PROSPECTUS SUPPLEMENT                   TO THE PROSPECTUS DATED DECEMBER 1, 2004


                                   $35,000,000
        FLOATING RATE STRUCTURED REPACKAGED ASSET-BACKED TRUST SECURITIES
                    (STRATS(SM)) CERTIFICATES, SERIES 2006-3

       STRATS(SM) TRUST FOR ALLSTATE CORPORATION SECURITIES, SERIES 2006-3
                                 ISSUING ENTITY

                     SYNTHETIC FIXED-INCOME SECURITIES, INC.
                              DEPOSITOR AND SPONSOR
--------------------------------------------------------------------------------
YOU SHOULD REVIEW THE INFORMATION IN "RISK FACTORS" ON PAGE S-12 OF THIS
PROSPECTUS SUPPLEMENT AND ON PAGE 5 IN THE PROSPECTUS.

The Certificates represent interests in the issuing entity only and do not
represent an interest in or obligation of the underwriters, the trustee, the
counterparty, the depositor and sponsor or any of their affiliates.

This Prospectus Supplement may be used to offer and sell the Certificates only
if accompanied by the Prospectus.
--------------------------------------------------------------------------------

THE ISSUING ENTITY

o    is a common law trust formed by a trust agreement between the deposito and
     The Bank of New York, as trustee.

o    will issue only the Certificates which are offered by this Prospectus
     Supplement.

THE CERTIFICATES

o    represent an undivided beneficial interest in the assets of the trust which
     consist of $35,000,000 5.95% Notes due 2036 issued by Allstate Corporation
     and the rights of the trust under the Swap Agreement and Interest Rate
     Forward Contracts as described in this Prospectus Supplement.

o    are entitled to monthly interest payments on the first day of each calendar
     month, commencing in May, 2006, to the extent payments are received under
     the Swap Agreement and the Interest Rate Forward Contracts, at a fixed
     interest rate that will equal 8.00% per annum until May 1, 2007, and from
     May 1, 2007 until maturity at an interest rate that will adjust monthly
     based on the three-month Treasury bill rate for the applicable accrual
     period plus 0.80% per annum, calculated as described in this Prospectus
     Supplement, but subject to a maximum interest rate of 8.00% per annum.
     Termination of the Swap Agreement may negatively affect your return on your
     investment in the Certificates.

o    are entitled to a pro rata share of principal payments made on the
     underlying securities. A single principal payment is due on the underlying
     securities on their due date, but they are subject to earlier payment as
     described in this Prospectus Supplement.

o    may be subject to early redemption if the underlying securities issuer
     ceases or fails to file periodic reports under the Securities Exchange Act
     of 1934, as described in this Prospectus Supplement. Such an event could
     negatively affect your return on your investment in the Certificates.

o    currently have no trading market.

o    are not insured or guaranteed by any governmental agency or by any other
     person or entity.



                                                             PROCEEDS TO ISSUER
                     PRICE TO PUBLIC  UNDERWRITING DISCOUNT   (BEFORE EXPENSES)
--------------------------------------------------------------------------------
 Per Certificate       $        25         $   0.7875           $   24.2125
------------------     -----------         ----------           -----------
 Total                 $35,000,000         $1,102,500           $33,897,500
------------------     -----------         ----------           -----------

The Depositor intends to apply to list the Certificates on the New York Stock
Exchange. Trading of the Certificates on the New York Stock Exchange is
expected to commence within a 30-day period after the initial delivery thereof.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE CERTIFICATES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------

WACHOVIA SECURITIES                                          RBC CAPITAL MARKETS


                                  PIPER JAFFRAY

            The date of this Prospectus Supplement is April 21, 2006

              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
              PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

We provide information to you about the Certificates in two separate documents
that progressively provide more detail: (a) the accompanying Prospectus, which
provides general information, some of which may not apply to your series of
certificates and (b) this Prospectus Supplement, which describes the specific
terms of your series of certificates.

For complete information about the offered certificates, read both this
Prospectus Supplement and the Prospectus. This Prospectus Supplement must be
accompanied by the Prospectus if it is being used to offer and sell the offered
certificates.

The Depositor has filed with the Securities and Exchange Commission a
registration statement (of which this Prospectus Supplement and the accompanying
Prospectus form a part) under the Securities Act of 1933, with respect to your
series of certificates. This Prospectus Supplement and the accompanying
Prospectus do not contain all of the information contained in the registration
statement. For further information regarding the documents referred to in this
Prospectus Supplement and the accompanying Prospectus, you should refer to the
registration statement and the exhibits to such registration statement. The
registration statement and such exhibits can be obtained electronically through
the Securities and Exchange Commission's internet web site (http://www.sec.gov).

You should rely only on the information contained in this Prospectus Supplement
or the accompanying Prospectus. Neither the Depositor nor the Underwriters have
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. Neither the Depositor nor the Underwriters are making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.

We include cross-references in this Prospectus Supplement and the accompanying
Prospectus to captions in these materials where you can find further related
discussions. The following table of contents and the table of contents included
in the accompanying Prospectus provide the pages on which these captions are
located.

For 90 days following the date of this Prospectus Supplement, all dealers
selling the offered certificates will deliver a Prospectus Supplement and
Prospectus. This is in addition to any dealer's obligation to deliver a
Prospectus Supplement and Prospectus when acting as underwriter of the offered
certificates and with respect to their unsold allotments or subscriptions.

The Underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the offered certificates, including
over-allotment, stabilizing and short-covering transactions in such securities
and the imposition of penalty bids, in each case in connection with the offering
of the offered certificates. For a description of these activities, see "Method
of Distribution" in this Prospectus Supplement.



                                       ii


                             EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter has represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an
offer of certificates to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the certificates which has been
approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and including the
Relevant Implementation Date, make an offer of certificates to the public in
that Relevant Member State at any time:

         (a) to legal entities which are authorized or regulated to operate in
         the financial markets or, if not so authorized or regulated, whose
         corporate purpose is solely to invest in securities;

         (b) to any legal entity which has two or more of (1) an average of at
         least 250 employees during the last financial year; (2) a total balance
         sheet of more than (euro)43,000,000 and (3) an annual net turnover of
         more than (euro)50,000,000, as shown in its last annual or consolidated
         accounts; or

         (c) in any other circumstances which do not require the publication by
         the issuing entity of a prospectus pursuant to Article 3 of the
         Prospectus Directive.

For the purposes of this provision, the expression an "offer of certificates to
the public" in relation to any certificates in any Relevant Member State means
the communication in any form and by any means of sufficient information on the
terms of the offer and the certificates to be offered so as to enable an
investor to decide to purchase or subscribe the certificates, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.



                                      iii



                              PROSPECTUS SUPPLEMENT

Summary......................................................................S-1
Risk Factors................................................................S-12
Formation of the Issuing Entity.............................................S-17
Use of Proceeds.............................................................S-18
The Underlying Issuer.......................................................S-18
Description of the Underlying Securities....................................S-19
The Depositor...............................................................S-20
Description of The Swap Agreement And The Interest Rate Forward Contracts...S-20
Description of the Certificates.............................................S-28
Description of the Trust Agreement..........................................S-33
Material Federal Income Tax Consequences....................................S-35
ERISA Considerations........................................................S-47
Method of Distribution......................................................S-48
Ratings.....................................................................S-50
Legal Opinions..............................................................S-50
Index of Defined Terms......................................................S-51
Appendix A  Description of the Underlying Securities.........................A-1


                                   PROSPECTUS

Where You Can Find More Information............................................3
Incorporation of Certain Documents by Reference................................4
Reports to Certificateholders..................................................4
Important Currency Information.................................................4
Risk Factors...................................................................5
The Depositor..................................................................7
Use of Proceeds................................................................7
Formation of the Trust.........................................................8
Maturity and Yield Considerations..............................................9
Description of the Certificates...............................................11
Description of Deposited Assets and Credit Support............................26
Description of the Trust Agreement............................................41
Limitations on Issuance of Bearer Certificates................................52
Currency Risks................................................................53
Material Federal Income Tax Consequences......................................55
Plan of Distribution..........................................................66
Legal Opinions................................................................68



                                       iv



                                     SUMMARY

                  This summary highlights the principal economic terms of the
Certificates being issued by the Trust and of the Underlying Securities. It does
not contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of the offering of the
Certificates, you should read carefully this Prospectus Supplement and the
accompanying Prospectus in full. Certain capitalized terms used in this
Prospectus Supplement are defined on the pages indicated in the "Index of
Defined Terms."

Depositor............................   Synthetic Fixed-Income Securities, Inc.,
                                        a wholly-owned subsidiary of Wachovia
                                        Corporation. The depositor is also the
                                        "sponsor" with respect to the
                                        Certificates for purposes of Rule
                                        1101(1) under the Securities Act and
                                        references to the "depositor" herein
                                        also include the depositor in its
                                        capacity as sponsor.

Trustee..............................   The Bank of New York.

Issuing Entity.......................   The Depositor and the Trustee will form
                                        the STRATS(SM) Trust For Allstate
                                        Corporation Securities, Series 2006-3
                                        (the "Trust") pursuant to a trust
                                        agreement dated as of February 28, 2006,
                                        as supplemented by the STRATS(SM)
                                        Certificates series supplement 2006-3,
                                        dated as of April 28, 2006.

Certificates.........................   $35,000,000 Floating Rate STRATS(SM)
                                        Certificates, Series 2006-3 (the
                                        "Certificates").

                                        The Certificates will be issued by the
                                        terms of the trust agreement.

Distribution Dates...................   Monthly on the 1st calendar day of each
                                        month, commencing on May 1, 2006, or if
                                        such date is not a business day, the
                                        next succeeding business day, until the
                                        date on which the Certificates have been
                                        retired. If a Swap Agreement Termination
                                        Event occurs that is not also a trust
                                        termination event, distribution dates
                                        will thereafter occur semi-annually on
                                        each April 1 and October 1 (or the next
                                        succeeding business day), until the
                                        Certificates have been retired.

Final Scheduled Distribution Date....   April 1, 2036.

Interest Rate........................   Interest on the Certificates will be
                                        payable on each distribution date. The
                                        interest rate on the Certificates



                                      S-1


                                        will be:

                                        o  a fixed rate equal to 8.00% per annum
                                           until the distribution date in May
                                           2007, and

                                        o  a floating rate that will adjust for
                                           each interest period after the
                                           distribution date in May 2007 until
                                           maturity. The first distribution date
                                           on which Certificateholders will
                                           receive a floating rate of interest
                                           will be the distribution date in June
                                           2007.

                                        The floating interest rate for each
                                        distribution date starting with the June
                                        2007 distribution date will be equal to
                                        the three-month treasury bill rate for
                                        the related Interest Period plus 0.80%
                                        per annum, as calculated as described in
                                        this Prospectus Supplement, except that:

                                        o  the Certificates will be subject to a
                                           maximum interest rate of 8.00%,
                                           meaning that for any distribution
                                           date starting with the June 2007
                                           distribution date for which the
                                           three-month treasury bill rate plus
                                           0.80% is greater than 8.00%, the rate
                                           on the Certificates will equal 8.00%
                                           per annum.

                                        Interest on the Certificates will be
                                        calculated on a "30/360" basis, meaning
                                        that the rate determined in the above
                                        manner for any distribution date will be
                                        based on a 360-day year consisting of
                                        twelve 30-day months. See "Description
                                        of the Swap Agreement--Payments Under
                                        the Swap Agreement" herein.

                                        The above manner of calculating interest
                                        -- for both the fixed rate period that
                                        ends with the distribution date in May
                                        2007 and floating rate period thereafter
                                        -- as described above, will apply so
                                        long as the Swap Agreement is in effect.
                                        If a Swap Agreement Termination Event
                                        occurs that is not also a termination
                                        event for the Trust (and regardless of
                                        whether it occurs before or after May
                                        2007), the interest rate on the
                                        Certificates will thereafter be payable
                                        semi-annually based on the fixed rate of
                                        interest on the Underlying Securities.



                                      S-2



Interest Period......................   The "Interest Period" will be, with
                                        respect to the first distribution date,
                                        the period from and including the
                                        original issue date of the Certificates
                                        to, but excluding, May 1, 2006, and
                                        thereafter, so long as the Swap
                                        Agreement is in effect, the period from
                                        and including the 1st day of the
                                        preceding calendar month to, but
                                        excluding, the 1st day of the current
                                        calendar month.

Payment of Principal.................   You will have the right to receive a
                                        payment equal to the principal amount of
                                        your Certificates ($25 per Certificate)
                                        on April 1, 2036, the maturity date of
                                        the Underlying Securities. As further
                                        described in this Prospectus Supplement,
                                        the Underlying Securities could be
                                        redeemed or the Trust could be required
                                        to liquidate the Underlying Securities
                                        prior to their maturity date, in which
                                        case the Swap Agreement would terminate,
                                        either in whole or proportionately, and
                                        the amount received by the Trust would
                                        first be used to pay any amounts due to
                                        the Swap Counterparty under the Swap
                                        Agreement and any remainder would be
                                        distributed as the final payment on the
                                        Certificates. See "Risk Factors" and
                                        "Description of the
                                        Certificates--Distributions" herein.

Record Date..........................   The business day immediately preceding
                                        each distribution date.

Closing Date.........................   April 28, 2006, or such other date on
                                        which the Certificates are issued.

Denominations........................   The Certificates will be available for
                                        purchase in minimum denominations of
                                        $25. The denomination of each
                                        Certificate will also represent its
                                        initial principal balance.

Book-entry Registration..............   As a Certificateholder, you will not
                                        receive Certificates in physical form.
                                        Instead, your Certificates will be in
                                        book-entry form and registered in the
                                        name of Cede & Co., as the nominee of
                                        The Depository Trust Company. See
                                        "Description of the
                                        Certificates--Book-entry Certificates"
                                        herein.

Ratings..............................   It is a condition to the issuance of the
                                        Certificates that the Certificates are
                                        rated by Standard & Poor's Ratings
                                        Services, a division of The McGraw-Hill





                                      S-3


                                        Companies, Inc. ("S&P") at least as
                                        highly as the Underlying Securities. As
                                        of the date of this Prospectus
                                        Supplement, the Underlying Securities
                                        are rated "A+" (negative outlook) by
                                        S&P. A security rating is not a
                                        recommendation to buy, sell or hold
                                        securities and may be subject to
                                        revision or withdrawal at any time by
                                        the assigning rating agency. A security
                                        rating does not address the occurrence
                                        or frequency of redemptions or
                                        prepayments on, or extensions of the
                                        maturity of, securities held by a trust,
                                        if applicable, or the corresponding
                                        effect on the yield to investors. The
                                        rating addresses the likelihood of the
                                        receipt by holders of the Certificates
                                        of payments required under the Trust
                                        Agreement, and is based primarily on the
                                        credit quality of the Underlying
                                        Securities. The rating does not,
                                        however, address the likelihood of the
                                        Underlying Issuer failing to report
                                        under the Exchange Act. Any downgrade by
                                        S&P of its rating of the Underlying
                                        Securities would result in a downgrade
                                        of its rating of the Certificates. See
                                        "Ratings" herein.

Underlying Issuer....................   The Allstate Corporation. See "The
                                        Underlying Issuer" herein.

Underlying Securities................   $35,000,000 of 5.95% Notes due 2036
                                        issued by the Underlying Issuer.
                                        Potential Certificateholders should
                                        obtain and evaluate the same information
                                        concerning the Underlying Issuer as they
                                        would obtain and evaluate if they were
                                        investing directly in the Underlying
                                        Securities or in other securities issued
                                        by the Underlying Issuer. See "Risk
                                        Factors" and "Description of the
                                        Underlying Securities" herein. The
                                        Underlying Issuer is subject to the
                                        informational reporting requirements of
                                        the Securities Exchange Act of 1934 and,
                                        in accordance therewith, files reports
                                        and other information (including
                                        financial information) with the
                                        Securities and Exchange Commission under
                                        Allstate Corporation's Exchange Act File
                                        Number, 001-11840.

                                        See "Appendix A-Description of the
                                        Underlying Securities" herein.




                                      S-4


Underlying Securities Payment
   Dates.............................   April 1 and October 1.

Underlying Securities Interest Rate..   5.95% per annum. Optional

Redemption of
   Underlying Securities.............   The Underlying Issuer will have the
                                        right to redeem the Underlying
                                        Securities; in whole or in part, at any
                                        time, at a redemption price equal to the
                                        greater of:

                                        -- 100% of the principal amount of the
                                           Underlying Securities to be redeemed,
                                           or

                                        -- as determined by an independent
                                           investment banker, the sum of the
                                           present values of the remaining
                                           scheduled payments of principal and
                                           interest on the notes to be redeemed
                                           (not including any portion of such
                                           payments of interest accrued to the
                                           date of redemption) discounted to the
                                           redemption date on a semiannual basis
                                           (assuming a 360-day year consisting
                                           of twelve 30-day months) at the
                                           Adjusted Treasury Rate, plus 20 basis
                                           points,

                                        plus, in each case, accrued interest on
                                        the Underlying Securities to be redeemed
                                        to the date on which the Underlying
                                        Securities are to be redeemed.

                                        See "Appendix A--Description of the
                                        Underlying Securities" herein. Any
                                        redemption of the Underlying Securities
                                        will result in an early principal
                                        payment on the Certificates but only
                                        after any early termination payment due
                                        to the Swap Counterparty has been made.


Swap Agreement.......................   On or before the closing date, the Trust
                                        will enter into an ISDA Master Agreement
                                        (including the Schedule thereto, the
                                        "Master Agreement") and a confirmation
                                        thereunder (together with the Master
                                        Agreement, the "Swap Agreement"),
                                        pursuant to which the Trust will
                                        exchange interest payments payable to
                                        the Trustee on the Underlying Securities
                                        for payments from the Swap Counterparty
                                        of interest that will be passed through
                                        to the holders of the Certificates. See
                                        "Description of the Swap Agreement"
                                        herein.

Interest Rate Forward Contracts......   On the closing date, the Trust will
                                        purchase thirteen separate Interest Rate
                                        Forward Contracts (the




                                      S-5


                                        "Interest Rate Forward Contracts") from
                                        the Wachovia Bank, National Association,
                                        one corresponding to each monthly
                                        distribution date occurring from May
                                        2006 until and including May 2007. Under
                                        each Interest Rate Forward Contract, the
                                        Trust will pay an agreed upon amount to
                                        Wachovia Bank, National Association on
                                        the closing date and Wachovia Bank,
                                        National Association will agree to make
                                        a single payment to the Trust on the
                                        distribution date specified in the
                                        Interest Rate Forward Contract based on
                                        the excess, if any, of 8.00% per annum
                                        over the per annum rate payable to the
                                        Trust under the Swap Agreement for that
                                        distribution date. The effect of the
                                        payments under the Interest Rate Forward
                                        Contracts when combined with the Swap
                                        Agreement will be to provide for a fixed
                                        rate of interest of 8.00% per annum on
                                        the Certificates for each of the first
                                        thirteen distribution dates.

Counterparty.........................   Wachovia Bank, National Association will
                                        serve as counterparty to the Trust under
                                        both the Swap Agreement and the Interest
                                        Rate Forward Contracts. Wachovia Bank,
                                        National Association is referred to in
                                        this prospectus supplement as the "Swap
                                        Counterparty" with respect to its
                                        obligations under the Swap Agreement and
                                        as the "IRFC Counterparty" with respects
                                        to its obligations under the Interest
                                        Rate Forward Contracts, and generally as
                                        the "Counterparty" with respect to its
                                        obligations under both the Swap
                                        Agreement and the Interest Rate Forward
                                        Contracts.

Summary of the Swap Agreement:

      Swap Payments by the Trust.....   Provided no Swap Agreement Termination
                                        Event shall have occurred, an amount
                                        equal to all interest payments payable
                                        to the Trustee on the Underlying
                                        Securities will be paid by the Trustee
                                        to the Swap Counterparty on each
                                        underlying securities payment date. See
                                        "Description of the Swap
                                        Agreement--Payments under the Swap
                                        Agreement" herein.

      Swap Payments by the
           Swap Counterparty.........   Provided no Swap Agreement Termination
                                        Event shall have occurred, on each
                                        distribution date, an amount equal to
                                        interest accrued for the related




                                      S-6


                                        Interest Period at the applicable
                                        three-month treasury bill rate plus
                                        0.80% per annum (subject to a maximum
                                        rate of 8.00% per annum) on the notional
                                        balance of the Swap Agreement will be
                                        paid by the Swap Counterparty to the
                                        Trustee which will distribute such
                                        amount to Certificateholders. See
                                        "Description of the Swap
                                        Agreement--Payments under the Swap
                                        Agreement" herein. The notional amount
                                        of the Swap Agreement will at all times
                                        equal the principal amount of the
                                        Underlying Securities.

      Early Termination of the
           Swap Agreement............   The Swap Agreement may terminate
                                        following the occurrence of various Swap
                                        Agreement Termination Events, which are
                                        more particularly described herein under
                                        "Description of the Swap
                                        Agreement--Events of Default and
                                        Termination Events" herein.

                                        In the event the Swap Agreement is
                                        terminated following a Swap Agreement
                                        Termination Event, the obligations of
                                        the Swap Counterparty and the Trust
                                        under the Swap Agreement will terminate.
                                        On each distribution date following any
                                        Swap Agreement Termination Event that is
                                        not a Trust Termination Event, the
                                        holders of the Certificates will receive
                                        a pro rata share of any interest
                                        payments received by the Trust in
                                        respect of the Underlying Securities,
                                        which will cause the yield on the
                                        Certificates to be based on the fixed
                                        interest rate of the Underlying
                                        Securities, instead of the floating
                                        interest rate produced by the Swap
                                        Agreement, or, for the first thirteen
                                        distribution dates, the fixed rate
                                        produced by the combined effect of the
                                        Swap Agreement and the Interest Rate
                                        Forward Contracts. In addition,
                                        following a Swap Agreement Termination
                                        Event, an early termination payment may
                                        be payable from the Trust to the Swap
                                        Counterparty or from the Swap
                                        Counterparty to the Trust, in accordance
                                        with the terms of the Swap Agreement.
                                        Any such early termination payment that
                                        is owed to the Swap Counterparty will be
                                        paid to the Swap Counterparty out of
                                        proceeds from the liquidation by the
                                        Trust of the Underlying Securities
                                        (unless redemption or other current
                                        distributions on the Underlying
                                        Securities are sufficient to make the
                                        payment) prior to any distributions to
                                        the Certificateholders and will reduce
                                        amounts available for distribution to
                                        the



                                      S-7



                                        Certificateholders. See "Description of
                                        the Swap Agreement--Events of Default
                                        and Termination Events" and "--Payments
                                        Upon Early Termination" herein.

                                        In the event the Underlying Securities
                                        are redeemed or liquidated and the Swap
                                        Agreement is then in effect, an early
                                        termination payment will be payable
                                        under the Swap Agreement. Any such early
                                        termination payment under the Swap
                                        Agreement that is payable by the Trust
                                        to the Swap Counterparty will be
                                        deducted from the redemption or
                                        liquidation proceeds payable to the
                                        Certificateholders. If any early
                                        termination payment under the Swap
                                        Agreement is payable by the Swap
                                        Counterparty to the Trust, the amount of
                                        such payment will be added to the
                                        proceeds payable to the
                                        Certificateholders. See "Description of
                                        the Swap Agreement--Events of Default
                                        and Termination Events" and "--Payments
                                        Upon Early Termination" herein.

                                        Any termination of the Swap Agreement
                                        would not directly affect the Interest
                                        Rate Forward Contracts or the
                                        calculation of the amounts due from the
                                        IRFC Counterparty to the Trust
                                        thereunder, however, in the event of a
                                        termination of the Swap Agreement that
                                        occurs before the distribution date in
                                        May 2007, the Trustee will also
                                        liquidate the unexpired Interest Rate
                                        Forward Contracts, and will apply any
                                        amounts received in connection
                                        therewith, after expenses, to the amount
                                        due in respect of any termination
                                        payment owed to the Swap Counterparty.

Action Upon Underlying Issuer
      Failing to Report Under the
      Exchange Act...................   In the event that the Underlying Issuer
                                        either (i) states in writing that it
                                        intends permanently to cease filing
                                        periodic reports required under the
                                        Securities Exchange Act of 1934 or (ii)
                                        fails to file its required periodic
                                        reports for any applicable reporting
                                        period (each, an "SEC Reporting
                                        Failure"), the Trustee, after
                                        consultation with the Depositor, may be
                                        required to liquidate the Underlying
                                        Securities, or to distribute to any duly
                                        electing Certificateholder its
                                        proportionate share of the Underlying
                                        Securities themselves (subject to the
                                        requirement that the Underlying
                                        Securities be distributed in authorized
                                        denominations). Any such liquidation of
                                        the




                                      S-8


                                        Underlying Securities would result in a
                                        final distribution to Certificateholders
                                        of the net proceeds of such liquidation,
                                        after making any early termination
                                        payment due to the Swap Counterparty.
                                        Any such "in-kind" distribution of the
                                        Underlying Securities will also be made
                                        after giving effect to each electing
                                        Certificateholder's proportionate share
                                        of any such termination payment due to
                                        the Swap Counterparty, and will also
                                        constitute the final distribution to the
                                        electing Certificateholder.

                                        In the event an SEC Reporting Failure
                                        occurs, the Trustee will liquidate or
                                        distribute the Underlying Securities
                                        only if, as instructed by the Depositor,
                                        it is required to do so by the rules of
                                        the Securities and Exchange Commission
                                        as interpreted by the Commission staff
                                        at that time. In that regard, in the
                                        event of an SEC Reporting Failure, the
                                        Depositor may attempt to effect a
                                        termination of the Trust's Exchange Act
                                        reporting obligations if doing so would
                                        permit the Trust to continue without a
                                        liquidation or distribution of the
                                        Underlying Securities. In connection
                                        with any such termination, the listing
                                        of the Certificates on the NYSE would be
                                        discontinued.


Trustee Compensation................    As compensation for its services under
                                        the trust agreement, the Trustee will
                                        receive an annual fee equal to $5,000.
                                        The trustee fee will be paid by the
                                        Depositor.


Material Federal Income Tax
      Consequences...................   In the opinion of Sidley Austin LLP, the
                                        Trust will not be classified as a
                                        corporation or publicly traded
                                        partnership taxable as a corporation for
                                        federal income tax purposes, and
                                        therefore will not be subject to federal
                                        income tax. Although the matter is not
                                        free from doubt, the parties will treat
                                        the Trust as a "grantor trust" for
                                        federal income tax purposes. See
                                        "Material Federal Income Tax
                                        Consequences" herein.


                                        By acquiring a Certificate, each
                                        Certificateholder elects to integrate
                                        its beneficial interest in the Swap
                                        Agreement and the Underlying Securities
                                        (but not the Interest Rate Forward
                                        Contracts) into a beneficial interest in
                                        a "synthetic debt instrument" paying
                                        interest at the interest rate produced
                                        by the Swap Agreement (that is, a
                                        floating rate equal to the three-




                                      S-9


                                        month treasury bill rate applicable to
                                        each Interest Period plus 0.80%, per
                                        annum, subject to a cap of 8.00% per
                                        annum) for federal income tax purposes.

                                        Since the Interest Rate Forward
                                        contracts will not be integrated into
                                        this synthetic debt instrument, for
                                        federal income tax purposes, a
                                        Certificate will generally represent two
                                        investments: (1) the synthetic debt
                                        instrument on the one hand and (2) the
                                        Interest Rate Forward Contracts (which,
                                        except for the first one payable, will
                                        be treated as option contracts) on the
                                        other. The amount you invest to purchase
                                        the principal balance of your
                                        Certificate will be split between these
                                        two investments for purposes of
                                        allocating your tax basis to the
                                        investments. Because of the cost
                                        allocated to the Interest Rate Forward
                                        Contracts, the remaining amount
                                        available to be allocated to the portion
                                        of your investment represented by the
                                        synthetic debt instrument will be less
                                        than the principal balance payable on
                                        the maturity of the synthetic debt
                                        instrument. The excess of the principal
                                        balance payable on the maturity of the
                                        synthetic debt instrument over the
                                        portion of your investment allocated to
                                        the synthetic debt instrument represents
                                        "original issue discount" ("OID") and
                                        must be accounted for yearly. As a
                                        result the taxable income from the
                                        synthetic debt instrument will exceed
                                        the payments received on it. The monthly
                                        payments accruing on the synthetic debt
                                        instrument will also be OID, but because
                                        of the monthly distributions any
                                        difference between the taxable income
                                        resulting from this OID and the payments
                                        received should be insubstantial.

                                        In addition, by acquiring a Certificate,
                                        each Certificateholder agrees to treat
                                        the synthetic debt instrument and the
                                        Interest Rate Forward Contracts as an
                                        "identified straddle." This will be done
                                        to reduce income tax reporting
                                        requirements, but means losses on the
                                        Interest Rate Forward Contracts (if any)
                                        will be deferred and may not result in
                                        any later tax benefit. See "Material
                                        Federal Income Tax Consequences" herein.

ERISA Considerations.................   An "employee benefit plan" subject to
                                        the Employee Retirement Income Security
                                        Act of 1974, as amended, or a "plan"
                                        subject to Section 4975 of the




                                      S-10


                                        Internal Revenue Code of 1986, as
                                        amended, contemplating the purchase of
                                        Certificates should consult with its
                                        counsel before making such a purchase.
                                        The fiduciary of such an employee
                                        benefit plan or plan and such legal
                                        advisors should consider whether the
                                        Certificates will satisfy all of the
                                        requirements of the "publicly-offered
                                        securities" exception described herein
                                        and the possible application of
                                        "prohibited transaction exemptions"
                                        described herein. See "ERISA
                                        Considerations" herein.

Listing..............................   Application will be made to list the
                                        Certificates on the New York Stock
                                        Exchange. Trading of the Certificates on
                                        the New York Stock Exchange is expected
                                        to commence within a thirty-day period
                                        after the initial delivery thereof. It
                                        is unlikely that trading of the
                                        Certificates on the New York Stock
                                        Exchange will be active. See "Method of
                                        Distribution" herein.




                                      S-11



                                  RISK FACTORS

You should consider the following factors in deciding whether to purchase the
Certificates, together with the additional factors set forth in the Prospectus
under "Risk Factors":

1.      NO INVESTIGATION OF THE UNDERLYING SECURITIES OR THE UNDERLYING ISSUER
        HAS BEEN MADE BY THE DEPOSITOR, UNDERWRITERS, COUNTERPARTY OR TRUSTEE IN
        CONNECTION WITH THE OFFERING OF THE CERTIFICATES. None of the Depositor,
        the Underwriters, the Counterparty or the Trustee has made, or will
        make, any investigation of the business condition, financial or
        otherwise, of the Underlying Issuer, or verified or will verify any
        reports or information filed by the Underlying Issuer with the
        Securities and Exchange Commission or otherwise made available to the
        public. It is strongly recommended that prospective investors in the
        Certificates consider and evaluate publicly available financial and
        other information regarding the Underlying Issuer. The issuance of the
        Certificates should not be construed as an endorsement by the Depositor,
        the Underwriters, the Counterparty or the Trustee of the financial
        condition or business prospects of the Underlying Issuer. Potential
        Certificateholders should obtain and evaluate the same information
        concerning the Underlying Issuer as they would obtain and evaluate if
        they were investing directly in the Underlying Securities or in other
        debt securities issued by the Underlying Issuer. None of the Depositor,
        the Trustee, the Underwriters, the Counterparty, or any of their
        respective affiliates, assumes any responsibility for the accuracy,
        timeliness or completeness of any publicly available information of the
        Underlying Issuer filed with the Securities and Exchange Commission or
        any other comparable U.S. or international or non-U.S. government agency
        or otherwise made publicly available or considered by a purchaser of the
        Certificates in making its investment decision in connection therewith.
        See "Description of the Underlying Securities" herein.

2.      INVESTORS MAY SUFFER LOSSES AS A RESULT OF ANY EARLY TERMINATION
        PAYMENT. Upon the occurrence of certain events, the Underlying
        Securities will be retired prior to their maturity date or will be
        liquidated by the Trust prior to their maturity date. Early retirement
        of the Underlying Securities can occur as a result of any redemption of
        the Underlying Securities or as a result of a default by the Underlying
        Issuer under the indenture for the Underlying Securities followed by an
        acceleration of the Underlying Securities (as described in "Appendix
        A-Description of the Underlying Securities" herein). Liquidation of the
        Underlying Securities by the Trust can also occur as a result of an SEC
        Reporting Failure by the Underlying Issuer or after a payment default on
        the Underlying Securities or certain other Swap Agreement Termination
        Events. After any such early liquidation or redemption of the Underlying
        Securities, the Certificateholders will not receive any distributions
        payable to them until after the payment of any early termination payment
        owed by the Trust to the Swap Counterparty under the Swap Agreement.
        Unless the proceeds received from the redemption or liquidation of the
        Underlying Securities (together with any proceeds from the liquidation
        of any unexpired Interest Rate Forward Contracts) are sufficient to pay
        any such early termination payment related to the Swap Agreement plus
        the principal balance and accrued interest then due on the Certificates,
        you will suffer a loss as a result of such liquidation. Whether any
        early termination payment would be due to the Swap Counterparty under
        any of the above




                                      S-12


        circumstances is dependent on conditions in the swap market at the time
        of termination and therefore the likelihood or amount of any such
        payment cannot be predicted. Since the Trust's assets will be limited to
        the payments received from the liquidation or redemption of the
        Underlying Securities and (if the event occurs prior to the distribution
        date in May 2007) from the liquidation of any unexpired Interest Rate
        Forward Contracts, it is anticipated that any early termination payment
        to the Swap Counterparty would result in a loss to Certificateholders.
        This loss could be quite substantial in relation to the total value of
        the Certificates. In the event that any such early termination payment
        is made to the Swap Counterparty, your distribution will be less than it
        would be if you had invested directly in the Underlying Securities. See
        "Description of The Swap Agreement--Events of Default and Termination
        Events", "--Payments Upon Early Termination" and "Description of the
        Certificates--Distributions" herein. In addition, conditions in the swap
        market at the time the economic terms of the Swap Agreement were
        established will require the Swap Counterparty to make a payment to the
        Trust in connection with the entering into of the Swap Agreement. This
        payment by the Swap Counterparty to the Trust will be used by the Trust
        to purchase the Interest Rate Forward Contracts and any remainder will
        be distributed by the Trust to the Depositor and, in either case, will
        not be a part of the Trust property or otherwise available to
        Certificateholders. Because of this upfront payment, the amount of any
        early termination payment that may be due to the Swap Counterparty may
        be larger than would have been the case if no such upfront payment had
        been required, and this will be particularly the case the sooner that
        any such early termination might occur.

3.      IF THE SWAP AGREEMENT IS TERMINATED AS A RESULT OF A SWAP AGREEMENT
        TERMINATION EVENT WHICH IS NOT A TRUST TERMINATION EVENT, THEN THE YIELD
        ON THE CERTIFICATES WILL BE CONVERTED FROM THE INITIAL FIXED RATE AND
        THE FLOATING THREE-MONTH TREASURY BILL-BASED RATE TO A RATE BASED ON THE
        INTEREST RATE ON THE UNDERLYING SECURITIES AND DISTRIBUTIONS TO
        CERTIFICATEHOLDERS WILL BE MADE SEMI-ANNUALLY INSTEAD OF MONTHLY. The
        ability of the Trust to make the monthly fixed rate interest payments
        until the May 2007 distribution date and thereafter the three-month
        Treasury Bill-based floating rate interest distributions on the
        Certificates will be dependent on the performance by the Counterparty of
        its payment obligations under the Swap Agreement and under the Interest
        Rate Forward Contracts. If the Swap Agreement were to be terminated as a
        result of a Swap Agreement Termination Event that is not also a Trust
        Termination Event, then (i) the Trust will remain in existence without
        any rights or obligations under the Swap Agreement, (ii) if the event
        occurs prior to the distribution date in May 2007, any unexpired
        Interest Rate Forward Contract would also be liquidated by the Trust and
        (iii) the Certificateholders will receive a pro rata share of the fixed
        rate interest payments received by the Trust in respect of the
        Underlying Securities on a semi-annual basis instead of a pro rata share
        of the three-month Treasury Bill-based floating rate payments under the
        Swap Agreement received by the Trust on a monthly basis plus, for the
        first thirteen distribution dates, the payments described herein on the
        Interest Rate Forward Contracts. See "Description of the Swap Agreement
        and the Interest Rate Forward Contracts" herein.

4.      THE BUSINESS ACTIVITIES OF THE COUNTERPARTY AND

        WACHOVIA SECURITIES AND THEIR AFFILIATES MAY CREATE CONFLICTS OF
        INTEREST BETWEEN YOU AND THE COUNTERPARTY AND WACHOVIA SECURITIES AND
        THEIR AFFILIATES. Wachovia Securities and


                                      S-13


        Wachovia Bank, National Association, and certain of their affiliates are
        acting in a number of capacities in connection with the transaction
        described herein. Wachovia Securities and Wachovia Bank, National
        Association and their affiliates acting in such capacities in connection
        with such transactions will each have only the duties and
        responsibilities expressly agreed to by such entity in the relevant
        capacity and will not, by virtue of its or any of its affiliates' acting
        in any other capacity, be deemed to have other duties or
        responsibilities or be deemed to be held to a standard of care other
        than as expressly provided with respect to each such capacity.

5.      THE SWAP AGREEMENT AND INTEREST RATE FORWARD CONTRACTS WILL ALTER THE
        AMOUNTS AND TIMING OF SOME OF THE DISTRIBUTIONS ON THE UNDERLYING
        SECURITIES, SUCH THAT DISTRIBUTIONS ON THE CERTIFICATES WILL BE
        DIFFERENT FROM WHAT YOU WOULD BE ENTITLED TO HAD YOU HELD THE UNDERLYING
        SECURITIES DIRECTLY. The Swap Agreement and Interest Rate Forward
        Contracts will not provide coverage against losses as a result of
        failure to receive payments on the Underlying Securities, and no
        assurance can be given that the Trustee will receive either the payments
        due to be received on the Underlying Securities or the payments due to
        be received under the Swap Agreement and Interest Rate Forward
        Contracts, in each case when due. If the Underlying Securities default,
        the Swap Counterparty will no longer be obligated to make payments under
        the Swap Agreement, and the Swap Agreement will terminate. Upon the
        occurrence of one or more Swap Agreement Termination Events, as
        described more fully in "The Swap Agreement--Events of Default and
        Termination Events," an early termination payment determined in
        accordance with the Swap Agreement may be payable by the Trust to the
        Swap Counterparty or by the Swap Counterparty to the Trust. Any early
        termination payments payable by the Trust will be limited to the assets
        of the Trust. Certificateholders will not be liable to the Swap
        Counterparty for early termination payments to the extent, if any, that
        the amount of any such payments exceeds the assets of the Trust, but
        could suffer a loss on the Certificates due to the Trust's obligation to
        make such a payment. If the Swap Agreement is terminated early in
        connection with a Trust Termination Event, the Underlying Securities and
        any unexpired Interest Rate Forward Contracts will be liquidated and the
        amount received by the Trust would first be used to pay any amounts due
        to the Swap Counterparty under the Swap Agreement and any remainder
        would be distributed as the final payment on the Certificates, which
        could adversely affect your yield or result in a loss. See "Description
        of the Swap Agreement--Events of Default and Termination Events" and
        "--Payments Under the Swap Agreement" herein. In addition, since the
        Certificates will bear interest starting with the Interest Period
        related to the June 2007 distribution date and for so long as no Swap
        Agreement Termination Event occurs, at the specified rate linked to the
        three-month treasury bill rate, distributions of the interest on the
        Certificates will depend on the yields on the three-month treasury bill
        over time. Depending on the prevailing level of yields on the
        three-month treasury bill, and particularly if the Certificates are
        outstanding over a period during which general interest rate levels are
        relatively stable or remain at levels that are low by historical
        standards, Certificateholders may receive lesser amounts of interest
        than they would otherwise have received had they held the Underlying
        Securities directly.



                                      S-14


6.      THE PRICE AT WHICH YOUR CERTIFICATES MAY BE SOLD IN THE SECONDARY MARKET
        MAY DECLINE DUE TO THE END OF THE FIXED RATE period. Based on the
        combined effect of the Swap Agreement and the Interest Rate Forward
        Contracts, the Certificates will pay interest at a fixed rate through
        the distribution date in May 2007, and starting with the June 2007
        distribution date they will begin paying interest at the three-month
        Treasury-bill based floating rate. The fixed rate on the Certificates is
        relatively high as compared to current yields on fixed income securities
        comparable to the Certificates. As a result of this above-market coupon
        during the first year, investors who purchase their Certificates at par
        ($25 per Certificate) during that period should expect that at the end
        of the fixed rate period the market price of the Certificates will be
        below par. However, the market price of the Certificates may be affected
        by many factors, including the market value of the Underlying Securities
        and the market value of the Trust's interest in the Swap Agreement, and
        there can be no assurance as to how that price will vary over time.

7.      THE UNDERLYING SECURITIES, TOGETHER WITH THE SWAP AGREEMENT AND THE
        INTEREST RATE FORWARD CONTRACTS, ARE THE ONLY PAYMENT SOURCES FOR THE
        CERTIFICATES. The payments made by the Underlying Issuer on the
        Underlying Securities, and the payments made by the Counterparty under
        the Swap Agreement and the Interest Rate Forward Contracts are the only
        sources of payment for your Certificates. The Underlying Securities are
        unsecured obligations of the Underlying Issuer. The Underlying Issuer is
        subject to laws permitting bankruptcy, moratorium, reorganization or
        other actions. If the Underlying Issuer experiences financial
        difficulties, there may be delays in payment, partial payment or
        non-payment of your Certificates. In the event of nonpayment on the
        Underlying Securities by the Underlying Issuer, the Swap Agreement will
        terminate and you will bear the risk of such nonpayment. See
        "Description of the Certificates--Recovery on Underlying Securities
        Following Payment Default or Acceleration" herein.

8.      SOME OF THE INCOME ON YOUR INVESTMENT WILL BE TAXABLE BEFORE IT IS
        RECEIVED AND CERTAIN LOSSES MAY BE DEFERRED OR NOT DEDUCTIBLE. As
        further described under "Material Federal Income Tax Consequences"
        herein, by acquiring a Certificate, you elect to "integrate" your
        interests in the Swap Agreement and the Underlying Securities (but not
        the Interest Rate Forward Contracts) into an interest in a synthetic
        debt instrument (the "Synthetic Debt Instrument") paying interest at the
        interest rate produced by the Swap Agreement. If your interests in the
        Swap Agreement and the Underlying Securities are not integrated, then
        you will be treated as receiving all the interest from the Underlying
        Securities and as making or receiving payments on the Swap Agreement.
        Deducting such payments may be subject to limitations. Because the
        Interest Rate Forward Contracts will not be integrated into the
        Synthetic Debt Instrument your Certificate will generally represent two
        investments: (1) the Synthetic Debt Instrument on the one hand and (2)
        the Interest Rate Forward Contracts (which, except for the first one
        payable, you agree to treat as option contracts) on the other. The
        amount you pay for your Certificate, which will be your initial tax
        basis, will be divided between these two investments.

        The portion of your tax basis allocated to your interest in the Interest
        Rate Forward Contracts reduces the remaining amount of your tax basis
        allocable to your interest in the Synthetic Debt Instrument.
        Consequently, the principal balance payable on the maturity of your
        interest in the Synthetic Debt Instrument will exceed your tax basis in
        the



                                      S-15


        Synthetic Debt Instrument. This excess represents "original issue
        discount" ("OID") and must be accounted for yearly. As a result, the
        yearly taxable income from the Synthetic Debt Instrument will exceed the
        payments received on it. The monthly payments accruing on the Synthetic
        Debt Instrument will also be OID, but because of the monthly
        distributions any difference between the taxable income resulting from
        this OID and the payments received should be insubstantial.

        In addition, by acquiring a Certificate, you agree to treat the
        Synthetic Debt Instrument and the Interest Rate Forward Contracts as an
        "identified straddle." This is meant to reduce income tax reporting
        requirements, but if there are losses on the Interest Rate Forward
        Contracts such losses will either be deferred or not deductible. See
        "Material Federal Income Tax Consequences" herein.

9.      A FAILURE BY THE UNDERLYING ISSUER TO FILE REPORTS WITH THE SEC COULD
        CAUSE EARLY TERMINATION OF THE TRUST. Should the Underlying Issuer cease
        to report under the Securities Exchange Act of 1934, the Trustee may be
        required to liquidate the Underlying Securities, or to distribute to any
        duly electing Certificateholder its proportionate share of the
        Underlying Securities themselves (subject to the requirement that the
        Underlying Securities be distributed in authorized denominations). Any
        such liquidation of the Underlying Securities would result in a final
        distribution to Certificateholders of the net proceeds of such
        liquidation, after making any termination payment due to the Swap
        Counterparty. Any such "in-kind" distribution of the Underlying
        Securities will also be made after giving effect to each electing
        Certificateholder's proportionate share of any such termination payment
        due to the Swap Counterparty. In any event, there can be no assurance
        that at the time of any such liquidation or distribution, the market
        price of the Underlying Securities will equal the principal amount of
        the Certificates plus any amounts due to the Swap Counterparty. As a
        result, you may suffer a loss upon any such occurrence. See "Description
        of the Certificates--Action Upon Underlying Issuer Failing to Report
        Under the Exchange Act" herein.

10.     A DOWNGRADE OF THE UNDERLYING SECURITIES WOULD REDUCE THE VALUE OF THE
        CERTIFICATES. At the time of issuance, the Certificates will have the
        rating assigned by S&P equivalent to the rating of the Underlying
        Securities. It is expected that S&P's ratings of the Certificates will
        change if the ratings of the Underlying Securities change. The rating
        issued for the Certificates is not a recommendation to purchase, sell or
        hold Certificates. The rating does not comment on the market price of
        the Certificates or their suitability for a particular investor. In
        addition, the rating does not address the likelihood of the Underlying
        Issuer failing to report under the Exchange Act. There can be no
        assurance that the rating assigned to the Certificates will remain for
        any given period of time or that the rating will not be revised or
        withdrawn entirely by S&P if, in its judgment, circumstances, including,
        without limitation, the rating of the Underlying Securities, so warrant.
        A downward revision or withdrawal of the rating assigned to the
        Certificates is likely to have an adverse effect on the market price of
        the Certificates. Moody's Investors Service, Inc. ("Moody's") has also
        assigned a rating to the Underlying Securities but has not been asked to
        rate the Certificates. Nonetheless, if Moody's downgrades the Underlying
        Securities, that action could also have an adverse effect on the market
        price of the Certificates even in the absence of a direct rating by
        Moody's of the Certificates.



                                      S-16


See "Risk Factors" and "Maturity and Yield Considerations" in the Prospectus.

FORMATION OF THE ISSUING ENTITY

                  STRATS(SM) Trust For Allstate Corporation Securities, Series
2006-3 (the "Trust") will be a New York common law trust, formed pursuant to a
trust agreement, dated February 28, 2006 and including the related series
supplement (collectively, the "Trust Agreement") dated April 28, 2006 (the
"Closing Date") between Synthetic Fixed-Income Securities, Inc. (the
"Depositor") and The Bank of New York, as trustee (the "Trustee"). At the time
of the execution and delivery of the Trust Agreement, the Depositor will cause
$35,000,000 of The Allstate Corporation 5.95% Notes due 2036 (the "Underlying
Securities") to be purchased by the Trust. The Trustee, on behalf of the Trust,
will purchase such Underlying Securities and will deliver the Certificates of
the Trust in accordance with the instructions of the Depositor. The property of
the Trust will consist solely of (i) the Underlying Securities, (ii) all
payments on or collections in respect of the Underlying Securities accruing on
or after the Closing Date (subject to the Trust's obligations to the Swap
Counterparty under the Swap Agreement) and (iii) the rights of the Trust under
the Swap Agreement (subject to the Trust's obligations to the Swap Counterparty
under the Swap Agreement) and the Interest Rate Forward Contracts. The Trustee
will hold the Underlying Securities for the benefit of the holders of the
Certificates (the "Certificateholders") and the Swap Counterparty.

                  The Underlying Securities will be purchased by Wachovia
Securities or the Depositor in the secondary market (and not from the Underlying
Issuer). If Wachovia has purchased the Underlying Securities it will sell them
to the Depositor. In either event, the Depositor will sell the Underlying
Securities to the Trust. The Underlying Issuer is not participating in this
offering and will not receive any of the proceeds of the sale of the Underlying
Securities to Wachovia Securities or the Trust.

                  The fiscal year end for the Trust will be December 31,
commencing with December 31, 2006.

                  Since the Trust is a common law trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized as
a "business trust" for purposes of the federal bankruptcy laws. Bankruptcy
courts look at various considerations in making this determination, so it is not
possible to predict with any certainty whether or not the Trust would be
characterized as a "business trust." Several steps have been taken to minimize
the risk of a Trust bankruptcy. The transfer of the Underlying Securities has
been structured so that the Trust will be the sole owner of the Underlying
Securities free and clear of any lien other than the rights of the Swap
Counterparty under the Swap Agreement. In addition, the permissible activities
of the Trust are limited to issuing the Certificates, entering into and
performing its obligations under the Swap Agreement and the other related
activities permitted under the Trust Agreement, the material terms of which are
described in this Prospectus Supplement and the Prospectus under "Description of
the Certificates" and "Description of the Trust Agreement."



                                      S-17


                                 USE OF PROCEEDS

                  The net proceeds to be received by the Trust from the sale of
the Certificates, together with the related payment by the Swap Counterparty in
connection with its entering into the Swap Agreement, will be used to purchase
the Underlying Securities and the Interest Rate Forward Contracts.

                              THE UNDERLYING ISSUER

                  This Prospectus Supplement does not provide information with
respect to the Underlying Issuer. No investigation has been made of the
financial condition or creditworthiness of the Underlying Issuer in connection
with the issuance of the Certificates. None of Wachovia Securities, the Swap
Counterparty or the Depositor is an affiliate of the Underlying Issuer.

                  The Underlying Issuer is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission") under the Underlying
Issuer's Exchange Act File Number, 001-11840. The Commission maintains a
database, known as "EDGAR" that can be accessed through the Commission's web
site at http://www.sec.gov as well as through certain privately run internet
services. The EDGAR database contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission.
Reports, proxy statements and other information filed by the Underlying Issuer
with the Commission pursuant to the informational requirements of the Exchange
Act may be accessed on the EDGAR database. Such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, on which one or more of the Underlying Issuer's securities are listed.

                  THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT UNDER
THE HEADINGS "THE UNDERLYING ISSUER," "DESCRIPTION OF THE UNDERLYING SECURITIES"
AND "APPENDIX A--DESCRIPTION OF THE UNDERLYING SECURITIES" IS QUALIFIED IN ITS
ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH (I) THE PROSPECTUS, DATED
AUGUST 27, 2003, AND THE PROSPECTUS SUPPLEMENT, DATED MARCH 21, 2006, EACH FILED
BY THE UNDERLYING ISSUER WITH THE COMMISSION ON MARCH 23, 2006 (THE "UNDERLYING
SECURITIES PROSPECTUS"), AND (II) THE UNDERLYING SECURITIES REGISTRATION
STATEMENT (AS DEFINED BELOW) OF WHICH SUCH UNDERLYING SECURITIES PROSPECTUS IS A
PART.

                  ALL OF THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT
RELATING TO THE UNDERLYING SECURITIES HAS BEEN DERIVED FROM THE UNDERLYING
SECURITIES PROSPECTUS AND UNDERLYING SECURITIES REGISTRATION STATEMENT. NONE OF
THE TRUSTEE, THE UNDERWRITERS, THE COUNTERPARTY OR THE DEPOSITOR HAS
PARTICIPATED IN THE PREPARATION OF THE UNDERLYING SECURITIES PROSPECTUS OR THE
UNDERLYING SECURITIES REGISTRATION STATEMENT, OR MADE ANY DUE DILIGENCE INQUIRY
WITH RESPECT TO THE INFORMATION PROVIDED IN SUCH DOCUMENTS AND NO REPRESENTATION
IS MADE BY THE TRUSTEE, THE UNDERWRITERS, THE COUNTERPARTY OR THE DEPOSITOR AS
TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE UNDERLYING
SECURITIES PROSPECTUS OR THE UNDERLYING SECURITIES REGISTRATION STATEMENT.
EVENTS AFFECTING THE UNDERLYING SECURITIES OR THE UNDERLYING ISSUER MAY HAVE
OCCURRED AND




                                      S-18


MAY HAVE NOT YET BEEN PUBLICLY DISCLOSED, WHICH COULD AFFECT THE ACCURACY OR
COMPLETENESS OF THE UNDERLYING SECURITIES PROSPECTUS, THE UNDERLYING SECURITIES
REGISTRATION STATEMENT OR THE OTHER PUBLICLY AVAILABLE DOCUMENTS DESCRIBED
ABOVE.

                    DESCRIPTION OF THE UNDERLYING SECURITIES

                  On or about March 24, 2006, The Allstate Corporation (the
"Underlying Issuer") issued its 5.95% Notes due 2036 in an aggregate principal
amount of $650,000,000 (as described in the Underlying Securities Prospectus),
in public offerings registered on Registration Statement No. 333-108253 (the
"Underlying Securities Registration Statement"), filed by the Underlying Issuer
with the Commission under the Securities Act of 1933 (the "Securities Act").

                  The Underlying Securities of the Trust will consist solely of
$35,000,000 aggregate principal amount of the Underlying Issuer's 5.95% Notes
due 2036 (the "Underlying Securities"). Distributions of interest are required
to be made on the Underlying Securities semi-annually on the 1st of each April
and October, or if such day is not a business day on the next succeeding
business day (each, an "Underlying Securities Payment Date"). A single principal
payment in an amount equal to the aggregate principal amount of the Underlying
Securities is payable on the maturity date of April 1, 2036.

                  According to information released publicly by the Underlying
Issuer, The Allstate Corporation, was incorporated in Delaware on November 5,
1992 and is a holding company that conducts most of its business through its
subsidiaries Allstate Insurance Company and Allstate Life Insurance Company.
According to such information, the Underlying Issuer is the nation's largest
publicly held personal lines insurance company and the second largest personal
property and casualty insurer. Its executive offices are located at 2775 Sanders
Road, Northbrook, Illinois 60062 and its telephone number is (847) 402-5000.

                  As of April 21, 2006, the Depositor estimates that the market
price of the Underlying Securities was 94.69% of their principal amount plus
accrued interest. This market price is based on one or more prices reported or
available to the Depositor for actual sales occurring on April 21, 2006. The
foregoing market price of the Underlying Securities does not reflect the cost or
value of the Swap Agreement or the Interest Rate Forward Contracts and is not
intended to indicate the market value of the Certificates.

                  For a summary of the material terms of the Underlying
Securities, see Appendix A hereto.

THE UNDERWRITERS AND THE UNDERLYING ISSUER

                  From time to time, Wachovia Capital Markets, LLC (herein
referred to by its trade name "Wachovia Securities"), RBC Dain Rauscher Inc,
Piper Jaffray & Co. or Maxim Group LLC (collectively, the "Underwriters") may be
engaged by the Underlying Issuer as underwriters or placement agents, in an
advisory capacity or in other business arrangements. In addition, the
Underwriters or an affiliate of the Depositor may make a market in other
outstanding securities of the Underlying Issuer.



                                      S-19


                                  THE DEPOSITOR

                  The Depositor was incorporated in the State of Delaware on
April 12, 2001, as a wholly owned, limited purpose subsidiary of Wachovia
Corporation. The business activities of the Depositor are limited by its
Certificate of Incorporation to the acquiring, owning, holding, selling
transferring, assigning or otherwise dealing with or in certain debt or asset
backed securities, issuing, offering and selling certificates or notes that
represent interests in or are secured by such debt or asset backed securities,
and generally any activities that are incidental to the foregoing. The principal
office of the Depositor is located at One Wachovia Center, 301 South College
Street, DC 8 Charlotte, NC 28288, Attention: Structured Notes Desk.

                  In its securitization program, the Depositor acquires fixed
income securities from time to time and transfers them to trusts that it forms
which it turn issue securities, such as the Certificates, backed by the
transferred fixed income securities and also backed by or subject to any other
assets arranged for by the Depositor. The Depositor sells the securities issued
through these securitizations in both public offerings and private placements.
In each such offering Wachovia Securities, its affiliate, has been the managing
or sole underwriter or, in the case of the private placements, the initial
purchaser of the securities. The Depositor regularly evaluates market conditions
and publicly tradable fixed income securities to identify opportunities to
engage in transactions of this type. The Depositor been securitizing fixed
income securities in this manner since 2003. Through December 31, 2005, the
Depositor has completed 24 public securitizations, one in 2003, 16 in 2004 and 6
in 2005. The aggregate principal amount of securities issued in these
securitizations is approximately $585 million.

                  The Depositor will have no obligations with respect to the
Certificates following their issuance, except to the limited extent set forth in
the Trust Agreement. The Depositor's obligations under the Trust Agreement
following the issuance of the Certificates will be limited to (i) acting as set
forth under "Description of the Certificates-- Action Upon Underlying Issuer
Failing to Report Under the Exchange Act" in the event of an SEC Reporting
Failure, (ii) directing the Trustee in the manner of any early liquidation of
the Trust, (iii) providing notice to the Trustee in the event DTC is no longer
willing or able to act as Clearing Agency with respect to the Certificates, (iv)
filing periodic reports in relation to the Trust under the Exchange Act for so
long as such reporting obligations apply to the Trust, (v) providing for the
payment of the fees of the trustee and providing indemnification to the Trustee
for certain liabilities and expenses and (vi) appointing a replacement trustee
in the event of the Trustee's resignation or removal.

                      DESCRIPTION OF THE SWAP AGREEMENT AND
                       THE INTEREST RATE FORWARD CONTRACTS

GENERAL

                  Under the terms of the Swap Agreement, the Swap Counterparty
will be obligated to pay to the Trust on each Distribution Date, including the
Final Scheduled Distribution Date, an amount equal to the related Swap Interest
Payment. Correspondingly, the Trust will be obligated to pay to the Swap
Counterparty on each Underlying Securities Payment Date an amount equal to all
interest payments payable to the Trust in respect of the Underlying




                                      S-20


Securities. Unless it is sooner terminated under its terms, the Swap Agreement
is scheduled to terminate on the Final Scheduled Distribution Date.

                  In addition, on the Closing Date, the Trust will purchase
thirteen separate Interest Rate Forward Contracts from the IRFC Counterparty,
one corresponding to each Distribution Date occurring from May 2006 until and
including May 2007. Under each Interest Rate Forward Contract, the Trust will
pay an agreed upon amount to the IRFC Counterparty on the Closing Date and the
IRFC Counterparty will agree to make a single payment to the Trust on the
Distribution Date specified in the Interest Rate Forward Contract based on the
excess, if any, of 8.00% per annum over the per annum rate payable to the Trust
under the Swap Agreement for that Distribution Date. The effect of the payments
under the Interest Rate Forward Contracts when combined with the Swap Agreement
will be to provide for a fixed rate of interest of 8.00% per annum on the
Certificates for each of the first thirteen Distribution Dates and thereafter, a
floating rate of interest on the Certificates equal to the Swap Interest
Payment.

                  Wachovia Bank, National Association is referred to in this
prospectus supplement as the "Swap Counterparty" with respect to its obligations
under the Swap Agreement and as the "IRFC Counterparty" with respects to its
obligations under the Interest Rate Forward Agreements, and generally as the
"Counterparty" with respect to obligations under both the Swap Agreement and the
Forward Interest Rate Contracts. Wachovia Bank, National Association is an
affiliate of the Depositor and Wachovia Securities, which is acting as an
Underwriter.

PAYMENTS UNDER THE SWAP AGREEMENT

                  Amounts Payable by the Swap Counterparty. Under the Swap
Agreement, (i) the Swap Counterparty will be obligated to pay to the Trust on
each Distribution Date, including the Final Scheduled Distribution Date, an
amount equal to the Swap Interest Payment for the related Interest Period and
(ii) upon the occurrence of a Swap Agreement Termination Event that is also a
Trust Termination Event, an amount equal to any Early Termination Payment plus
Unpaid Amounts, if any, owed to the Trust under the Swap Agreement shall be
payable by the Swap Counterparty. Upon the occurrence of a Swap Agreement
Termination Event that is not also a Trust Termination Event, no Early
Termination Payment shall be payable by the Swap Counterparty other than Unpaid
Amounts. See "--Payments Upon Early Termination" herein.

                  The "Swap Interest Payment" for each Interest Period during
the term of the Swap Agreement will be an amount obtained by multiplying (i) the
Swap Notional Amount by (ii) the Swap Agreement Rate (reset monthly) plus 0.80%
per annum and by (iii) a fraction the numerator of which is 30 and the
denominator of which is 360, subject to a maximum interest rate of 8.00% per
annum.

                  The "Swap Agreement Rate" for each Interest Period during
which no Swap Agreement Termination Event has occurred will be equal to the
three-month treasury bill rate, as calculated for the Interest Period. The
"three-month treasury bill rate" will be the USD-TBILL-H.15 Rate (as hereinafter
defined) as determined for each Reset Date (as hereinafter defined) during the
applicable Interest Period.



                                      S-21


                  For purposes hereof, the term "USD-TBILL-H.15 Rate" for any
Interest Period shall mean the rate for a Reset Date which appears on either the
Telerate Page 56 or the Telerate Page 57 opposite the three month designated
maturity under the heading "INVEST RATE." If United States Treasury bills of the
three month designated maturity have been auctioned on the Reset Date for that
Interest Period but such rate for such Reset Date does not appear on either the
Telerate Page 56 or the Telerate Page 57, the rate for that Reset Date will be
the Bond Equivalent Yield of the rate set forth in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
for that day in respect of the three month designated maturity under the caption
"U.S. Government securities/Treasury bills/Auction high." If United States
Treasury bills of the three month designated maturity have been auctioned on the
Reset Date for that Interest Period but such rate for such Reset Date does not
appear on either the Telerate Page 56 or the Telerate page 57 and such rate is
not set forth in the H.15 Daily Update in respect of the three month designated
maturity under the caption "U.S. Government securities/Treasury bills/Auction
high" or another recognized electronic source, the rate for that Reset Date will
be the Bond Equivalent Yield of the auction rate for those Treasury bills as
announced by the United States Department of the Treasury. If the United States
Treasury bills of the three month designated maturity are not auctioned during
any period of seven consecutive calendar days ending on, and including, any
Friday and the Reset Date for that Interest Period would have occurred during
that seven-day period, a Reset Date will be deemed to have occurred on the day
during that seven-day period on which such Treasury bills would have been
auctioned in accordance with the usual practices of the United States Department
of the Treasury, and the rate for that Reset Date will be determined as if the
parties had specified "USD-TBILL-Secondary Market" as the applicable
USD-TBILL-H.15 Rate. For purposes hereof, the terms "Bond Equivalent Yield",
"H.15 Daily Update" and "USD-TBILL-Secondary Market" shall each have the
meanings set forth in the Swap Agreement, and the term "Reset Date," for each
Interest Period, shall mean the last Monday prior to the first day of such
Interest Period.

                  In addition, at the time it enters into the Swap Agreement,
the Swap Counterparty will make a payment to the Trust, in consideration of the
Trust's entering into the Swap Agreement, equal to approximately $720,000.

                  Amounts Payable by the Trust. The Trust will be obligated to
pay the Swap Counterparty (i) an amount equal to all interest payments payable
on the Underlying Securities on each Underlying Securities Payment Date and (ii)
upon the occurrence of a Swap Agreement Termination Event that is also a Trust
Termination Event, an amount equal to the Early Termination Payment plus Unpaid
Amounts, if any, owed to the Swap Counterparty under the Swap Agreement. Upon
the occurrence of a Swap Agreement Termination Event that is not also a Trust
Termination Event, no Early Termination Payment shall be payable by the Trust
other than Unpaid Amounts. See "--Payments Upon Early Termination" herein.

EVENTS OF DEFAULT AND TERMINATION EVENTS

                  The occurrence of any of the following constitutes a
termination event under the Swap Agreement (each, a "Swap Agreement Termination
Event") in respect of which the Swap Counterparty, on the one hand, or the
Trust, on the other hand, is a "Defaulting Party" or an "Affected Party:"



                                      S-22


                 (i)       the Swap Counterparty fails to make any payment under
                           the Swap Agreement, and such failure is not remedied
                           by the third Business Day after notice is given to
                           it, in which case the Swap Counterparty is the
                           Defaulting Party;

                 (ii)      the Trust fails to make any payment under the Swap
                           Agreement, and such failure is not remedied by the
                           third Business Day after notice is given to it, in
                           which case the Trust is the Defaulting Party (a
                           "Trust Swap Payment Default");

                 (iii)     certain events of bankruptcy, insolvency or
                           reorganization in respect of the Swap Counterparty in
                           which case the Swap Counterparty is the Defaulting
                           Party;

                 (iv)      in the event that the Swap Counterparty is downgraded
                           to a rating below the applicable downgrade level set
                           forth in the Swap Agreement by S&P and the Swap
                           Counterparty fails to (x) provide collateral to
                           secure its obligations under the Swap Agreement in
                           accordance with the terms of the Swap Agreement, (y)
                           transfer the Swap Agreement to another provider, in
                           accordance with the Swap Agreement, or (z) provide an
                           alternative form of credit support in accordance with
                           the Swap Agreement, in which case the Swap
                           Counterparty is the Affected Party;

                 (v)       the occurrence of a Payment Default or an
                           Acceleration, in which case the Trust is the
                           Defaulting Party;

                 (vi)      as a result of certain legislative, regulatory or
                           judicial action, it becomes unlawful for the Swap
                           Counterparty to comply with any material provision of
                           the Swap Agreement, including any payment obligation,
                           in which case the Swap Counterparty is the Affected
                           Party;

                 (vii)     as a result of certain legislative, regulatory or
                           judicial action, it becomes unlawful for the Trust to
                           comply with any material provision of the Swap
                           Agreement, including any payment obligation, in which
                           case the Trust is the Affected Party (a "Trust
                           Regulatory Event");

                 (viii)    the occurrence of an SEC Reporting Failure, followed
                           by a determination by the Trustee to terminate the
                           Trust after consultation with the Depositor, in which
                           case the Trust is the Affected Party;

                 (ix)      a prepayment of the Underlying Securities prior to
                           the Final Scheduled Distribution Date, in which case
                           the Trust is the Affected Party; or

                 (x)       other Swap Agreement Termination Events provided in
                           the Swap Agreement.

                  The Swap Agreement Termination Events specified in paragraphs
(ii), (v), (vii), (viii) and (ix) above are each also a "Trust Termination
Event." The Swap Agreement



                                      S-23


Termination Events specified in paragraphs (i), (iii) and (iv) above are each
also a "Swap Counterparty Default." The Trustee will distribute any proceeds
received upon the occurrence of a Trust Termination Event in the manner
described under "Description of the Certificates--Distributions". In the event a
Swap Agreement Termination Event simultaneously occurs under paragraphs (vi) and
(vii) above, then it shall be deemed to be a Swap Agreement Termination Event
solely under paragraph (vii).

                  So long as the Swap Agreement has not been terminated, the
notional amount of the Swap Agreement (the "Swap Notional Amount") will at all
times equal the principal amount of the Underlying Securities held by the Trust.
In the event the Swap Termination Event specified in paragraph (ix) occurs as a
result of the prepayment of less than 100% of the Underlying Securities, so long
as the redemption proceeds are sufficient to cover any Early Termination Payment
owing to the Swap Counterparty, the Swap Agreement will terminate in part
through a reduction in the Swap Notional Amount that is equal to the reduction
in the principal amount of the Underlying Securities.

                  Early Termination Date. If a Swap Agreement Termination Event
occurs in which the Swap Counterparty is the "Defaulting Party" or the only
"Affected Party," the Trustee shall designate as an Early Termination Date the
earliest date following the Trustee's receipt of actual knowledge thereof on
which the Swap Agreement can practically be terminated (an "Early Termination
Date").

                  Except as provided in the preceding paragraph, the Swap
Counterparty will be responsible for designating an Early Termination Date upon
the occurrence of a Swap Agreement Termination Event.

PAYMENTS UPON EARLY TERMINATION

                  The obligations of the Swap Counterparty and the Trust under
the Swap Agreement will terminate upon the occurrence of a Swap Agreement
Termination Event. In the event that a Swap Agreement Termination Event occurs
in connection with a Trust Termination Event, then an Early Termination Payment
shall be due and payable by either the Trust or the Swap Counterparty in
accordance with the Swap Agreement in addition to any Unpaid Amounts. On each
Distribution Date following any Swap Agreement Termination Event that is not a
Trust Termination Event, the holders of the Certificates will receive a pro rata
share of any interest payments received by the Trust in respect of the
Underlying Securities, which will cause the yield on the Certificates to be
based on the fixed interest on the Underlying Securities, instead of the
floating interest rate produced by the Swap Agreement, or, for the first
thirteen distribution dates, the fixed rate produced by the combined effect of
the Swap Agreement and the Interest Rate Forward Contracts.

                  The amount payable upon an early termination of the Swap
Agreement (the "Early Termination Payment") will be based on an average of
quotations obtained by the Swap Counterparty from leading swap dealers of the
highest credit standing (or if fewer than three quotes are received, based on
the actual loss or gain resulting from such early termination). If an early
termination results from a Swap Agreement Termination Event which is also a
Trust Termination Event, the Swap Counterparty will determine the Market
Quotation, and if the



                                      S-24


Termination Amount is a positive number the Swap Counterparty shall be obligated
to pay such amount to the Trust and if the Termination Amount is a negative
number the Trust shall be obligated to pay the absolute value of such amount to
the Swap Counterparty in connection with such Swap Agreement Termination Event.
If a Swap Agreement Termination Event occurs which is not a Trust Termination
Event, then no Early Termination Payment shall be due and payable by either the
Trust or the Swap Counterparty in connection with the early termination of the
Swap Agreement other than Unpaid Amounts.

                  "Market Quotation" means, as to the respective party making
the determination, the Termination Amount based on the arithmetic mean of
quotations from at least three leading dealers, after disregarding the highest
and lowest such quotations, all in accordance with the Swap Agreement.

                  "Termination Amount" means the amount, if any, that a leading
dealer would pay (expressed as a positive number) or receive (expressed as a
negative number) in consideration of an agreement that would have the effect of
preserving for the Swap Counterparty the economic equivalent of the amounts that
would have been paid by the Trust and the Swap Counterparty pursuant to the Swap
Agreement after the Early Termination Date, determined as if the Swap Agreement
had not been terminated, in whole or in part, early.

                  "Unpaid Amounts" means, as to the respective party, an amount
equal to the regular scheduled payments that such party is otherwise required to
make under the Swap Agreement, through, but excluding, the date on which the
Swap Agreement is terminated.

                  Upon the occurrence of any liquidation of the Underlying
Securities, the Certificateholders will not receive any distributions payable to
them until after the payment of the Early Termination Payment (if any is then
payable) to the Swap Counterparty.

ASSIGNMENT OF RIGHTS

                  Under the terms of the Trust Agreement, the Trustee may
consent to any transfer or assignment by the Swap Counterparty of its rights
under the Swap Agreement, so long as S&P shall have given its prior written
confirmation that such transfer or assignment will not result in a reduction or
withdrawal of the then current rating of the Certificates. The Trustee shall not
be permitted to transfer or assign its rights under the Swap Agreement without
the prior consent of the Swap Counterparty.

AMENDMENT OF THE SWAP AGREEMENT

                  The Swap Agreement may not be amended without the prior
written consent of the Swap Counterparty, holders of 66 2/3% of the then
outstanding Certificates and without prior written confirmation from S&P that
such amendment will not result in a reduction or withdrawal of the then current
rating of the Certificates; provided, however, that each of the Swap
Counterparty and the Trustee may amend the Swap Agreement without the prior
written consent of Certificateholders to cure any ambiguity in, or to correct or
supplement any provision of the Swap Agreement which may be inconsistent with
any other provision of the Swap Agreement, or to otherwise cure any defect in
the Swap Agreement, provided, that any such amendment does not materially
adversely affect the interest of the Certificateholders and that S&P will have
given



                                      S-25


its prior written confirmation that such amendment will not result in a
reduction or withdrawal of the then current rating of the Certificates; provided
further, however, that notwithstanding anything to the contrary, no amendment
may alter the timing or amount of any payment on the Swap Agreement without the
prior consent of 100% of the Certificateholders and without giving S&P prior
written notice of any such amendment.

PAYMENTS UNDER THE INTEREST RATE FORWARD CONTRACTS

                  On the Closing Date, the Trust will purchase thirteen separate
Interest Rate Forward Contracts from the IRFC Counterparty. A separate Interest
Rate Forward Contract will be entered into for each of the first thirteen
Distribution Dates, i.e., the Distribution Dates occurring from May 2006 until
May 2007, inclusive. Under each Interest Rate Forward Contract, the Trust will
pay an agreed upon amount to the IRFC Counterparty on the Closing Date and the
IRFC Counterparty will agree to make a single payment to the Trust on the
Distribution Date specified in the Interest Rate Forward Contract based on the
excess, if any, of 8.00% per annum over the per annum rate payable to the Trust
under the Swap Agreement for that Distribution Date. A payment will be due on
each Interest Rate Forward Contract only on the Distribution Date specified in
the Interest Rate Forward Contract and, on the specified Distribution Date, only
to the extent described in the preceding sentence. Each Interest Rate Forward
Contract will expire after the Distribution Date specified therein regardless of
whether any payment was actually due thereon on the specified Distribution Date.
The effect of the payments under the Interest Rate Forward Contracts when
combined with the Swap Agreement will be to provide for a fixed rate of interest
of 8.00% per annum on the Certificates for each of the first thirteen
Distribution Dates.

                  The amount to be paid by the Trust to the IRFC Counterparty on
the Closing Date for each Interest Rate Forward Contract will be as follows:

           DISTRIBUTION DATE TO WHICH                     UPFRONT PAYMENT TO
     INTEREST RATE FORWARD CONTRACT RELATES               IRFC COUNTERPARTY
     --------------------------------------               -----------------
                    May 2006                                    $7,160
                   June 2006                                   $70,759
                   July 2006                                   $67,044
                  August 2006                                  $64,280
                 September 2006                                $62,157
                  October 2006                                 $61,574
                 November 2006                                 $61,404
                 December 2006                                 $61,507
                  January 2007                                 $61,582
                 February 2007                                 $61,653
                   March 2007                                  $61,983
                   April 2007                                  $62,905
                    May 2007                                   $63,819


                  Any termination of the Swap Agreement would not directly
affect the Interest Rate Forward Contracts or the calculation of the amounts due
from the IRFC Counterparty to the Trust thereunder, however, in the event of a
termination of the Swap Agreement that occurs before the Distribution Date in
May 2007, the Trustee will also liquidate the unexpired Interest



                                      S-26


Rate Forward Contracts, and will apply any amounts received in connection
therewith, after expenses, to the amount due in respect of any termination
payment owed to the Swap Counterparty.

CERTAIN INFORMATION CONCERNING WACHOVIA BANK, NATIONAL ASSOCIATION

                  Wachovia Bank, National Association (the "Bank") is a
subsidiary of Wachovia Corporation (the "Corporation"), whose principal office
is located in Charlotte, North Carolina. The Corporation is the fourth largest
bank holding company in the United States based on approximately $521 billion in
total assets as of December 31, 2005.

                  The Bank is a national banking association with its principal
office in Charlotte, North Carolina and is subject to examination and primary
regulation by the Office of the Comptroller of the Currency of the United
States. The Bank is a commercial bank offering a wide range of banking, trust
and other services to its customers. As of December 31, 2005, the Bank had total
assets of approximately $472 billion, total net loans of approximately $262
billion, total deposits of approximately $334 billion and equity capital of
approximately $47 billion.

                  The Bank submits quarterly to the Federal Deposit Insurance
Corporation (the "FDIC") a "Consolidated Report of Condition and Income for a
Bank With Domestic and Foreign Offices" (each, a "Call Report", and
collectively, the "Call Reports"). The publicly available portions of the Call
Reports with respect to the Bank (and its predecessor banks) are on file with
the FDIC, and copies of such portions of the Call Reports may be obtained from
the FDIC, Public Information Center, 801 17th Street, NW, Room 100, Washington,
DC 20434, (877) 275-3342, at prescribed rates. In addition, such portions of the
Call Reports are available to the public free of charge at the FDIC's web site
at http://www.fdic.gov.

                  The Corporation is subject to the information requirements of
the Securities Exchange Act of 1934, and in accordance therewith files annual,
quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such documents are
available to the public free of charge at the Commission's web site at
http://www.sec.gov. Reports, documents and other information about the
Corporation also can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York.

                  The information contained in this section relates to and has
been obtained from the Bank. The information concerning the Bank contained
herein is furnished solely to provide limited introductory information regarding
the Bank and does not purport to be comprehensive. Such information regarding
the Bank is qualified in its entirety by the detailed information appearing in
the documents referenced above.

                  The delivery hereof shall not create any implication that
there has been no change in the affairs of the Bank since the date hereof, or
that the information contained in this section is correct as of any time
subsequent to its date.

                  THE SWAP AGREEMENT AND THE INTEREST RATE FORWARD CONTRACTS ARE
OBLIGATIONS OF



                                      S-27


THE BANK AND ARE NOT OBLIGATIONS OF THE CORPORATION. NO BANKING OR OTHER
AFFILIATE CONTROLLED BY THE CORPORATION, EXCEPT THE BANK, IS OBLIGATED TO MAKE
PAYMENTS UNDER THE SWAP AGREEMENT OR THE INTEREST RATE FORWARD CONTRACTS.

SIGNIFICANCE PERCENTAGE

         Regulation AB under the Securities Act requires the Depositor to
determine the "significance percentage" represented by the Swap Agreement and
the Interest Rate Forward Contracts. Under these rules, the Depositor makes a
"significance estimate" of the Swap Agreement and the Interest Rate Forward
Contracts based on a reasonable good faith estimate of the maximum probable
exposure represented by the Swap Agreement and the Interest Rate Forward
Contracts made in substantially the same manner as that used in the Depositor's
internal risk management process in respect of similar instruments. The
"significance percentage" is such estimate expressed as a percentage of the
principal balance of the Underlying Securities. The Depositor estimates that the
significance percentage of the Swap Agreement and the Interest Rate Forward
Contracts as of the Closing Date will be less than 10%. This estimate is based
in part on collateral that the Bank will provide to the Trustee to secure its
obligations under the Swap Agreement, as described in the following sentence.
The Bank has agreed with the Trust that, on the Closing Date and for so long as
the Trust is required to file reports with the Commission under the Exchange
Act, it will (x) provide to the Trust collateral (which shall be limited to
Treasury Securities and cash) to secure its obligations under the Swap Agreement
in accordance with the terms of the Swap Agreement in an amount sufficient so
that the significance percentage represented by the Swap Agreement and the
Interest Rate Forward Contracts will be less than 10% or (y) provide to the
Trust financial information in accordance with Items 1115(b)(1) and 1115(b)(2)
of Regulation AB for derivatives that have a significance percentage equal to or
in excess of 10% or 20%, respectively.



                         DESCRIPTION OF THE CERTIFICATES

GENERAL

                  The Certificates will be issued pursuant to the terms of the
Trust Agreement. The following summary as well as other pertinent information
included elsewhere in this Prospectus Supplement and in the accompanying
Prospectus describes material terms of the Certificates and the Trust Agreement,
but does not purport to be complete and is subject to, and qualified in its
entirety by reference to, all the provisions of the Certificates and the Trust
Agreement. The following summary supplements the description of the general
terms and provisions of the Certificates of any given series and the related
Trust Agreement set forth in the accompanying Prospectus, to which description
reference is hereby made.

                  The Certificates will be denominated and distributions with
respect thereto will be payable in United States Dollars, which will be the
"Specified Currency" as such term is defined in the accompanying Prospectus. The
Certificates represent in the aggregate the entire beneficial ownership interest
in the Trust. The property of the Trust will consist of (i) the Underlying
Securities, (ii) all payments on or collections in respect of the Underlying
Securities accruing on



                                      S-28


or after the Closing Date (subject to the Trust's obligations to the Swap
Counterparty under the Swap Agreement) and (iii) the rights of the Trust under
the Swap Agreement (subject to the Trust's obligations to the Swap Counterparty
under the Swap Agreement) and the Interest Rate Forward Contracts. The property
of the Trust will be held for the benefit of the holders of the Certificates and
the Counterparty by the Trustee.

BOOK-ENTRY CERTIFICATES

                  The Certificates will be delivered in registered form. The
Certificates will be issued, maintained and transferred on the book-entry
records of The Depository Trust Company ("DTC") and its Participants in minimum
denominations of $25. The Certificates will each initially be represented by one
or more global Certificates registered in the name of the nominee of DTC,
together with any successor clearing agency selected by the Depositor, the
("Clearing Agency"), except as provided below. The Depositor has been informed
by DTC that DTC's nominee will be Cede & Co. No holder of any such Certificate
will be entitled to receive a Certificate representing such person's interest,
except as set forth below under "--Definitive Certificates." Unless and until
definitive Certificates are issued under the limited circumstances described
below, all references to actions by Certificateholders with respect to any such
Certificates shall refer to actions taken by DTC upon instructions from its
Participants. See "--Definitive Certificates" below and "Description of the
Certificates--Global Securities" in the Prospectus.

                  Under the rules, regulations and procedures creating and
affecting DTC and its operations, DTC will take action permitted to be taken by
a Certificateholder under the Trust Agreement only at the direction of one or
more Participants to whose DTC account such Certificates are credited.
Additionally, DTC will take such actions with respect to specified Voting Rights
only at the direction and on behalf of Participants whose holdings of such
Certificates evidence such specified Voting Rights. DTC may take conflicting
actions with respect to Voting Rights, to the extent that Participants whose
holdings of Certificates evidence such Voting Rights, authorize divergent
action.

DEFINITIVE CERTIFICATES

                  Definitive Certificates will be issued to Certificate owners
or their nominees, respectively, rather than to DTC or its nominee, only if the
Depositor advises the Trustee in writing that DTC is no longer willing or able
to discharge properly its responsibilities as Clearing Agency with respect to
the Certificates and the Depositor is unable to locate a qualified successor.

                  Upon the occurrence of any event described in the immediately
preceding paragraph, the Trustee is required to notify all Participants of the
availability through DTC of definitive Certificates. Upon surrender by DTC of
the definitive Certificates representing the Certificates and receipt of
instructions for re-registration, the Trustee will reissue such Certificates as
definitive Certificates issued in the respective principal amounts owned by the
individual owners of the Certificates. Thereafter the Trustee will recognize the
holders of the definitive Certificates as Certificateholders under the Trust
Agreement.



                                      S-29


DISTRIBUTIONS

                  Each Certificate evidences the right to receive (i) prior to a
Swap Agreement Termination Event, distributions of the related Swap Interest
Payment on the 1st day of each calendar month, commencing May 1, 2006, or, if
any such day is not a Business Day, the next succeeding Business Day (each, a
"Distribution Date") and for each of the first thirteen Distribution Dates,
payments by the IRFC Counterparty on the Interest Rate Forward Contracts, (ii)
after a Swap Agreement Termination Event that is not also a Trust Termination
Event, distributions of the related interest payable on the Underlying
Securities, semi-annually on each Distribution Date occurring in February and
August and (iii) a distribution of principal equal to $25 per Certificate on
April 1, 2036, or upon earlier redemption of the Underlying Securities, subject
to the prior rights of the Swap Counterparty as described below. Interest will
begin to accrue on the Certificates on the Closing Date.

                  If a distribution is scheduled to be made on any day which is
not a Business Day, then such distribution will be made on the next succeeding
Business Day. With respect to any Distribution Date, the record date is the
Business Day immediately prior to such Distribution Date (the "Record Date").
For purposes of the foregoing, "Business Day" means any other day other than a
Saturday, a Sunday or a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to be closed.

                  All distributions to Certificateholders will be made only from
the property of the Trust (including any proceeds received under the Swap
Agreement and the Interest Rate Forward Contracts) as described herein. The
Certificates do not represent an interest in or obligation of the Depositor, the
Underlying Issuer, the Trustee, the Underwriters, the Counterparty or any
affiliate of any thereof.

                  Interest Distributions. So long as a Swap Agreement
Termination Event has not occurred, all interest collections in respect of the
Underlying Securities accruing on or after the Closing Date will be paid to the
Swap Counterparty. Collections received by the Trustee from the Swap
Counterparty (or from the Underlying Issuer following a Swap Agreement
Termination Event that is not a Trust Termination Event) during the preceding
Interest Period will be applied by the Trustee on each applicable Distribution
Date, solely to the extent of such funds on such Distribution Date, to the
holders of the Certificates. In addition, so long as a Swap Agreement
Termination Event has not occurred, for each of the first thirteen Distribution
Dates, any amounts received by the Trust under the Interest Rate Forward
Contracts will be applied by the Trustee on the applicable Distribution Date to
interest due on the Certificates. The effect of the payments under the Interest
Rate Forward Contracts when combined with the Swap Agreement will be to provide
for a fixed rate of interest of 8.00% per annum on the Certificates for each of
the first thirteen Distribution Dates and thereafter, a floating rate of
interest on the Certificates equal to the Swap Interest Payment.

                  Principal Distribution. The Trustee will pay any amounts
received from the Underlying Issuer with respect to principal on the Underlying
Securities, to the Certificateholders, pro rata, to the extent of available
funds. Therefore, if the Underlying Securities pay as scheduled,
Certificateholders will receive a single principal payment equal to



                                      S-30


the principal amount of their Certificates ($25 per Certificate) on the Final
Scheduled Distribution Date which is April 1, 2036.

                  However, if the Underlying Securities are redeemed, retired or
liquidated for any reason prior to the Final Scheduled Distribution Date,
including as a result of a Payment Default, an Acceleration, an SEC Reporting
Failure or a redemption of the Underlying Securities, a Trust Swap Payment
Default, a Trust Regulatory Event or any other Swap Agreement Termination Event,
and the Swap Agreement is then in effect, the funds received by the Trust in
connection with the related redemption, payment or liquidation (including, if
occurring prior to the Distribution Date in May 2007, any proceeds from the
liquidation of any unexpired Interest Rate Forward Contracts) will be paid (i)
first, to the Swap Counterparty, in an amount equal to any Early Termination
Payment and Unpaid Amounts payable by the Trust to the Swap Counterparty and
(ii) thereafter, any remainder will be paid to the Certificateholders. In the
event the Underlying Securities are distributed "in-kind" to any duly electing
Certificateholder, which may occur following a Payment Default, an SEC Reporting
Failure or any other Swap Agreement Termination Event that is also a Trust
Termination Event but that does not involve a redemption or other payment on the
Underlying Securities, that distribution will be subject to prior payment of all
amounts set forth in clause (i) above. Any such "in-kind" distribution will be
made only in the above-described circumstances and will constitute the final
distribution on any Certificate duly surrendered therefor.

RECOVERY ON UNDERLYING SECURITIES FOLLOWING PAYMENT DEFAULT OR ACCELERATION

                  If a Payment Default or an Acceleration occurs, the Trustee
will promptly give notice to the Swap Counterparty and to DTC or, for any
Certificates which are not then held by DTC or any other depository, directly to
the registered holders thereof. Such notice will set forth (i) the identity of
the issuer of the Underlying Securities, (ii) the date and nature of such
Payment Default or Acceleration, (iii) the amount of the interest or principal
in default, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.

                  In the event of a Payment Default while the Swap Agreement is
in effect and if an Early Termination Payment is due to the Swap Counterparty,
the Underlying Securities will be liquidated and the funds received by the Trust
in connection with the related liquidation will be paid (i) first, to the Swap
Counterparty, in an amount equal to any Early Termination Payment payable by the
Trust to the Swap Counterparty and (ii) thereafter, any remainder will be paid
to the Certificateholders. However, if there is a Payment Default and the Swap
Agreement is no longer in effect, the Trustee is required to proceed against the
Underlying Issuer on behalf of the Certificateholders to enforce the Underlying
Securities or otherwise to protect the interests of the Certificateholders,
subject to the receipt of indemnity in form and substance satisfactory to the
Trustee; provided, that holders of the Certificates representing a majority of
the Voting Rights on the Certificates will be entitled to direct the Trustee in
any such proceeding or direct the Trustee to sell the Underlying Securities,
subject to the Trustee's receipt of satisfactory indemnity. In addition, the
Trustee shall, to the extent it is so directed by the Depositor, provide
Certificateholders with the option to elect to receive an "in kind" distribution
of their pro rata share of the Underlying Securities. In the event of an
Acceleration and a corresponding payment on the Underlying Securities, the
Trustee will distribute the proceeds to the Swap Counterparty



                                      S-31


and the Certificateholders no later than two Business Days after the receipt of
immediately available funds in the manner described under "--Distributions"
above.

                  A "Payment Default" means a default in the payment of any
amount due on the Underlying Securities after the same becomes due and payable
(and the expiration of any applicable grace period on the Underlying
Securities). An "Acceleration" means the acceleration of the maturity of the
Underlying Securities after the occurrence of any default on the Underlying
Securities other than a Payment Default. If the Underlying Securities are
liquidated, the funds available to make distributions to the Certificateholders
will be reduced by any Early Termination Payment.

                  Interest and principal payments on the Underlying Securities
are payable solely by the Underlying Issuer. The Underlying Issuer is subject to
laws permitting bankruptcy, liquidation, moratorium, reorganization or other
actions which, in the event of financial difficulties of the Underlying Issuer,
could result in delays in payment, partial payment or non-payment of the
Certificates.
ACTION UPON UNDERLYING ISSUER FAILING TO REPORT UNDER THE EXCHANGE ACT

                  In the event that the Underlying Issuer either (i) states in
writing that it intends permanently to cease filing periodic reports required
under the Exchange Act or (ii) fails to file its required periodic reports for
any applicable reporting period (each, an "SEC Reporting Failure"), the Trustee,
after consultation with the Depositor, may be required to liquidate the
Underlying Securities, or to distribute to any duly electing Certificateholder
its proportionate share of the Underlying Securities themselves (subject to the
requirement that the Underlying Securities be distributed in authorized
denominations). Any such liquidation of the Underlying Securities would result
in a final distribution to Certificateholders of the net proceeds of such
liquidation, after making any termination payment due to the Swap Counterparty.
Any such "in-kind" distribution of the Underlying Securities will also be made
after giving effect to each electing Certificateholder's proportionate share of
any such termination payment due to the Swap Counterparty, and will also
constitute the final distribution to the electing Certificateholder. See
"--Distributions" above.

                  In the event an SEC Reporting Failure occurs, the Trustee will
liquidate or distribute the Underlying Securities only if, as instructed by the
Depositor, it is required to do so by the rules of the Commission as interpreted
by the Commission staff at that time. In that regard, in the event of an SEC
Reporting Failure, the Depositor may attempt to effect a termination of the
Trust's Exchange Act reporting obligations if doing so would permit the Trust to
continue under such rules without a liquidation or distribution of the
Underlying Securities. In connection with any such termination, the listing of
the Certificates on the NYSE would be discontinued.

TRUST SWAP PAYMENT DEFAULT AND TRUST REGULATORY EVENT

                  In the event of a Trust Swap Payment Default or a Trust
Regulatory Event, the Trustee may be required to liquidate the Underlying
Securities. The proceeds from any sale of



                                      S-32


the Underlying Securities will be allocated to the Certificateholders and to the
Swap Counterparty in the manner described under "--Distributions" above.

LISTING ON THE NEW YORK STOCK EXCHANGE

                  Application will be made to list the Certificates on the New
York Stock Exchange (the "NYSE"). Trading of the Certificates on the NYSE is
expected to commence within a thirty-day period after the initial delivery
thereof. It is unlikely that trading of the Certificates on the NYSE will be
active. There can be no assurance that the Certificates, once listed, will
continue to be eligible for trading on the NYSE. In the event of an SEC
Reporting Failure, the listing of the Certificates on the NYSE may be
discontinued. See "--Action Upon Underlying Issuer Failing to Report Under the
Exchange Act" above.

REPORTS TO CERTIFICATEHOLDERS

                  For so long as the Depositor is subject to the reporting
requirements of the Exchange Act, the Depositor will file distribution reports
on Form 10-D on behalf of the Trust following each Distribution Date, will file
an annual report of Form 10-K on behalf of the Trust, and may file additional
public reports in relation to the Trust from time to time. The name of the Trust
for purposes of obtaining reports on the EDGAR system is STRATS(SM) Trust For
Allstate Corporation Securities, Series 2006-3, and the CIK number of the Trust
is 0001357660. The public may read and copy any materials filed with the
Commission at the Commission's Public Reference Room at 100 F Street, NE,
Washington, DC 20549. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission at (http://www.sec.gov). Reports on the Trust
will not be separately made available through any other web site.

                       DESCRIPTION OF THE TRUST AGREEMENT

GENERAL

                  The Certificates will be issued pursuant to the Trust
Agreement, a form of which is filed as an exhibit to the registration statement.
A Registration of Certain Classes of Securities on Form 8-A relating to the
Certificates containing a copy of the Series Supplement to the Trust Agreement
as executed will be filed by the Depositor with the Commission following the
issuance and sale of the Certificates. The Trust property created under the
Trust Agreement will consist of (i) the Underlying Securities, (ii) all payments
on or collections in respect of the Underlying Securities accruing on or after
the Closing Date (subject to the Trust's obligations to the Swap Counterparty
under the Swap Agreement) and (iii) the rights of the Trust under the Swap
Agreement (subject to the Trust's obligations to the Swap Counterparty under the
Swap Agreement).

                  Reference is made to the Prospectus for important information
in addition to that set forth herein regarding the Trust, the terms and
conditions of the Trust Agreement and the Certificates. The following summaries
of certain provisions of the Trust Agreement do not purport to be complete and
are subject to the detailed provisions contained in the form of Trust



                                      S-33


Agreement. Certificateholders should review the form of Trust Agreement for a
full description of its provisions, including the definition of certain terms
used in this Prospectus Supplement.

THE TRUSTEE

                  The Bank of New York, a New York banking corporation, will act
as trustee for the Certificates and the Trust as required by the Trust
Agreement. The Trustee's offices are located at 101 Barclay Street, New York, NY
10286 Attention: Kevin Pennant and its telephone number is 212-815-2849. The
Bank of New York has been, and currently is, serving as indenture trustee and
trustee for numerous securitization transactions and programs, including
transactions involving corporate bonds. The Bank of New York is one of the
largest corporate trust providers of trust services on securitization
transactions.

                  The Trust Agreement will provide that the Trustee and any
director, officer, employee or agent of the Trustee will be indemnified by the
Trust and will be held harmless against any loss, liability or expense incurred
in connection with, or relating to, the Trust Agreement or the Certificates or
the administration of the Trust or the performance of the Trustee's duties under
the Trust Agreement, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance by the
Trustee of its duties under the Trust Agreement.

EVENTS OF DEFAULT

                  There are no events of default under the Trust Agreement.

VOTING RIGHTS

                  The holders of the Certificates will have 100% of the voting
rights with respect to the Trust ("Voting Rights"). The Required Percentage for
modifying or amending the Trust Agreement is 66 2/3% of the Voting Rights;
provided, however, that if written confirmation is not obtained from S&P that
such modification or amendment will not result in a reduction or withdrawal of
the then current rating of the Certificates, then any such modification or
amendment must be approved by all Certificateholders.

VOTING OF UNDERLYING SECURITIES

                  The Trustee, as holder of the Underlying Securities, has the
right to vote and give consents and waivers in respect of such Underlying
Securities as permitted by DTC and except as otherwise limited by the Trust
Agreement and the Swap Agreement. In the event that the Trustee receives a
request from DTC or the Underlying Issuer for the Trustee's consent to any
amendment, modification or waiver of the Underlying Securities, or any other
document thereunder or relating to the Underlying Securities, or receives any
other solicitation for any action with respect to the Underlying Securities, the
Trustee shall mail a notice of such proposed amendment, modification, waiver or
solicitation to each Certificateholder of record as of such date. The Trustee
shall request instructions from the Certificateholders as to whether or not to
consent to or vote to accept such amendment, modification, waiver or
solicitation. The Trustee shall consent or vote, or refrain from consenting or
voting, in the same proportion (based on the relative principal amount of the
Certificates) as the Certificates of the Trust were actually voted



                                      S-34


or not voted by the Certificateholders of the Trust as of a date determined by
the Trustee prior to the date on which such consent or vote is required;
provided, however, that, notwithstanding anything to the contrary, the Trustee
shall at no time vote or consent to any matter which would alter the timing or
amount of any payment on the Underlying Securities, including, without
limitation, any demand to accelerate the Underlying Securities, or which would
result in the exchange or substitution of any of the outstanding Underlying
Securities in accordance with a plan for the refunding or refinancing of such
Underlying Securities, except with the consent of Certificateholders
representing 100% of the aggregate Voting Rights of the Certificates and subject
to the requirement that such vote or consent would not, based on an opinion of
counsel, materially increase the risk that the Trust would fail to qualify as a
grantor trust for federal income tax purposes. The Trustee will not be liable
for any failure to act resulting from Certificateholders' late return of, or
failure to return, directions requested by the Trustee from the
Certificateholders.

TERMINATION OF TRUST

                  The Trust will terminate upon (i) the payment in full at
maturity or upon early redemption of the Certificates and all amounts due to the
Swap Counterparty or (ii) the distribution of the proceeds received upon a
recovery on or any liquidation of the Underlying Securities or the "in-kind"
distribution of the Underlying Securities themselves (in each case, after
deducting the costs incurred in connection therewith and any amounts payable to
the Swap Counterparty), including as a result of a Payment Default, an
Acceleration thereof, an SEC Reporting Failure, a Trust Swap Payment Default, a
Trust Regulatory Event or another Trust Termination Event.

                  While it is expected that the occurrence of a Trust
Termination Event will in fact result in the termination of the Trust in the
manner described in clause (ii) above, should a Trust Termination Event occur
under a circumstance in which it is not necessary to liquidate any Underlying
Securities in order to pay all amounts owing to the Swap Counterparty in respect
of any Early Termination Payment and Unpaid Amounts, it is expected, under that
circumstance, that the Trust will continue notwithstanding such occurrence,
albeit the Swap Agreement will have terminated and interest distributions to
Certificateholders will no longer be based on Swap Interest Payments under the
Swap Agreement and (for each of the first thirteen Distribution Dates) payments
by the IRFC Counterparty on the Interest Rate Forward Contracts.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

                  The following supplements the discussion under the caption
"Material Federal Income Tax Consequences" in the accompanying Prospectus. The
discussion herein is based on the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Regulations promulgated and proposed thereunder (the
"Regulations"), judicial decisions and published administrative rulings and
pronouncements of the Internal Revenue Service (the "Service") and
interpretations thereof. All of these authorities and interpretations are
subject to change, and such changes may be applied on a retroactive basis.

                  This discussion represents the opinion of tax counsel to the
Trust, subject to the qualifications set forth herein. This summary assumes that
the Underlying Securities are properly



                                      S-35


characterized as debt for federal income tax purposes. Except as specifically
provided, this summary neither discusses the tax consequences of persons other
than initial purchasers who are U.S. Certificateholders (as defined below) that
hold their certificates as capital assets (within the meaning of Section 1221 of
the Code) nor does it discuss all of the tax consequences that may be relevant
to particular investors or to investors subject to special treatment under the
United States federal income tax laws (such as life insurance companies,
retirement plans, regulated investment companies, persons who hold their
certificates as part of a "straddle," a "hedge" or a "conversion transaction,"
persons that have a "functional currency" other than the U.S. dollar, investors
in pass-through entities and tax-exempt organizations).

                  U.S. Certificateholder. For purposes of this discussion, a
"U.S. Certificateholder" means a Certificateholder that is (i) a citizen or
resident of the United States, (ii) a partnership or corporation (or other
entity treated as a corporation for federal income tax purposes) organized in or
under the laws of the United States, any state thereof or the District of
Columbia, (iii) an estate, the income of which is includible in gross income for
U.S. federal income tax purposes regardless of its source, (iv) a trust with
respect to which both (A) a court in the U.S. is able to exercise primary
supervision over its administration and (B) one or more U.S. persons have the
authority to control all of its substantial decisions or (v) a trust that has
elected to be treated as a United States person under applicable Regulations. A
"Non-U.S. Certificateholder" means a person that is neither a U.S.
Certificateholder nor a Certificateholder subject to rules applicable to former
citizens and residents of the United States.

                  PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX
ADVISORS WITH REGARD TO THE FEDERAL TAX CONSEQUENCES OF PURCHASING, HOLDING AND
DISPOSING OF THE CERTIFICATES UNDER THEIR OWN PARTICULAR CIRCUMSTANCES, AS WELL
AS THE TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY LOCAL, STATE OR FOREIGN
JURISDICTION TO WHICH THEY MAY BE SUBJECT.

TAX STATUS OF THE TRUST

                  In the opinion of Sidley Austin LLP, the Trust will not be
classified as a corporation or publicly traded partnership taxable as a
corporation for federal income tax purposes and, therefore, will not be subject
to federal income tax. Although the matter is not entirely free from doubt, the
parties will treat the Trust as a "grantor trust" for federal income tax
purposes. Assuming such characterization is correct, the Certificateholders, by
virtue of acquiring and holding their Certificates, will be deemed to acquire
and hold proportionate interests in the Swap Agreement, the Underlying
Securities and the Interest Rate Forward Contracts and will generally be
required to report on their federal income tax returns their proportionate
shares of the Trust's income and deductions in accordance with their own methods
of accounting. In this connection, and for purposes of determining income and
deductions, the cost of a Certificateholder's proportionate interest in each of
the Swap Agreement, the Underlying Securities and the Interest Rate Forward
Contracts will be calculated by allocating the cost of the Certificate among
those interests based on their relative fair market values as determined at the
time the Certificate is acquired.



                                      S-36


                  No assurance can be given that the Service will agree with the
foregoing classification of the Trust or that, if challenged, this
classification will prevail. See the discussions under the captions "Tax Status
of the Trust--Classification as a Partnership" and "Possible Alternative
Treatment of the Underlying Securities" in the Prospectus.

                  The remaining discussion assumes that the Trust is, and that
the Certificates represent interests in, a grantor trust for federal income tax
purposes.

INCOME OF U.S. CERTIFICATEHOLDERS IN GENERAL

                  The income tax consequences of investing in the Certificates
depends on (1) whether the Certificateholders' positions in the Swap Agreement
and the Underlying Securities are "integrated" within the meaning of Treasury
Regulation Section 1.1275-6 and (2) whether the Interest Rate Forward Contracts
are treated as options and (3) whether the Certificateholders' positions in the
Swap Agreement, the Underlying Securities and the Interest Rate Forward
Contracts are treated as a "straddle" within the meaning of Code Section
1092(a)(2).

Integration of the Swap Agreement and the Underlying Securities Pursuant to
Treasury Regulation Section 1.1275-6.

                  If the positions in the Swap Agreement and the Underlying
Securities are integrated, then the Certificateholders will be treated as
acquiring a beneficial interest in a single "synthetic" debt instrument (the
"Synthetic Debt Instrument"), which will generally be taxed based on its
combined characteristics (that is, the Underlying Securities and the Swap
Agreement will generally be treated as a debt instrument with interest payments
based on the three-month Treasury Bill Average). If the Underlying Securities
and the Swap Agreement are not integrated, then the Certificateholders will be
treated as separately acquiring a beneficial interest in the Underlying
Securities and entering into the Swap Agreement, and the Certificateholders will
generally be taxed based on the individual characteristics of each interest
(that is, the Underlying Securities will be treated as debt and the Swap
Agreement will be treated as a notional principal contract for federal tax
purposes).

                  UNDER THE TERMS OF THE CERTIFICATES, EACH CERTIFICATEHOLDER,
BY ACQUIRING THE CERTIFICATES, (1) ELECTS TO INTEGRATE THE UNDERLYING SECURITIES
AND THE SWAP AGREEMENT FOR FEDERAL INCOME TAX PURPOSES, (2) AUTHORIZES AND
DIRECTS THE TRUSTEE (OR THE TRUSTEE'S AGENT) TO RETAIN, AS PART OF THE
CERTIFICATEHOLDER'S BOOKS AND RECORDS, INFORMATION THAT DESCRIBES THE UNDERLYING
SECURITIES AND THE SWAP AGREEMENT, IDENTIFIES THE TWO POSITIONS AS INTEGRATED
FOR FEDERAL INCOME TAX PURPOSES AND DESCRIBES THE FEATURES OF THE RESULTING
"SYNTHETIC" DEBT INSTRUMENT AND (3) AGREES TO RETAIN COPIES OF SUCH INFORMATION
AS PROVIDED TO THE CERTIFICATEHOLDER BY THE TRUST.

                  The Service may assert that notwithstanding the election
described above, the Underlying Securities and the Swap Agreement have not or
cannot be integrated for federal income tax purposes. If the Service were to
succeed, then there could be different and possibly



                                      S-37


adverse tax consequences to the Certificateholders. See the discussion under the
caption "Consequences if the Underlying Securities and the Swap Agreement are
Not Integrated."

                  The remaining discussion assumes that the Underlying
Securities and the Swap Agreement will be integrated for federal income tax
purposes.

Treatment of the Interest Rate Forward Contracts as Options

                  UNDER THE TERMS OF THE CERTIFICATES, EACH CERTIFICATEHOLDER,
BY ACQUIRING THE CERTIFICATES, AGREES TO TREAT THE INTEREST RATE FORWARD
CONTRACTS (EXCEPT THE INTEREST RATE FORWARD CONTRACT MATURING FIRST) AS SEPARATE
OPTIONS.

                  Taxation of the Interest Rate Forward Contracts as options and
possible alternative treatment are described below.

Treatment of the Swap Agreement, the Underlying Securities and the Interest Rate
Forward Contracts as an Identified Straddle

                  UNDER THE TERMS OF THE CERTIFICATES, EACH CERTIFICATEHOLDER,
BY ACQUIRING THE CERTIFICATES, AGREES TO TREAT THE SWAP AGREEMENT, THE
UNDERLYING SECURITIES AND THE INTEREST RATE FORWARD CONTRACTS AS PARTS OF AN
IDENTIFIED STRADDLE.

                  Taxation of the positions in the Swap Agreement, the
Underlying Securities and the Interest Rate Forward Contracts as parts of an
"identified straddle" and possible alternative treatment are described below.

TAXATION OF THE SYNTHETIC DEBT INSTRUMENT

                  Regardless of a Certificateholder's regular method of
accounting (cash or accrual), all income on the Synthetic Debt Instrument will
constitute original issue discount ("OID"), which must be reported as it accrues
based on annual or more frequent compounding. A Certificateholder, therefore,
may have to report income from a Synthetic Debt Instrument in advance of
receiving the related payment.

                  The Trust intends to report the income on the Synthetic Debt
Instrument based on monthly accrual periods that will correspond to the monthly
payment dates. In general, the amount of income to be reported on the Synthetic
Debt Instrument for any accrual period will equal the amount of OID attributable
to that accrual period. Subject to the adjustments described below, the total
amount of OID for the Synthetic Debt Instrument for all accrual periods will
equal the excess of its stated redemption price at maturity ("SRPM") over its
issue price.

                  Issue Price of the Synthetic Debt Instrument. As discussed
above, a Certificateholder's proportionate interest in each of the Swap
Agreement, the Underlying Securities and the Interest Rate Forward Contracts
should be determined by allocating the cost of the Certificate among such
interests in proportion to the fair market values of the Swap Agreement, the
Underlying Securities and the Interest Rate Forward Contracts at the time the




                                      S-38


Certificate is purchased. The issue price of the Synthetic Debt Instrument will,
therefore, be equal the sum of the amounts allocated to the Swap Agreement and
the Underlying Securities.

                  SRPM of the Synthetic Debt Instrument. The SRPM of the
Synthetic Debt Instrument will equal the sum of its principal amount (that is,
the principal amount of the Underlying Securities) and the three-month Treasury
Bill-based interest payments. Solely for purposes of determining the OID on the
Synthetic Debt Instrument, and solely for purposes of determining the SRPM of
the Synthetic Debt Instrument, the three-month Treasury Bill-based payments will
be assumed to be a fixed amount based on the value of the three-month Treasury
Bill Average on the date a Certificate is initially purchased (the "Calculation
Rate"). NO REPRESENTATION IS MADE THAT THE CERTIFICATES WILL ACTUALLY PAY AT THE
CALCULATION RATE OR ANY OTHER RATE.

                  Original Issue Discount. As stated above, the Synthetic Debt
Instrument will have OID equal to the difference between the Synthetic Debt
Instrument's issue price and its SRPM. In substance, the total amount of OID on
the Synthetic Debt Instrument will include (1) all the regular monthly payments
to be paid on the Synthetic Debt Instrument plus (2) the amount by which the
principal due on the Underlying Securities exceeds the amount of cost basis
allocated to the Underlying Securities. The amount of OID accrued in any one
monthly accrual period will equal the adjusted issue price of the Synthetic Debt
Instrument at the start of the accrual period multiplied by the Synthetic Debt
Instrument's yield to maturity, adjusted (as described below) for the amount of
actual three-month Treasury Bill-based payments made with respect to the accrual
period. The adjusted issue price of the Synthetic Debt Instrument at the
beginning of an accrual period will equal the issue price (discussed above) plus
all OID previously accrued on the Synthetic Debt Instrument less all payments
previously made on the Synthetic Debt Instrument. The yield to maturity of the
Synthetic Debt Instrument will equal a discount rate that, when applied to the
SRPM of the Synthetic Debt Instrument, will produce an amount equal to the
Synthetic Debt Instrument's issue price.

                  Adjustments. For any particular accrual period, the
three-month Treasury Bill-based payments actually received by the
Certificateholders are unlikely to match the amount of OID that would accrue if
payments on the Synthetic Debt Instrument were made based solely on the
Calculation Rate. Accordingly, the OID taken into account for the accrual period
must be increased or decreased, respectively, to reflect the amount by which the
actual three-month Treasury Bill-based payments either exceed or fall short of
such Calculation Rate payments.

TAXATION OF THE INTEREST RATE FORWARD CONTRACTS

                  Because there are no statutes, regulations, rulings or
judicial decisions addressing the proper United States federal income tax
treatment of instruments like the Interest Rate Forward Contracts, their
treatment is uncertain. Each holder of a Certificate, by virtue of purchasing
the Certificate, agrees to treat each Interest Rate Forward Contract, except for
the first Interest Rate Forward Contract payable, as a separate option for
United States federal income tax purposes.

                  The cost of a Certificate, to the extent it is allocated to
the Interest Rate Forward Contracts on the date the Certificate is purchased,
will be further allocated among the separate



                                      S-39


Interest Rate Forward Contracts based on the relative fair market values of the
separate Interest Rate Forward Contracts on the purchase date. The amount so
allocated to each individual Interest Rate Forward Contract, except for the
first Interest Rate Forward Contract payable, will be treated as a premium paid
for that option. The premium paid for an option is neither a deductible expense
nor a loss, but is accounted for when the option is either exercised or allowed
to lapse. The amount allocated to the first Interest Rate Forward Contract
payable will be treated as the issue price paid for a short-term debt
instrument.

                  On the first payment date, the amount payable on the Interest
Rate Forward Contract for that date will be treated as interest income to the
extent it exceeds the issue price (as discussed immediately above).

                  As each of the second through twelfth payment dates occur, the
Interest Rate Forward Contract corresponding to that individual date, will
either be exercised or allowed to lapse. If the Interest Rate Forward Contract
is exercised, then any excess of the amount payable on the Interest Rate Forward
Contract over the amount of premium allocated to the Interest Rate Forward
Contract will be gain and any excess of the premium over the amount payable on
the Interest Rate Forward Contract will be loss. If the Interest Rate Forward
Contract is allowed to lapse, then no amount will be payable on the Interest
Rate Forward Contract and the amount of premium allocated to the Interest Rate
Forward Contract will be treated as a loss. The character of the gains and
losses from the exercise or lapse of the second through twelfth Interest Rate
Forward Contract and the ability to claim such losses as deductions are
discussed below under the caption "Taxation of the Swap Agreement, the
Underlying Securities and the Interest Rate Forward Contracts as an Identified
Straddle."

                  Alternative Treatment. If the Interest Rate Forward Contracts
are not treated as separate options, then they may be treated as a single debt
instrument or other financial contract. If this is the case, then any favorable
treatment of the character and timing of the income and losses generated by the
Interest Rate Forwards Agreements may be changed. For example, if the Interest
Rate Forward Contracts are treated as a single debt instrument, then a
Certificateholder may have to report interest income on the debt as it accrues
and may have to report any loss on the debt as capital loss after the last
Interest Rate Forward Contract expires or lapses.

TAXATION OF THE SWAP AGREEMENT, THE UNDERLYING SECURITIES AND THE INTEREST RATE
FORWARD CONTRACTS AS AN IDENTIFIED STRADDLE

                  Because the Swap Agreement, the Underlying Securities and the
Interest Rate Forward Contracts are parts of a straddle, capital gain (if any)
recognized on an Interest Rate Forward Contract will be short-term capital gain
and will be reportable for the year the Interest Rate Forward Contract is
exercised. For the same reason, any capital gain or loss from disposing of a
Certificate will be short-term gain or loss unless the Certificate is held for
more than one year after the last Interest Rate Forward Contract is exercised or
allowed to lapse.

                  As discussed, each holder of a Certificate, by virtue of
purchasing the Certificate, agrees to treat the straddle consisting of the Swap
Agreement, Underlying Securities and Interest Rate Forward Contracts as an
"identified straddle." Under the identified straddle provisions, a
Certificateholder will be unable to claim as a deduction any loss realized on
the exercise or lapse


                                      S-40


of an Interest Rate Forward Contract (except for the first Interest Rate Forward
Contract payable). Instead, an amount equal to the loss will be added to the
Certificateholder's adjusted cost basis in the Synthetic Debt Instrument, in
which case it will potentially reduce the amount of income or increase the
amount of loss the Certificateholder realizes when the Synthetic Debt Instrument
matures or when the Certificate is disposed of.

SALE OR EXCHANGE BY CERTIFICATEHOLDERS

                  Upon selling a Certificate, a Certificateholder must allocate
the proceeds among the Swap Agreement, the Underlying Securities and any
remaining Interest Rate Forward Contracts based on the relative fair market
values of the Swap Agreement, the Underlying Securities and any remaining
Interest Rate Forward Contracts on the date of sale.

                  Sales Proceeds Allocated to the Interest Rate Forward
Contracts. The amount of sales proceeds allocated to the Interest Rate Forward
Contracts must be further allocated among the individual Interest Rate Forward
Contracts based on their relative fair market values at the time a Certificate
is sold. Any excess of the sales proceeds allocated to an Interest Rate Forward
Contract (except for the first Interest Rate Forward Contract payable) over the
amount of premium allocated to the Interest Rate Forward Contract will be
short-term capital gain and any excess of the premium over the sales proceeds
will be short-term capital loss.

                  Sales Proceeds Allocated to the Swap Agreement and Underlying
Securities. Assuming the Swap Agreement remains in force, a Certificateholder
will recognize gain or loss equal to the difference, if any, between the amount
of the sales proceeds allocated to the Synthetic Debt Instrument and the amount
of the Certificateholder's adjusted basis in the Synthetic Debt Instrument. A
Certificateholder's adjusted basis in the Synthetic Debt Instrument will equal
so much of the amount paid for the Certificate as was initially allocated to the
Synthetic Debt Instrument (that is, the amount initially allocated to the Swap
Agreement and the Underlying Securities) plus all OID previously accrued on the
Synthetic Debt Instrument less all payments previously made on the Synthetic
Debt Instrument. Any gain or loss resulting from the sale of an interest in a
Synthetic Debt Instrument will be capital gain or capital loss but will only be
long-term capital gain or loss (as the case may be) if the Certificate disposed
of is held for more than one year after the last Interest Rate Forward Contract
is exercised or allowed to lapse.

                  If the Swap Agreement terminates, leaving the Underlying
Securities as the sole asset of the Trust, then a sale of the Certificate will
be equivalent to sale of the Underlying Securities. The sale of the Underlying
Securities will be treated as described in the Prospectus under the caption
"Material Federal Income Tax Consequences." The consequences from the
termination of the Swap Agreement are described below under the caption
"Separate Termination of the Swap Agreement."

SEPARATE TERMINATION OF THE SWAP AGREEMENT

                  If the Swap Agreement is terminated while the Underlying
Securities are still held by the Trust, then a Certificateholder will be treated
as having sold its interest in the Synthetic Debt Instrument for its fair market
value immediately before the termination. The Certificateholder will recognize
any income, deduction, gain or loss realized at that time. The



                                      S-41


Certificateholder's basis in the Underlying Securities, and the adjusted issue
price of the Underlying Securities will be modified to reflect the fair market
value of the Underlying Securities (as opposed to the fair market value of the
Synthetic Debt Instrument) and any termination payment made or received by the
Trust for agreeing to terminate the Swap Agreement.

                  After a termination of the Swap Agreement, the
Certificateholder's interests in the Underlying Securities will be treated as
described in the Prospectus under the caption "Material Federal Income Tax
Consequences."

DEDUCTIBILITY OF TRUST'S FEES AND EXPENSES

                  Under Section 162 or 212 of the Code, subject to the
limitation on miscellaneous itemized deductions of certain taxpayers, including
individuals described in the next sentence, each Certificateholder will be
entitled to deduct its pro rata share of expenses incurred by the Trust. In the
case of individuals (and trusts, estates or other persons that compute their
income in the same manner as individuals), such Holder's share of any expenses
will be deductible under the Code only to the extent these expenses, plus other
"miscellaneous itemized deductions" of the individual, exceed 2% of the
individual's adjusted gross income. In addition, Section 68 of the Code provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a certain amount (the "Applicable Amount")
will be reduced by the lesser of (i) 3% of the excess of the individual's
adjusted gross income over the Applicable Amount or (ii) 80% of the amount of
itemized deductions otherwise allowable for the taxable year. The 3% and 80%
limits are scheduled to be reduced starting in 2006 and to return to current
levels after 2010. Miscellaneous itemized deductions are not deductible for
purposes of computing the alternative minimum tax.

TAX-EXEMPT CERTIFICATEHOLDERS

                  Except for the entities described below, provided a tax-exempt
Certificateholder does not hold a Certificate as "debt financed property" within
the meaning of Section 514 of the Code or otherwise use the Certificate in an
unrelated trade or business, distributions on the Certificate and proceeds from
the sale of the Certificate will not give rise to unrelated business taxable
income ("UBTI"). Tax-exempt Certificateholders that are social clubs, voluntary
employee benefit associations, supplemental unemployment benefit trusts and
qualified group legal services plans exempt from federal income taxation under
Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code, respectively, are
subject to different UBTI rules and are encouraged to consult their tax advisors
before acquiring a Certificate.

INCOME OF NON-U.S. CERTIFICATEHOLDERS

                  Income from the Synthetic Debt Instrument. A Non-U.S.
Certificateholder who is an individual or corporation (or an entity treated as a
corporation for federal income tax purposes) holding Certificates on its own
behalf will generally not be subject to United States federal income taxes on
payments of principal, premium, interest or original issue discount received
with respect to the Synthetic Debt Instrument or the first Interest Rate Forward
Contract payable unless the Non-U.S. Certificateholder is (a) a direct or
indirect 10% or greater



                                      S-42


shareholder of the issuer of the Underlying Securities; (b) a controlled foreign
corporation related to the issuer of the Underlying Securities; or (c) an
individual who ceased being a U.S. citizen or long-term resident for tax
avoidance purposes.

                  Income from the Interest Rate Forward Contracts. Although the
matter is not entirely free from doubt, a Non-U.S. Certificateholder who is an
individual or corporation (or an entity treated as a corporation for federal
income tax purposes) holding Certificates on its own behalf should not be
subject to United States federal income taxes on gains from the Interest Rate
Forward Contracts unless (a) the Non-U.S. Certificateholder is an individual who
ceased being a U.S. citizen or long-term resident for tax avoidance purposes or
(b) the Interest Rate Forward Contracts are treated as a single instrument
making a series of fixed or determinable payments.

                  To qualify for any exemption from taxation, the Withholding
Agent, as defined below, must have received a statement from the individual or
corporate Certificateholder that:

o     is signed under penalties of perjury by the beneficial owner of the
      Certificate,

o     certifies that such owner is not a U.S. Certificateholder, and

o     provides the beneficial owner's name and address.

                  A "Withholding Agent" is the last United States payor (or a
non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person,
or withholding foreign partnership) in the chain of payment prior to payment to
a Non-U.S. Certificateholder (which itself is not a Withholding Agent).
Generally, the exemption statement is made on an IRS Form W-8BEN ("W-8BEN"),
which is effective for the remainder of the year of signature plus three full
calendar years unless a change in circumstances makes any information on the
form incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S.
taxpayer identification number will remain effective until a change in
circumstances makes any information on the form incorrect, provided, that the
Withholding Agent reports at least annually to the beneficial owner on IRS Form
1042-S. The beneficial owner must inform the Withholding Agent within 30 days of
any change and furnish a new W-8BEN. A Non-U.S. Certificateholder who is not an
individual or corporation (or an entity treated as a corporation for federal
income tax purposes) holding Certificates on its own behalf may have
substantially increased reporting requirements. In particular, in the case of
Certificates held by a foreign partnership (or foreign trust), the partners (or
beneficiaries) rather than the partnership (or trust) will be required to
provide the certification discussed above, and the partnership (or trust) will
be required to provide certain additional information.

                  A Non-U.S. Certificateholder whose income with respect to its
investment in a Certificate is effectively connected with the conduct of a U.S.
trade or business will generally be taxed as if the Certificateholder is a U.S.
Certificateholder.

                  Certain securities clearing organizations, and other entities
that are not beneficial owners, may be able to provide a signed statement to the
Withholding Agent. However, in such case, the signed statement may require a
copy of the beneficial owner's W-8BEN (or a substitute form).



                                      S-43


                  Generally, a Non-U.S. Certificateholder will not be subject to
federal income taxes on any amount which constitutes capital gain upon
liquidation or disposition of a Certificate, unless the Non-U.S.
Certificateholder is an individual who is present in the United States for 183
days or more in the taxable year of the disposition and the gain is derived from
sources within the United States. Certain other exceptions may be applicable,
and a Non-U.S. Certificateholder should consult its tax advisor in this regard.

                  Estate Tax. The Certificates will not be includible in the
estate of a Non-U.S. Certificateholder unless (i) the individual is a direct or
indirect 10% or greater shareholder of the issuer of the Underlying Securities
or, (ii) at the time of such individual's death, payments in respect of the
Certificates would have been effectively connected with the conduct by such
individual of a trade or business in the United States, or (iii) the
Certificateholder was an individual who ceased being a U.S. citizen or long-term
resident for tax avoidance purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING

                  Backup withholding of U.S. federal income tax may apply to
payments made in respect of a Certificate to a registered owner who is not an
"exempt recipient" and who fails to provide certain identifying information
(such as the registered owner's taxpayer identification number) in the manner
required. Generally, individuals are not exempt recipients whereas corporations
and certain other entities are exempt recipients. Payments made in respect of a
Certificateholder must be reported to the Service, unless the Certificateholder
is an exempt recipient or otherwise establishes an exemption. Compliance with
the identification procedures (described in the preceding section) will also
establish an exemption from backup withholding for a Non-U.S. Certificateholder
who is not an exempt recipient.

                  In addition, upon the sale of a Certificate to (or through) a
broker, the broker must backup withhold on the entire purchase price, unless
either (i) the broker determines that the seller is a corporation or other
exempt recipient or (ii) the seller provides certain identifying information in
the required manner, and in the case of a Non-U.S. Certificateholder certifies
that the seller is a Non-U.S. Certificateholder (and certain other conditions
are met). The sale must also be reported by the broker to the Service, unless
either (i) the broker determines that the seller is an exempt recipient or (ii)
the seller certifies its non-U.S. status (and certain other conditions are met).

                  Any amounts withheld under the backup withholding rules from a
payment to a Certificateholder will be allowed as a refund or a credit against
such Certificateholder's U.S. federal income tax, provided, that the required
information is furnished to the Service.

CONSEQUENCES IF THE UNDERLYING SECURITIES AND THE SWAP AGREEMENT ARE NOT
INTEGRATED

                  In General. If the Underlying Securities and the Swap
Agreement are not integrated, then the Certificateholders will be treated as
separately acquiring the Interest Rate Forward Contracts, the Underlying
Securities and entering into the Swap Agreement, and the Certificateholders will
generally be taxed based on the individual characteristics of each interest
(that is, the Interest Rate Forward Contracts will be treated as described
above, the Underlying Securities will be treated as debt, and the Swap Agreement
will be treated as a notional principal



                                      S-44


contract). To properly account for the transaction, the Certificateholder must
determine its initial basis in the Interest Rate Forward Contracts and the
Underlying Securities and whether it has received a nonperiodic payment for
entering into the Swap Agreement, whether it has paid a nonperiodic payment to
the Swap Counterparty for entering into the Swap Agreement or whether no
nonperiodic payment has been made or received by either the Certificateholder or
the Swap counterparty. This calculation is made by reference to the fair market
value of the Interest Rate Forward Contracts and the Underlying Securities
without the Swap Agreement.

                  Basis. To the extent the cost of the Certificates exceeds the
fair market value of the Interest Rate Forward Contracts and the Underlying
Securities alone, such excess will be treated as having been paid as a
nonperiodic payment to the Swap Counterparty. Consequently, the
Certificateholder will have initially a fair market value basis in the Interest
Rate Forward Contracts and the Underlying Securities and an initial basis equal
to the excess (if any) in the Swap Agreement. To the extent the cost of the
Certificate is less than the fair market value of the Interest Rate Forward
Contracts and the Underlying Securities alone, such shortfall will be treated as
having been received by the Certificateholder as a nonperiodic payment for
entering into the Swap Agreement. Consequently, the Certificateholder will have
initially a fair market value basis in the Interest Rate Forward Contracts and
the Underlying Securities, with the excess cost being paid from the nonperiodic
payment deemed to be received by the Certificateholders for entering into the
Swap Agreement.

                  Treatment of the Underlying Securities. The
Certificateholder's interests in the Underlying Securities will be treated as
described in the Prospectus under the caption "Material Federal Income Tax
Consequences."

                  Treatment of the Swap Agreement. The Certificateholder's
interest in the Swap Agreement should be treated as a notional principal
contract for federal income tax purposes. In general, income or deductions with
respect to the Swap Agreement should be attributable to periodic payments,
nonperiodic payments, termination payments or a combination of the three. All
taxpayers, regardless of their normal method of tax accounting, must account for
periodic and nonperiodic payments on the Swap Agreement under an accrual method
of accounting.

                  Periodic Payments. The three-month Treasury Bill-based Swap
Interest Payments made by the Swap Counterparty to the Trust for the benefit of
the Certificateholders will be treated as periodic payments received with
respect to a notional principal contract and must be reported as ordinary
income. Conversely, payments of interest on the Underlying Securities, which are
paid by the Trust to the Swap Counterparty, will be treated as periodic payments
made with respect to a notional principal contract and will entitle the
Certificateholders to claim an ordinary deduction. In general, all the periodic
payments made and received that are attributable to the taxable year (together
with the amortized portion of any nonperiodic payment attributable to the
taxable year) are netted, and the net amount received or paid generally should
constitute ordinary income or an ordinary deduction (subject to the limitations
described below), respectively, for that year.

                  Nonperiodic Payments. In general, if a Certificateholder is
treated as making a nonperiodic payment to enter into the Swap Agreement, then
it must amortize the nonperiodic payment and claim deductions for the amounts
amortized over the term of the Swap Agreement



                                      S-45


in accordance with the forward rates of a series of cash settled forward
contracts that reflect the notional amount of the Swap Agreement and the
specified index (the three-month Treasury Bill Average). Conversely, if the
certificate holder is treated as receiving a nonperiodic payment, then it must
amortize and include the nonperiodic payment in income using the same
methodology. Alternative amortization methods are provided by the Treasury
Regulations governing swap contracts. A Certificateholder is encouraged to
consult its tax advisor in picking a methodology for amortizing any nonperiodic
payment.

                  Termination Payments. Depending on the fair market value of
the Swap Agreement at the time of sale, a U.S. Certificateholder may be
considered to pay or receive a termination payment under the Swap Agreement upon
selling the Certificate, which may result in a gain or loss. A termination of
the Swap Agreement (including, in certain circumstances, an assignment of the
Swap Agreement by the Swap Counterparty) will be treated in the same way. The
termination of the Swap Agreement due to a Swap Agreement Termination Event may
result in the Trust receiving or paying an Early Termination Payment, other
breakage fees, or both. These payments will also be treated as termination
payments made by or to the U.S. Certificateholders under the Swap Agreement.
Gain or loss upon the termination of the Swap Agreement will generally be
treated as capital gain or loss.

                  Deduction of Swap Payments to the Counterparty. Any deduction
claimed by a Certificateholder for the net amount paid to the Swap Counterparty,
may be limited. Specifically, in the case of an individual Certificateholder,
the amount of the net payment must be added to the Certificateholder's share of
Trust expenses and, therefore, will be subject to the limitations imposed by
Sections 67 and 68 of the Code. See the discussion, above, under the caption
"Deductibility of Trust's Fees and Expenses." In addition, the net payment is
not be deductible for purposes of computing the alternative minimum tax.

                  Sale or Exchange of a Certificate. The sale or exchange of a
Certificate will be treated as the separate sale of the Interest Rate Forward
Contracts, the Underlying Securities and the Swap Agreement. Subject to the
discussion of the straddle rules above, the sale of the Interest Rate Forward
Contracts should be treated as described above, the sale of the Swap Agreement
should be treated in the same manner as a termination payment and the sale of
the Underlying Securities should be treated as described in the Prospectus under
the caption "Material Federal Income Tax Consequences."

                  Non-U.S. Certificateholders. In the case of a non-U.S.
Certificateholder, the source of any income on the Swap Agreement will
ordinarily be the Non-U.S. Certificateholder's residence as determined under
Section 988(a)(3)(B)(i).

NEW REPORTING REGULATIONS

                  In January 2006, the IRS and Treasury Department finalized
proposed regulations concerning the reporting of tax information with respect to
"Widely Held Fixed Investment Trusts." These rules, which apply for taxable
years starting on January 1, 2007, may compel or allow a trustee to adopt new
ways of calculating and reporting tax items (such as OID, market discount, sale
proceeds and premium) to the Holders of Pass-Through Securities and may have the
effect of changing the timing and character of the tax items that a Holder must
report.



                                      S-46


STATE AND LOCAL TAX CONSIDERATIONS

                  Potential Certificateholders are encouraged to consider the
state and local tax consequences of the purchase, ownership and disposition of
the Certificates. State and local tax laws may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the tax laws of any state or locality. Therefore, potential
Certificateholders should consult their tax advisors with respect to the various
state and local tax consequences of an investment in the Certificates.

                              ERISA CONSIDERATIONS

                  The Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Code impose certain requirements on
(i) an employee benefit plan (as defined in Section 3(3) of ERISA), (ii) a plan
described in Section 4975(e)(1) of the Code, including an individual retirement
account ("IRA") or Keogh plan or (iii) any entity whose underlying assets
include plan assets of any such plan by reason of a plan's investment in the
entity (each, a "Plan"). In accordance with ERISA's fiduciary standards, before
investing in a Certificate, a plan fiduciary should determine whether such an
investment is permitted under the Plan's governing instruments and is
appropriate for the Plan in view of its investment policy and the composition of
its portfolio.

                  ERISA and Section 4975 of the Code prohibit certain
transactions involving the assets of a Plan and persons who have specified
relationships to the Plan, i.e., "parties in interest" within the meaning of
ERISA or "disqualified persons" within the meaning of Section 4975 of the Code
(collectively, "Parties in Interest"). The Underlying Issuer, the Underwriters,
the Trustee and their respective affiliates may be Parties in Interest with
respect to many Plans. There are a number of prohibited transaction exemptions
that, depending upon the circumstances of a Plan's investment in Certificates,
could apply to exempt from the penalties imposed on prohibited transactions some
or all prohibited transactions arising in connection with the Plan's investment,
including, but not limited to: PTCE 84-14 (for certain transactions determined
by an independent qualified professional asset manager); PTCE 91-38 (for certain
transactions involving bank collective investment funds); PTCE 90-1 (for certain
transactions involving insurance company pooled separate accounts): PTCE 95-60
(for certain transactions involving insurance company general accounts): and
PTCE 96-23 (for certain transactions effected by in-house asset managers). There
is no assurance that any of these exemptions would apply with respect to all
transactions involving the trust's assets. A Plan fiduciary considering an
investment in Certificates should consider whether such an investment might
constitute or give rise to a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code.

                  If an investment in Certificates by a Plan were to result in
the assets of the Trust being deemed to constitute "plan assets" of such Plan,
certain aspects of such investment, including the operations of the Trust and
the deemed extension of credit between the Underlying Issuer and the holder of a
Certificate (as a result of the Underlying Securities being deemed to be "plan
assets"), as well as subsequent transactions involving the Trust or its assets,
might constitute or result in prohibited transactions under Section 406 of ERISA
and Section 4975 of the Code unless exemptive relief were available under an
applicable exemption issued by the United States Department of Labor (the
"DOL"). Neither ERISA nor the Code defines the term



                                      S-47


"plan assets." Under Section 2510.3-101 of the DOL regulations (the
"Regulation"), a Plan's assets may include the assets of an entity if the Plan
acquires an "equity interest" in such entity. This is called the "look-through
rule." Thus, if a Plan acquired a Certificate, for certain purposes (including
the prohibited transaction provisions of Section 406 of ERISA and Section 4975
of the Code), the Plan would be considered to own an undivided interest in the
underlying assets of the Trust, unless an exception applied under the
Regulation.

                  Under the Regulation, "publicly-offered securities" qualify
for an exception to the generally applicable "look-through" rule described in
the preceding paragraph. A "publicly-offered security" is a security that is (i)
freely transferable, (ii) part of a class of securities that is owned by 100 or
more investors independent of the issuer and of one another at the conclusion of
the initial offering, and (iii) either is (A) part of a class of securities
registered under Section 12(b) or 12(g) of the Exchange Act, or (B) sold to the
Plan as part of an offering of securities to the public pursuant to an effective
registration statement under the Securities Act and the class of securities of
which such security is a part is registered under the Exchange Act within 120
days (or such later time as may be allowed by the Commission) after the end of
the fiscal year of the issuer during which the offering of such securities to
the public occurred.

                  It is anticipated that the Certificates will meet the criteria
of the "publicly offered securities" exemption. There are no restrictions
imposed on the transfer of Certificates; the Certificates will be sold pursuant
to an effective registration statement under the Securities Act and then will be
timely registered under the Exchange Act; and although no assurances can be
given, it is anticipated that the Certificates will initially be sold to 400 or
more beneficial owners independent of the Trust and of each other.

                  NOTHING HEREIN SHALL BE CONSTRUED AS A REPRESENTATION THAT AN
INVESTMENT IN THE CERTIFICATES WOULD MEET ANY OR ALL OF THE RELEVANT LEGAL
REQUIREMENTS WITH RESPECT TO INVESTMENTS BY, OR IS APPROPRIATE FOR, PLANS
GENERALLY OR ANY PARTICULAR PLAN. ANY PLAN OR ANY OTHER ENTITY THE ASSETS OF
WHICH ARE DEEMED TO BE "PLAN ASSETS," SUCH AS AN INSURANCE COMPANY INVESTING
ASSETS OF ITS GENERAL ACCOUNT, PROPOSING TO ACQUIRE THE CERTIFICATES SHOULD
CONSULT WITH ITS COUNSEL.

                             METHOD OF DISTRIBUTION

                  Subject to the terms and conditions set forth in the
underwriting agreement, dated April 21, 2006, the Depositor has agreed to cause
the Trustee, on behalf of the Trust, to sell and the Underwriters named below,
for which Wachovia Securities (an affiliate of the Depositor) is acting as
representative, have severally agreed to purchase the principal amount of
Certificates set forth below opposite their names.

 Wachovia Securities..........................   $  19,500,000
 RBC Dain Rauscher Inc .......................   $   7,000,000
 Piper Jaffray & Co. .........................   $   7,250,000
 Maxim Group LLC .............................   $   1,250,000

 Total........................................   $  35,000,000



                                      S-48


                  The Underwriters have agreed, subject to the terms and
conditions set forth in the underwriting agreement, to purchase all Certificates
offered by this Prospectus Supplement if any of such Certificates are purchased.
In the event of default by any Underwriter, the underwriting agreement provides
that, in certain circumstances the underwriting agreement may be terminated.

                  The Depositor has been advised by the Underwriters that they
propose to offer the Certificates to the public at the public offering price set
forth on the cover page of this Prospectus Supplement, and to certain dealers at
such price less a concession not in excess of $0.50 per Certificate. The
Underwriters may allow and such dealers may reallow a concession not in excess
of $0.45. After the initial public offering, the public offering price and the
concessions may be changed.

                  The Certificates are a new issue of securities with no
established trading market. Application has been made to list the Certificates
on the NYSE. Trading of the Certificates on the NYSE is expected to commence
within a thirty-day period after the initial delivery thereof. The Underwriters
have told the Depositor that they presently intend to make a market in the
Certificates. The Underwriters are not obligated, however, to make a market in
the Certificates. Any market making by the Underwriters may be discontinued at
any time at the sole discretion of the Underwriters. No assurance can be given
as to whether a trading market for the Certificates will develop or as to the
liquidity of any trading market.

                  The Certificates are expected to trade flat. Trading "flat"
means that any accrued and unpaid interest on the Certificates will be reflected
in the trading price, and purchasers will not pay and sellers will not receive
any accrued and unpaid interest on the Certificates not included in the trading
price.

                  Until the distribution of the Certificates is completed, rules
of the Commission may limit the ability of the Underwriters to bid for and
purchase the Certificates. As an exception to these rules, the Underwriters are
permitted to engage in certain transactions that stabilize the price of the
Certificates. Possible transactions consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the Certificates.

                  If the Underwriters create a short position in the
Certificates in connection with this offering, that is, if they sell a greater
aggregate principal amount of Certificates than is set forth on the cover page
of this Prospectus Supplement, the Underwriters may reduce that short position
by purchasing Certificates in the open market. The Underwriters may also impose
a penalty bid on certain selling group members. This means that if the
Underwriters purchase Certificates in the open market to reduce their short
position or to stabilize the price of the Certificates, they may reclaim the
amount of the selling concession from the selling group members who sold those
Certificates as part of the offering.

                  In general, purchase of a security for the purposes of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a
Certificate to the extent that it were to discourage resales of the
Certificates.



                                      S-49


                  Neither the Depositor nor the Underwriters make any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above might have on the price of the Certificates. In
addition, neither the Depositor nor the Underwriters make any representation
that the Underwriters will engage in such transactions. Such transactions, once
commenced, may be discontinued without notice.

                  The underwriting agreement provides that the Depositor will
indemnify the Underwriters against certain civil liabilities, including
liabilities under the Securities Act, or will contribute to payments the
Underwriters may be required to make in respect of such civil liabilities.

                  Wachovia Corporation conducts its investment banking,
institutional, and capital markets businesses through its various bank,
broker-dealer and non-bank subsidiaries (including Wachovia Capital Markets,
LLC) under the trade name of Wachovia Securities. Any references to Wachovia
Securities in this Prospectus Supplement, however, do not include Wachovia
Securities, Inc., member NASD/SIPC, a separate broker-dealer subsidiary of
Wachovia Corporation, and an affiliate of Wachovia Capital Markets, LLC.

                                     RATINGS

                  It is a condition to the establishment of the Trust and the
issuance of the Certificates that the Certificates be rated at least as highly
as the Underlying Securities by S&P. The Underlying Securities are rated "A+"
(negative outlook) by S&P. Any downgrade by S&P would result in a downgrade of
its rating of the Certificates.

                  The rating addresses the likelihood of the receipt by holders
of the Certificates of payments required under the Trust Agreement, and is based
primarily on the credit quality of the Underlying Securities. The rating does
not address the likelihood of the Underlying Issuer failing to report under the
Exchange Act.

                  A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating agency. Each security rating should be evaluated independently
of any other security rating.

                  The Depositor has not requested a rating on the Certificates
by any rating agency other than S&P. However, there can be no assurance as to
whether any other rating agency will rate the Certificates, or, if it does, what
rating would be assigned by any such other rating agency. A rating on the
Certificates by another rating agency, if assigned at all, may be lower than the
rating assigned to the Certificates by S&P. You should note that as of the date
of this Prospectus Supplement, the Underlying Securities are rated "A1" by
Moody's. The Depositor has not asked Moody's to assign a rating to the
Certificates.

                                 LEGAL OPINIONS

                  Certain legal matters relating to the Certificates will be
passed upon for the Depositor and the Underwriters by Sidley Austin LLP, New
York, New York.




                                      S-50



                             INDEX OF DEFINED TERMS


Acceleration.....................................S-32
Affected Party...................................S-22
Bank.............................................S-27
Business Day.....................................S-30
Call Report......................................S-27
Call Reports.....................................S-27
Certificateholders...............................S-17
Certificates......................................S-1
Clearing Agency..................................S-29
Closing Date.....................................S-17
Commission.................................S-18, S-27
Corporation......................................S-27
Counterparty.....................................S-21
Defaulting Party.................................S-22
Depositor........................................S-17
Distribution Date................................S-30
DOL..............................................S-47
DTC..............................................S-29
Early Termination Date...........................S-24
Early Termination Payment........................S-24
EDGAR............................................S-18
ERISA............................................S-47
Exchange Act.....................................S-18
FDIC.............................................S-27
Final Scheduled Distribution Date.................S-1
Interest Period...................................S-3
Interest Rate Forward Contracts...................S-6
IRA..............................................S-47
IRFC Counterparty................................S-21
Market Quotation.................................S-25
Master Agreement..................................S-5
Moody's..........................................S-16
NYSE.............................................S-33
Parties in Interest..............................S-47
Payment Default..................................S-32
Plan.............................................S-47
Record Date......................................S-30
Regulation.......................................S-48
S&P...............................................S-4
SEC Reporting Failure............................S-32
Securities Act...................................S-19
Specified Currency...............................S-28
Swap Agreement....................................S-5
Swap Agreement Rate..............................S-21
Swap Agreement Termination Event.................S-22
Swap Counterparty................................S-21
Swap Counterparty Default........................S-24
Swap Interest Payment............................S-21
Swap Notional Amount.............................S-24
Termination Amount...............................S-25
three-month treasury bill rate...................S-21
Trust............................................S-17
Trust Agreement..................................S-17
Trust Regulatory Event...........................S-23
Trust Swap Payment Default.......................S-23
Trust Termination Event..........................S-23
Trustee....................................S-17, S-34
Underlying Issuer................................S-19
Underlying Securities......................S-17, S-19
Underlying Securities Payment Date...............S-19
Underlying Securities Prospectus.................S-18
Underlying Securities Registration Statement.....S-19
Underwriters.....................................S-19
Unpaid Amounts...................................S-25
Voting Rights....................................S-34
Wachovia Securities..............................S-19



                                      S-51







                      [THIS PAGE INTENTIONALLY LEFT BLANK.]






                                   APPENDIX A

                    DESCRIPTION OF THE UNDERLYING SECURITIES

                  The "Summary of Terms of the Underlying Securities" and the
"Excerpts From the Underlying Securities Prospectus" below are qualified in
their entirety by reference to the Underlying Securities Prospectus and the
Underlying Registration Statement referred to below. Prospective investors in
the Certificates are urged to obtain and read a copy of the Underlying
Securities Prospectus and the Underlying Securities Registration Statement.
Neither the Depositor nor any of its affiliates nor the Underwriters make any
representation about the completeness or accuracy of information in the
Underlying Securities Prospectus or the Underlying Securities Registration
Statement.

1.  SUMMARY OF TERMS OF THE UNDERLYING SECURITIES

Underlying Issuer:                             The Allstate Corporation

Underlying Securities:                         $35,000,000 of 5.95% Notes due
                                               2036.

Amount Originally Issued:                      $650,000,000.

Interest Rate:                                 5.95% per annum.

Scheduled Payment Dates:                       April 1 and October 1.

Underlying Securities trustee:                 U.S. Bank National Association

Denominations:                                 $2,000 and integral multiples of
                                               $1,000 in excess thereof.

Form:                                          Book-Entry.

CUSIP:                                         020002AT8.

Underlying Securities Prospectus:              The prospectus dated August 27,
                                               2003, and prospectus supplement
                                               dated March 21, 2006.

Underlying Securities Registration Statement:  333-108253.


2.  SUMMARY EXCERPTS FROM THE UNDERLYING SECURITIES PROSPECTUS

                  Set forth below are summaries of certain sections of the
Underlying Securities Prospectus, which set forth material terms of the
Underlying Securities. PROSPECTIVE INVESTORS IN THE CERTIFICATES ARE URGED TO
READ THE FULL TEXT OF THE PROSPECTUS AND PROSPECTUS SUPPLEMENT RELATING TO THE
UNDERLYING SECURITIES. The Underlying Securities were issued pursuant to an
indenture dated as of December 16, 1997, as amended by a third supplemental
indenture dated as of July 23, 1999, as amended by a sixth supplemental
indenture dated as of June 12, 2000 and as supplemented by a thirteenth
supplemental indenture dated as of March 24, 2006, between the Underlying Issuer
and U.S. Bank National Association, as trustee (successor



                                      A-1


in interest to State Street Bank and Trust Company). We refer below to the
Underlying Issuer's entire issuance of 5.95% Notes due 2036, of which the
Underlying Securities are a part, as the "notes," we refer to the above
indenture as the "indenture," we refer to all debt securities, including but not
limited to the notes, that are or may be issued by the Underlying Issuer under
the indenture as "debt securities" and we refer to U.S. Bank National
Association in its capacity as trustee under the indenture as the "indenture
trustee". Interest on the notes is payable semi-annually on April 1 and October
1 of each year and is calculated on a "30/360" basis.

GENERAL TERMS AND RANKING

                  The notes will be unsecured senior obligations of the
Underlying Issuer. The notes rank equally in right of payment with all of the
Underlying Issuer's other senior unsecured and unsubordinated indebtedness.

                  All existing and future liabilities of the Underlying Issuer's
subsidiaries will be effectively senior to the notes. Since all of the
Underlying Issuer's operations are conducted through subsidiaries, its cash flow
and subsequent ability to service debt, including the notes, are dependent on
the earnings of its subsidiaries and the distribution of those earnings, or upon
loans or other payments of funds by the subsidiaries, to it. The subsidiaries
are separate and distinct legal entities and have no obligation to pay any
amount pursuant to the notes or otherwise, whether by dividends, loans or other
payments. In addition, since its subsidiaries are insurance companies, their
ability to pay dividends to the Underlying Issuer is subject to regulatory
limitations.

                  The Underlying Issuer's assets consist primarily of the common
stock of Allstate Insurance Company and other subsidiaries, and the Underlying
Issuer conducts no substantial business or operations of its own. The Underlying
Issuer derives substantially all of its income from its operating subsidiaries.
Accordingly, the Underlying Issuer's cash flows and consequent ability to
service its obligations, including its debt securities, are dependent upon the
earnings of its subsidiaries, and distributions of those earnings to the
Underlying Issuer, and other payments or distributions of funds by its
subsidiaries to it.

                  Except to the extent the Underlying Issuer or its creditors
have a priority or equal claim as a creditor directly against its subsidiaries,
payments due on the debt securities and any distribution of assets of any of its
subsidiaries upon liquidation or reorganization effectively will be subordinated
to the debt and preferred stock of the subsidiaries because, as the common
stockholder of those subsidiaries, the Underlying Issuer will be subject to the
prior claims of their creditors. The Underlying Issuer's debt securities
effectively will also be subordinated to any of its secured indebtedness to the
extent of any such security.

                  The indenture contains no restrictions on the amount of
additional indebtedness that the Underlying Issuer may incur. The notes were
initially issued in an aggregate principal amount of $650,000,000. The
Underlying Issuer may, without the consent of the existing holders of the notes,
issue additional notes having the same ranking and the same interest rate,
maturity and other terms as the notes. Any additional notes having such similar
terms, together with the notes, will constitute a single series of notes under
the indenture.



                                      A-2


                  The notes are not subject to any sinking fund provision.

REDEMPTION

                  Optional Redemption. The notes are redeemable, in whole or in
part, at any time, and at the option of the Underlying Issuer, at a redemption
price equal to the greater of:

       --   100% of the principal amount of the Underlying Securities to be
            redeemed, or

       --   as determined by an Independent Investment Banker, the sum of the
            present values of the remaining scheduled payments of principal and
            interest on the notes to be redeemed (not including any portion of
            such payments of interest accrued to the date of redemption)
            discounted to the redemption date on a semiannual basis (assuming a
            360-day year consisting of twelve 30-day months) at the Adjusted
            Treasury Rate, plus 20 basis points,

plus, in each case, accrued interest on the Underlying Securities to be redeemed
to the date on which the Underlying Securities are to be redeemed.

                  "Adjusted Treasury Rate" means, with respect to any redemption
date:

                  o   the yield, under the heading which represents the average
                      for the immediately preceding week, appearing in the most
                      recently published statistical release designated
                      "H.15(519)" published by the Board of Governors of the
                      Federal Reserve System (or any successor publication which
                      is published weekly by the Board of Governors of the
                      Federal Reserve System and which establishes yields on
                      actively traded United States Treasury securities adjusted
                      to constant maturity) under the caption "Treasury Constant
                      Maturities," for the maturity corresponding to the
                      Comparable Treasury Issue. If no maturity is within three
                      months before or after the Remaining Life, yields for the
                      two published maturities most closely corresponding to the
                      Comparable Treasury Issue shall be determined and the
                      Adjusted Treasury Rate shall be interpolated or
                      extrapolated from such yields on a straight line basis,
                      rounding to the nearest month; or

                  o   if such release (or any successor release) is not
                      published during the week preceding the calculation date
                      or does not contain such yields, the rate per year equal
                      to the semiannual equivalent yield to maturity of the
                      Comparable Treasury Issue, calculated using a price for
                      the Comparable Treasury Issue (expressed as a percentage
                      of its principal amount) equal to the Comparable Treasury
                      Price for such redemption date.

                  The Adjusted Treasury Rate shall be calculated on the third
business day preceding the redemption date.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of



                                      A-3


the securities to be redeemed that would be used, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
securities ("Remaining Life").

                  "Comparable Treasury Price" means (1) the average of five
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Underlying Issuer.

                  "Reference Treasury Dealer" means:

                  o   each of J.P. Morgan Securities Inc. and Morgan Stanley &
                      Co. Incorporated, and their respective successors;
                      provided, however, that if any of the foregoing shall
                      cease to be a primary U.S. Government securities dealer in
                      the United States (a "Primary Treasury Dealer"), the
                      Underlying Issuer shall substitute therefore another
                      Primary Treasury Dealer; and

                  o   any three other Primary Treasury Dealers selected by the
                      Underlying Issuer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City Time, on the third business day preceding such redemption
date.

                  The Underlying Issuer will mail a notice of redemption at
least 30 days but not more than 60 days before the redemption date to each
holder of the notes to be redeemed. If less than all of the notes are to be
redeemed, the indenture trustee will select, by such method as it will deem fair
and appropriate, including pro rata or by lot, the securities to be redeemed in
whole or in part.

                  Unless the Underlying Issuer defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the notes or portions thereof called for redemption.

THE INDENTURE

Certain Covenants With Respect To Debt Securities

                  Limitation on Liens of Stock of AIC. The indenture prohibits
the Underlying Issuer and its subsidiaries from directly or indirectly creating,
assuming, incurring or permitting to exist any indebtedness secured by any lien
on the capital stock of Allstate Insurance Company



                                      A-4


(AIC) unless the debt securities shall be secured equally and ratably with such
indebtedness for at least the time period such indebtedness is so secured.

                  "Indebtedness" is defined in the Indenture as the principal,
premium and interest due on indebtedness of a person, whether outstanding on the
date of such indenture or thereafter created, incurred or assumed, which is
indebtedness for borrowed money, and any amendments, renewals, extensions,
modifications and refundings of any such indebtedness. For purposes of this
definition, "indebtedness for borrowed money" means:

                  o   any obligation of, or any obligation guaranteed by, such
                      person for the repayment of borrowed money, whether or not
                      evidenced by bonds, debentures, notes or other written
                      instruments;

                  o   any obligation of, or any such obligation guaranteed by,
                      such person evidenced by bonds, debentures, notes or
                      similar written instruments, including obligations assumed
                      or incurred in connection with the acquisition of
                      property, assets or businesses, provided, however, that
                      the deferred purchase price of any property, assets or
                      business shall not be considered indebtedness if the
                      purchase price thereof is payable in full within 90 days
                      from the date on which such indebtedness was created; and

                  o   any obligations of such person as lessee under leases
                      required to be capitalized on the balance sheet of the
                      lessee under generally accepted accounting principles and
                      leases of property or assets made as part of any sale and
                      lease-back transaction to which such person is a party.

                  For purposes of this covenant only, indebtedness also includes
any obligation of, or any obligation guaranteed by, any person for the payment
of amounts due under a swap agreement or similar instrument or agreement, or
under a foreign currency hedge exchange or similar instrument or agreement.

                  Limitations on Disposition of Stock of AIC. Subject to limited
exceptions, the indenture provides that as long as any debt securities are
outstanding, the Underlying Issuer will not issue, sell, transfer or otherwise
dispose of any shares of, securities convertible into, or warrants, rights or
options to subscribe for or purchase shares of, capital stock of AIC, other than
preferred stock having no voting rights of any kind, and that the Underlying
Issuer will not permit AIC to issue any shares of, or securities convertible
into, or warrants, rights or options to subscribe for or purchase shares of,
capital stock of AIC, other than preferred stock having no voting rights of any
kind if, after giving effect to any such transaction and the issuances of the
maximum number of shares issuable upon the conversion or exercise of all such
convertible securities, warrants, rights or options, the Underlying Issuer would
own, directly or indirectly, less than 80% of the shares of AIC, other than
preferred stock having no voting rights of any kind. The indenture also requires
that any such issuance, sale, transfer or other disposition by AIC must be made
for at least a fair market value consideration, as determined by the Underlying
Issuer's Board of Directors in good faith, and that the foregoing shall not
prohibit any such issuance or disposition of securities if required by any law
or any regulation or order of any governmental or insurance regulatory authority



                                      A-5


                  Notwithstanding the foregoing, the Underlying Issuer may merge
or consolidate AIC into or with another direct wholly owned subsidiary and the
Underlying Issuer may, subject to the provisions set forth in "Consolidation,
Merger and Sale of Assets" below, sell, transfer or otherwise dispose of the
entire capital stock of AIC at one time for at least a fair market value
consideration as determined by the Underlying Issuer's Board of Directors in
good faith.

Consolidation, Merger and Sale of Assets

                  Without the consent of the holders of any of the outstanding
debt securities under the indenture, the Underlying Issuer may consolidate with
or merge into, or convey, transfer or lease its properties and assets to any
person and may permit any person to consolidate with or merge into it. However,
in such event, any successor person must be a corporation, partnership, or trust
organized and validly existing under the laws of any domestic jurisdiction and
must assume the Underlying Issuer's obligations on the debt securities and under
the applicable indenture. The Underlying Issuer agrees that after giving effect
to the transaction, no event of default, and no event which, after notice or
lapse of time or both, would become an event of default shall have occurred and
be continuing and that certain other conditions are met; provided such
provisions will not be applicable to the direct or indirect transfer of the
stock, assets or liabilities of any of the Underlying Issuer's subsidiaries to
another of the Underlying Issuer's direct or indirect subsidiaries.

                  There are no "event risks" or similar provisions of the
indenture or the debt securities that are intended to afford protection to
holders in the event of a merger or other significant corporate event involving
the Underlying Issuer or its subsidiaries.

Outstanding Debt Securities

                  "Outstanding," when used with respect to debt securities,
means, as of the date of determination, all debt securities authenticated and
delivered under the indenture, except:

                  o   debt securities canceled by the indenture trustee or
                      delivered to the indenture trustee for cancellation;

                  o   debt securities for whose payment or redemption money in
                      the necessary amount has been deposited with the indenture
                      trustee or any paying agent (other than us) in trust or
                      set aside and segregated in trust by the Underlying Issuer
                      (if the Underlying Issuer shall act as its own paying
                      agent) for the holders of such debt securities and, if
                      such debt securities are to be redeemed, notice of such
                      redemption has been given according to the indenture or
                      provisions satisfactory to the indenture trustee have been
                      made;

                  o   debt securities as to which defeasance has been effected
                      pursuant to the indenture; and

                  o   debt securities which have been paid pursuant to the
                      indenture or in exchange for or in lieu of which other
                      debt securities have been authenticated and delivered
                      pursuant to the indenture, other than any debt securities
                      in respect of



                                      A-6


                      which there shall have been presented to the indenture
                      trustee proof satisfactory to it that such debt securities
                      are held by a bona fide purchaser in whose hands such debt
                      securities are the Underlying Issuer's valid obligations.

                  The indenture provides that in determining whether the holders
of the requisite principal amount of the outstanding debt securities have given,
made or taken any request, demand, authorization, direction, notice, consent,
waiver or other action under the indenture:

                  o   the principal amount of an original issue discount
                      security that shall be deemed to be outstanding shall be
                      the amount of the principal that would be due and payable
                      as of the date of such determination upon acceleration of
                      the maturity to such date;

                  o   the principal amount of a debt security denominated in one
                      or more foreign currencies which shall be deemed to be
                      outstanding shall be the U.S. dollar equivalent,
                      determined as of the date of original issuance of such
                      debt security in the manner provided by the indenture, of
                      the principal amount of such debt security (or, in the
                      case of an original issue discount security, of the amount
                      determined as provided above);

                  o   if the principal amount payable at the stated maturity of
                      any debt security is not determinable upon original
                      issuance, the principal amount of such debt security that
                      is deemed to be outstanding shall be the amount as
                      specified by the indenture; and

                  o   debt securities beneficially owned by the Underlying
                      Issuer or any other obligor upon the debt securities or
                      any of its affiliates or such other obligor shall be
                      disregarded and deemed not to be outstanding, except that,
                      in determining whether the indenture trustee shall be
                      protected in relying upon any such request, demand,
                      authorization, direction, notice, consent or waiver, only
                      debt securities which a responsible officer of the
                      indenture trustee knows to be so owned shall be so
                      disregarded.

                  Debt securities so owned which have been pledged in good faith
may be regarded as outstanding if the pledgee establishes to the satisfaction of
the indenture trustee the pledgee's right to act with respect to the debt
securities and that the pledgee is not the Underlying Issuer or any other
obligor upon the debt securities or any of the Underlying Issuer's affiliates or
of such other obligor.

Events of Default

                  The following are events of default under the indenture with
respect to debt securities of any series:

                  o   the Underlying Issuer fails to pay the principal or
                      premium on any debt security of that series when due;



                                      A-7


                  o   the Underlying Issuer fails to pay any interest on any
                      debt securities of that series when due, continued for 30
                      days;

                  o   the Underlying Issuer fails to perform any other covenant
                      of its in the indenture, other than a covenant included in
                      the indenture solely for the benefit of a series other
                      than that series, continued for 60 days after written
                      notice has been given by the indenture trustee or by the
                      holders of at least 25% in principal amount of the
                      outstanding debt securities of that series, as provided in
                      the indenture;

                  o   certain events in bankruptcy, insolvency or
                      reorganization.

                  The indenture provides that if an event of default with
respect to the debt securities of any series at the time outstanding shall occur
and be continuing, either the indenture trustee or the holders of at least 25%
in aggregate principal amount of the outstanding debt securities of that series
may declare the principal amount of the debt securities of that series to be due
and payable immediately. However, after such acceleration, but before a judgment
or decree based on acceleration, the holders of a majority in aggregate
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul such acceleration if all events of
default, other than the nonpayment of accelerated principal, have been cured or
waived. For information as to waiver of defaults, see "Modification and Waiver."

                  Subject to the provisions of the indenture relating to the
duties of the indenture trustee in case an event of default shall occur and be
continuing, the indenture trustee will be under no obligation to exercise any of
its rights or powers under the indenture at the request or direction of any of
the holders, unless such holders shall have offered to the indenture trustee
reasonable indemnity. Subject to such provisions for the indemnification of the
indenture trustee, the holders of a majority in aggregate principal amount of
the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the indenture trustee or exercising any trust or power conferred on the
indenture trustee with respect to the debt securities of that series.

                  No holder of a debt security of any series will have any right
to institute any proceeding with respect to the indenture, or for the
appointment of a receiver or a trustee, or for any remedy thereunder, unless:

                  o   such holder has previously given written notice to the
                      indenture trustee of a continuing event of default with
                      respect to the debt securities of that series;

o                     the holders of not less than 25% in principal amount of
                      the outstanding debt securities of that series shall have
                      made proper written request to the indenture trustee to
                  institute proceedings in respect of such event of default
                      in its own name as trustee under the indenture;

                  o   such holder or holders have offered to the indenture
                      trustee reasonable indemnity against costs, expenses and
                      liabilities to be incurred in compliance with such
                      request;



                                      A-8


                  o   the indenture trustee has failed to institute such
                      proceeding for 60 days after receipt of such notice,
                      request or offer of indemnity; and

                  o   no direction inconsistent with such written request has
                      been given to the indenture trustee during the 60-day
                      period by the holders of a majority in principal amount of
                      the outstanding debt securities of that series.

                  However, such limitations do not apply to a suit instituted by
a holder of a debt security for the enforcement of payment of the principal,
interest or premium on such debt security on or after the due dates expressed in
the debt security.

                  Annually, the Underlying Issuer is required to furnish to the
indenture trustee a statement by certain of its officers as to whether the
Underlying Issuer is in default in the performance or observance of any of the
terms of the indenture and, if so, specifying all such known defaults.

Modification and Waiver

                  The Underlying Issuer and the indenture trustee may, without
the consent of the holders of the debt securities, amend, waive or supplement
the indenture for specified purposes, including to:

                  o   cure any ambiguity, defect or inconsistency in the
                      indenture, provided that the cure or correction does not
                      adversely affect the holders of such debt securities;

                  o   secure any debt securities;

                  o   add covenants or any additional events of default for the
                      protection of the holders of debt securities;

                  o   add provisions to permit or facilitate the issuance of
                      bearer securities (with or without coupons attached);

                  o   establish the forms or terms of debt securities of any
                      series;

                  o   evidence the assumption by a successor corporation of the
                      Underlying Issuer's obligations;

                  o   evidence and provide for the acceptance of appointment by
                      a successor trustee; or

                  o   conform any provision in the indenture to the requirements
                      of the Trust Indenture Act.

                  The indenture provides that the Underlying Issuer and the
indenture trustee may modify and amend the indenture with the consent of the
holders of not less than a majority in principal amount of the outstanding debt
securities of each series affected by such modification



                                      A-9


or amendment; provided, however, that no such modification or amendment may,
without the consent of the holder of each outstanding debt security affected
thereby:

                  o   change the stated maturity of the principal of, or any
                      installment of principal of or interest on, any debt
                      security except to the extent provided in a prospectus
                      supplement;

                  o   reduce the principal amount of or any premium or interest
                      on any debt security;

                  o   reduce the amount of principal of an original issue
                      discount security or any other debt security payable upon
                      acceleration of the maturity;

                  o   change the currency of payment of principal, interest or
                      premium on any debt security;

                  o   impair the right to institute suit for the enforcement of
                      any payment on or with respect to any debt security;

                  o   reduce the percentage in principal amount of outstanding
                      debt securities of any series, the consent of whose
                      holders is required for modification or amendment of the
                      indenture;

                  o   reduce the percentage in principal amount of outstanding
                      debt securities of any series necessary for waiver of
                      compliance with certain provisions of the indenture or for
                      waiver of certain defaults; or

                  o   modify such provisions with respect to modification and
                      waivers.

                  The holders of a majority in principal amount of the
outstanding debt securities of any series may waive compliance by the Underlying
Issuer with certain restrictive provisions of the indenture. The holders of a
majority in principal amount of the outstanding debt securities of any series
may waive any past default under the indenture, except a default in the payment
of principal, premium or interest and certain covenants and provisions of the
indenture which cannot be amended without the consent of the holder of each
outstanding debt security of such series affected.

                  The Underlying Issuer will be entitled, except in certain
limited circumstances, to set any day as a record date for the purpose of
determining the holders of outstanding debt securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by the indenture. To be
effective, any such action for which the Underlying Issuer has set a record date
must be taken by holders of the requisite principal amount of debt securities of
the relevant series outstanding on such record date within 180 days after the
record date, or within such shorter period as the Underlying Issuer may specify.



                                      A-10


Defeasance and Covenant Defeasance

                  Defeasance And Discharge. The indenture provides that the
Underlying Issuer may elect to be discharged from obligations with respect to
the notes. Such discharge will take effect when the Underlying Issuer deposits
in trust for the benefit of the holders of such debt securities money or U.S.
government obligations, or both which, through the payment of principal and
interest in respect thereof in accordance with their terms will provide money in
an amount sufficient to pay the principal, interest and premium on such debt
securities in accordance with their terms. However, such discharge shall not
apply to the Underlying Issuer's obligations to exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold moneys in trust. Such
defeasance or discharge may occur only if, among other things, the Underlying
Issuer has delivered to the indenture trustee an opinion of counsel stating that
the Underlying Issuer has received from, or there has been published by, the
United States Internal Revenue Service a ruling, or there has been a change in
tax law, in either case to the effect that holders of the notes will not
recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge were not to occur.

                  Defeasance Of Certain Covenants. The indenture provides that
the Underlying Issuer may elect to defease certain covenants with respect to the
notes. Such defeasance will take effect when the Underlying Issuer deposits, in
trust for the benefit of the holders of such debt securities, money or U.S.
government obligations, or both, which, through the payment of principal and
interest in accordance with their terms, will provide money in an amount
sufficient to pay the principal, interest and premium on such debt securities in
accordance with their terms. Such defeasance may occur only if, among other
things, the Underlying Issuer has delivered to the indenture trustee an opinion
of counsel stating that holders of the notes will not recognize gain or loss for
federal income tax purposes as a result of such deposit and defeasance and will
be subject to federal income tax on the same amount, in the same manner and at
the same times as would have been the case if such deposit and defeasance were
not to occur. In the event the Underlying Issuer exercises this option with
respect to the notes and the notes are declared due and payable because of the
occurrence of any event of default, the amount of money and U.S. government
obligations so deposited in trust will be sufficient to pay amounts due on the
notes at the time of their stated maturities but may not be sufficient to pay
amounts due on the notes upon any acceleration resulting from such event of
default. In such case, the Underlying Issuer will remain liable for such
payments.

Governing Law

                  The indenture and the notes will be governed by, and construed
in accordance with, the internal laws of the State of New York.




                                      A-11





                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

Prospectus

                              Trust Certificates
                             (Issuable in series)
                    Synthetic Fixed-Income Securities, Inc.
                                   Depositor

The depositor-

o    may establish trusts from time to time for the purpose of issuing
     certificates.

Each trust-

o    will issue asset-backed certificates in one or more offerings and in one
     or more series with one or more classes;

o    will own-

     o    a publicly tradable fixed income security or a pool of such
          securities;

     o    payments due on those securities; and

     o    other assets described in this prospectus and in the accompanying
          prospectus supplement.

Each certificate-

o    will be issued by a trust formed by the depositor and will represent
     interests only in that trust and will be paid only from the assets of
     that trust;

o    will be denominated and sold for U.S. dollars or for one or more foreign
     or composite currencies and any payments to certificateholders may be
     payable in U.S. dollars or in one or more foreign or composite
     currencies; and

o    may include one or more classes of certificates and enhancement.

The Certificateholders-

o    will receive interest and principal payments from the assets deposited
     with the trust.

             -----------------------------------------------------
               Consider carefully the risk factors beginning on
                          page 5 in this prospectus.
             -----------------------------------------------------

The certificates are not insured or guaranteed by any government or
governmental agency or instrumentality.

The certificates will represent interests in the trust only and will not
represent interests in or obligations of the depositor or of the
administrative agent of the trust or any of their affiliates.

This prospectus may be used to offer and sell any series of certificates only
if accompanied by the prospectus supplement for that series.

                         ---------------------------

Neither the SEC nor any state securities commission has approved these
certificates or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense. Wachovia Capital
Markets, LLC, is acting under the trade name Wachovia Securities.

                              Wachovia Securities

                               December 1, 2004



   IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE
                      ACCOMPANYING PROSPECTUS SUPPLEMENT

      We provide information to you about the certificates in two separate
documents that progressively provide more detail: (a) this prospectus, which
provides general information, some of which may not apply to a particular
series of certificates, including your series, and (b) the accompanying
prospectus supplement, which will describe the specific terms of your series
of certificates, including:

   o  the currency or currencies in which the principal, premium, if any, and
      any interest are distributable;

   o  the number of classes of such series and, with respect to each class of
      such series, its designation, aggregate principal amount or, if
      applicable, notional amount and authorized denominations;

   o  information concerning the type, characteristics and specifications of
      the securities deposited with the trust (the "Underlying Securities")
      and any other Deposited Assets (as defined below) and any credit support
      for such series or class;

   o  the relative rights and priorities of each such class, including the
      method for allocating collections from the Deposited Assets to the
      certificateholders of each class and the relative ranking of the claims
      of the certificateholders of each class to the Deposited Assets;

   o  the name of the trustee and the administrative agent, if any, for the
      series;

   o  the Pass-Through Rate (as defined below) or the terms relating to the
      applicable method of calculation of the Pass-Through Rate;

   o  the time and place of distribution (a "Distribution Date") of any
      interest, premium (if any) and/or principal (if any);

   o  the date of issue;

   o  the Final Scheduled Distribution Date;

   o  the offering price; and

   o  any exchange, whether mandatory or optional, the redemption terms and
      any other specific terms of certificates of each series or class.

See "Description of Certificates--General" for a listing of other items that
may be specified in the applicable prospectus supplement.

      If the terms of a particular series of certificates vary between this
prospectus and the prospectus supplement, you should rely on the information
in the prospectus supplement.



                                      2


      You should rely only on the information provided in this prospectus and
the accompanying prospectus supplement including the information incorporated
by reference. We have not authorized anyone to provide you with different
information. We are not offering the certificates in any state where the offer
is not permitted. We do not claim the accuracy of the information in this
prospectus or the accompanying prospectus supplement as of any date other than
the dates stated on their respective covers.

      We include cross-references in this prospectus and in the accompanying
prospectus supplement to captions in these materials where you can find
further related discussions. The following table of contents and the table of
contents included in the accompanying prospectus supplement provide the pages
on which these captions are located.

                               TABLE OF CONTENTS

Where You Can Find More Information..........................................3
Incorporation Of Certain Documents By Reference..............................4
Reports To Certificateholders................................................4
Important Currency Information...............................................4
Risk Factors.................................................................5
The Depositor................................................................7
Use Of Proceeds..............................................................7
Formation Of The Trust.......................................................8
Maturity And Yield Considerations............................................9
Description Of The Certificates.............................................11
Description Of Deposited Assets And Credit Support..........................26
Description Of The Trust Agreement..........................................41
Limitations On Issuance Of Bearer Certificates..............................52
Currency Risks..............................................................53
Material Federal Income Tax Consequences....................................55
Plan Of Distribution........................................................66
Legal Opinions..............................................................68


                      WHERE YOU CAN FIND MORE INFORMATION

      Each trust is subject to the informational requirements of the Exchange
Act and we file on behalf of each trust reports and other information with the
SEC. You may read and copy any reports, statements or other information we
file at the SEC's public reference room in Washington, D.C. You can request
copies of these documents, upon payment of a duplicating fee, by writing to
the SEC. Please call the SEC at (800) SEC-0330 for further information on the
operation of the public reference rooms. Our SEC filings are also available to
the public on the SEC Internet site (http://www.sec.gov). The Exchange Act
reporting obligations of each trust are limited. Generally, each trust's
filings will be limited to reports filed in connection with each distribution
date, reporting on the distribution to certificateholders, and annual reports
on Form 10-K. We do not intend to send any financial reports to
certificateholders.



                                      3


      We filed a registration statement relating to the certificates with the
SEC. This prospectus is part of the registration statement, but the
registration statement includes additional information.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to "incorporate by reference" information we file with
it, which means that we can disclose important information to you by referring
you to those documents. We are incorporating by reference the Depositors
Registration Statement No. 333-111858 filed on January 12, 2004 and declared
effective on March 24, 2004 and all documents that we have filed with the SEC
as required by the Exchange Act prior to the date of this prospectus. The
information incorporated by reference is considered to be part of this
prospectus. Information that we file later with the SEC will automatically
update the information in this prospectus. In all cases, you should rely on
the later information over different information included in this prospectus
or the accompanying prospectus supplement. We incorporate by reference any
future SEC reports filed by or on behalf of the trust until we terminate our
offering of the certificates.

      As a recipient of this prospectus, you may request a copy of any
document we incorporate by reference at no cost, by writing us at One Wachovia
Center, 301 South College Street, DC-8 Charlotte, NC 28288, Attention:
Investment Grade Syndicate Desk or telephoning 704-383-7727.


                         REPORTS TO CERTIFICATEHOLDERS

      Except as otherwise specified in the applicable prospectus supplement,
unless and until definitive certificates (as defined below) are issued, on
each Distribution Date unaudited reports containing information concerning
each trust will be prepared by the trustee and sent on behalf of each trust
only to Cede & Co., as nominee of DTC and registered holder of the
certificates. See "Description of the Certificates--Global Securities" and
"Description of the Trust Agreement--Reports to Certificateholders; Notice."
These reports will not constitute financial statements prepared in accordance
with generally accepted accounting principles. We will file with the SEC on
behalf of the trust periodic reports as are required under the Exchange Act.


                        IMPORTANT CURRENCY INFORMATION

      References in this prospectus to "U.S. dollars," "U.S.$," "USD,"
"dollar" or "$" are to the lawful currency of the United States.

      Purchasers are required to pay for each certificate in the currency in
which the certificate is denominated. Currently, there are limited facilities
in the United States for conversion of U.S. dollars into foreign currencies
and vice versa, and banks do not currently offer non-U.S. dollar checking or
savings account facilities in the United States. However, if requested by a
prospective purchaser of a certificate denominated in a currency other than
U.S. dollars, Wachovia Capital Markets, LLC (herein referred to by its trade
name "Wachovia Securities") will arrange for the exchange of U.S. dollars into
such currency to enable the purchaser to pay



                                      4


for the certificate. Requests must be made on or before the fifth Business Day
(as defined below) preceding the date of delivery of the certificate or by a
later date as determined by Wachovia Securities. Each exchange will be made by
Wachovia Securities on the terms and subject to the conditions, limitations
and charges that Wachovia Securities may from time to time establish in
accordance with its regular foreign exchange practice. All costs of exchange
will be borne by the purchaser.


                                 RISK FACTORS

      Risk of the Certificates having limited liquidity. Prior to the issuance
of any series of certificates there will not be a public market for those
securities. We cannot predict the extent to which a trading market will
develop or how liquid that market might become or for how long it may
continue.

      Risk associated with certain adverse legal considerations applicable to
the ownership of a series or class of Certificates or the assets sold or
assigned to the applicable trust. A prospectus supplement may set forth legal
considerations that are applicable to a specific series or class of
certificates being offered in connection with that prospectus supplement, or
the assets deposited in or sold or assigned to the related trust.

      Risk associated with the certificateholders having limited recourse
against the Depositor or its affiliates. The certificates will not represent a
recourse obligation of or interest in the Depositor or any of its affiliates.
Unless otherwise specified in the applicable prospectus supplement, the
certificates of each series will not be insured or guaranteed by any
government agency or instrumentality, the Depositor, any person affiliated
with the Depositor or the trust, or any other person. Any obligation of the
Depositor with respect to the certificates of any series will only be through
limited representations and warranties. The Depositor does not have, and is
not expected in the future to have, any significant assets with which to
satisfy any claims arising from a breach of any representation or warranty.

      Risk associated with certificateholders' reliance for payment on the
limited assets of the trust and any credit support. The trust for any series
of certificates may include assets which are designed to support the payment
or ensure the servicing or distribution with respect to the Deposited Assets.
However, the certificates do not represent obligations of the Depositor, any
administrative agent or any of their affiliates and, unless otherwise
specified in the applicable prospectus supplement, are not insured or
guaranteed by any person or entity. Accordingly, certificateholders' receipt
of distributions will depend entirely on the trust's receipt of payments with
respect to the Deposited Assets and any credit support identified in the
related prospectus supplement. See "Description of Deposited Assets and Credit
Support."

      Risk of extended maturity or early redemption altering timing of
distributions to certificateholders. The timing of any distribution with
respect to any series or class of certificates is affected by a number of
factors, including:

   o  the purchase price of your certificates;

   o  the performance of the related Deposited Assets;



                                      5


   o  the extent of any early redemption, repayment or extension of maturity
      of the related Underlying Securities, including acceleration resulting
      from any default or rescheduling resulting from the bankruptcy or
      similar proceeding with respect to the issuer of the Underlying
      Securities; and

   o  the manner and priority in which collections from the Underlying
      Securities and any other Deposited Assets are allocated to each class of
      such series.

      The performance of the Deposited Assets and the extent of redemptions,
other unscheduled payments or extensions may be influenced by a variety of
accounting, tax, economic, social and other factors. The related prospectus
supplement will describe the manner and priority of distributions to the
classes within each series. The related prospectus supplement will also
discuss any calls, puts or other redemption options, any extension of maturity
provisions and other terms applicable to the Underlying Securities and any
other Deposited Assets. The timing of distributions could affect the yield
realized from your investment in the certificates. If the certificates are
paid prior to their expected maturity at a time when prevailing market
interest rates are lower than the yield on your certificates, you may be
adversely affected since you will likely be unable to realize a comparable
yield when you reinvest the funds that you receive from the prepayment of your
certificates. See "Maturity and Yield Considerations."

      Risk of the Certificates having adverse tax consequences to
certificateholders. The Federal income tax consequences of the purchase,
ownership and disposition of the certificates and the tax treatment of the
trust will depend on the specific terms of the certificates, the trust, any
credit support and the Deposited Assets. See the description under "Material
Federal Income Tax Consequences" in this prospectus and in the related
prospectus supplement. If the Deposited Assets include securities issued by
one or more government agencies or instrumentalities, purchasers of the
certificates may also be affected by the tax treatment of the Underlying
Securities by the relevant issuing government.

      Risk of ratings of the Certificates being downgraded or withdrawn. At
the time of issue, each class of certificates that is offered by this
prospectus will be rated in one of the investment grade categories recognized
by one or more nationally recognized rating agencies. The rating of any series
or class of certificates is based primarily on the related Deposited Assets
and any credit support and the relative priorities of the certificateholders
of such series or class to receive collections from, and to assert claims
against, the trust. A rating does not comment as to market price or
suitability for a particular investor and is not a recommendation to purchase,
hold or sell certificates. We cannot be certain that the rating will remain
for any given period of time or that the rating will not be lowered or
withdrawn entirely by the rating agency in the future.

      Risk of loss of rights associated with ownership of the Certificates in
global form and not in definitive physical form. Each class of certificates
will initially be represented by one or more global securities deposited with
a Depositary (as defined below) and purchasers will not receive individual
certificates. Consequently, unless and until individual definitive
certificates of a particular series or class are issued, purchasers will not
be recognized as certificateholders under the applicable trust agreement.
Until such time, purchasers will only be able to exercise the rights of
certificateholders indirectly through the Depositary and its respective
participating organizations. The ability of any purchaser to pledge a
certificate to persons or entities that do



                                      6


not participate in the Depositary's system, or to otherwise act with respect
to a certificate, may be limited. See "Description of Certificates--Global
Securities" and "Limitations on Issuance of Bearer Certificates" and any
further description contained in the related prospectus supplement.

      Risk associated with Certificates which are not denominated in U.S.
Dollars. The certificates of any given series, or any class within such
series, may be denominated in a currency other than U.S. dollars. Any
prospectus supplement relating to certificates not denominated in U.S. dollars
will contain information concerning historical exchange rates for the
applicable currency against the U.S. dollar, a description of such currency,
any exchange controls affecting such currency and any other required
information concerning such currency, including any material risk factors of
which we are aware. See "Currency Risks."

      Risk associated with lack of control by certificateholders over
ownership of Deposited Assets. The trustee with respect to any series of
certificates will hold the Deposited Assets for the benefit of the
certificateholders. Each trust will generally hold the related Deposited
Assets to maturity and not dispose of them, regardless of adverse events,
financial or otherwise, which may affect any issuer of Underlying Securities
or the value of the Deposited Assets. Under specified circumstances the
holders of the certificates may direct the trustee to dispose of the
Underlying Securities or take certain other actions in respect of the
Deposited Assets.

      In addition, the prospectus supplement for each series of certificates
will set forth information regarding additional risk factors, applicable to
such series, and to each class within such series.


                                 THE DEPOSITOR

      The Depositor was incorporated in the State of Delaware on April 12,
2001, as a wholly-owned, limited-purpose subsidiary of Wachovia Corporation.
The business activities of the Depositor are limited by its Certificate of
Incorporation to the acquiring, owning, holding, selling transferring,
assigning or otherwise dealing with or in certain debt or asset backed
securities, including the Deposited Assets, issuing, offering and selling
certificates or notes that represent interests in or are secured by such debt
or asset backed securities, and generally any activities that are incidental
to the foregoing. The principal office of the Depositor is located at One
Wachovia Center, 301 South College Street, DC-8 Charlotte, NC 28288,
Attention: Investment Grade Syndicate Desk.


                                USE OF PROCEEDS

      The net proceeds to be received from the sale of each series or class of
certificates, whether or not offered by this prospectus, will be used by the
Depositor to purchase the related Deposited Assets and arrange credit support
including, if specified in the related prospectus supplement, making required
deposits into any reserve account or the applicable certificate account (as
defined below) for the benefit of the certificateholders of such series or
class. Any remaining net proceeds, if any, will be used by the Depositor for
general corporate purposes. However, the Depositor will not receive any
proceeds from the sale of the certificates in market-



                                      7


making transactions by Wachovia Securities or any other affiliate of the
Depositor. See "Plan of Distribution" in this prospectus.


                            FORMATION OF THE TRUST

      A separate trust will be created for each series of trust certificates.
The Depositor will sell, or cause to be sold, the Deposited Assets for each
series of certificates to the trustee named in the applicable prospectus
supplement, in its capacity as trustee, for the benefit of the
certificateholders of such series. See "Description of the Trust
Agreement--Sale or Assignment of Deposited Assets." The trustee named in the
applicable prospectus supplement will administer the Deposited Assets by the
terms of the trust agreement and will receive a fee for these services. The
trustee's fees will be based on market rates charged by trustees involved in
administering trusts similar to the trust created for the series of
certificates. Any administrative agent named in the applicable prospectus
supplement will perform the tasks as are specified in the prospectus
supplement and in the trust agreement and will receive a fee for these
services as specified in the prospectus supplement. See "Description of the
Trust Agreement--Collection and Other Administrative Procedures" and
"--Retained Interest; Administrative Agent Compensation and Payment of
Expenses." The trustee or an administrative agent, if applicable, will either
cause the sale of the Deposited Assets to be recorded by customary means or
will obtain an opinion of counsel that no recordation is required to obtain a
first priority perfected security interest in such Deposited Assets.

      Unless otherwise stated in the prospectus supplement, the Depositor's
sale of the Deposited Assets to the trustee will be without recourse. To the
extent provided in the applicable prospectus supplement, the obligations of an
administrative agent will consist primarily of:

   o  its contractual, administrative obligations, if any, under the trust
      agreement;

   o  its obligation, if any, to make cash advances in the event of
      delinquencies in payments on or with respect to any Deposited Assets in
      amounts described under "Description of the Trust Agreement--Advances in
      Respect of Delinquencies"; and

   o  its obligations, if any, to purchase Deposited Assets as to which there
      has been a breach of specified representations and warranties or as to
      which the documentation is materially defective.

      The obligations of an administrative agent, if any, named in the
applicable prospectus supplement to make advances will be limited to amounts
which the administrative agent believes ultimately would be recoverable under
any credit support, insurance coverage, the proceeds of liquidation of the
Deposited Assets or from other sources available for such purposes. See
"Description of the Trust Agreement--Advances in Respect of Delinquencies."

      Unless otherwise provided in the related prospectus supplement, each
trust will consist of:



                                      8


   o  the Deposited Assets, or interests in the Deposited Assets, exclusive of
      any interest in such assets (the "Retained Interest") retained by the
      Depositor or any previous owner of the Deposited Assets, as from time to
      time are specified in the trust agreement;

   o  such assets as from time to time are identified as deposited in the
      related certificate account;

   o  property, if any, acquired on behalf of certificateholders by
      foreclosure or repossession and any revenues received on the property;

   o  those elements of credit support, if any, provided with respect to any
      class within such series that are specified as being part of the related
      trust in the applicable prospectus supplement, as described under
      "Description of Deposited Assets and Credit Support--Credit Support";

   o  the rights of the Depositor relating to any breaches of representations
      or warranties by the issuer of the Deposited Assets; and

   o  the rights of the trustee in any cash advances, reserve fund or surety
      bond, if any, as described under "Description of the Trust
      Agreement--Advances in Respect of Delinquencies."

      In addition, to the extent provided in the applicable prospectus
supplement, the Depositor will obtain credit support for the benefit of the
certificateholders of any related series or class of certificates.


                       MATURITY AND YIELD CONSIDERATIONS

      Each prospectus supplement will contain any applicable information with
respect to the type and maturities of the related Underlying Securities and
the terms, if any, upon which such Underlying Securities may be subject to:

   o  early redemption, either by the applicable obligor or by a third-party
      call option;

   o  repayment at the option of the holders of the Underlying Securities; or

   o  extension of maturity.

      The provisions of the Underlying Securities with respect to redemption,
repayment or extension of maturity will, unless otherwise specified in the
applicable prospectus supplement, affect the weighted average life of the
related series of certificates.

      The effective yield to holders of the certificates of any series and
class may be affected by aspects of the Deposited Assets or any credit support
or the manner and priorities of allocations of collections with respect to the
Deposited Assets between the classes of a given series. With respect to any
series of certificates the Underlying Securities of which consist of one or
more redeemable securities, extendable securities or securities subject to a
third-party call



                                      9


option, the yield to maturity of the certificates may be affected by any
optional or mandatory redemption or repayment or extension of the related
Underlying Securities prior to the stated maturity of the Underlying
Securities. A variety of tax, accounting, economic, and other factors will
influence whether an issuer exercises any right of redemption in respect of
its securities. The rate of redemption may also be influenced by prepayments
on the obligations a government sponsored entity issuer holds for its own
account. All else remaining equal, if prevailing interest rates fall
significantly below the interest rates on the related Underlying Securities,
the likelihood of redemption would be expected to increase. There can be no
certainty as to whether any Underlying Security redeemable at the option of
its issuer will be repaid prior to its stated maturity.

      Unless otherwise specified in the related prospectus supplement, each of
the Underlying Securities will be subject to acceleration upon the occurrence
of specified Underlying Security Events of Default (as defined below). The
maturity and yield on the certificates will be affected by any early repayment
of the Underlying Securities as a result of the acceleration of the
Outstanding Debt Securities (as defined below) by the holders of the
Outstanding Debt Securities. See "Description of the Deposited
Assets--Underlying Securities Indenture." If an issuer of Underlying
Securities becomes subject to a bankruptcy proceeding, the timing and amount
of payments with respect to both interest and principal may be materially and
adversely affected. A variety of factors influence the performance of private
debt issuers and correspondingly may affect the ability of an issuer of
Underlying Securities to satisfy its obligations under the Underlying
Securities, including the company's operating and financial condition,
leverage, and social, geographic, legal and economic factors.

      The extent to which the yield to maturity of such certificates may vary
from the anticipated yield due to the rate and timing of payments on the
Deposited Assets will depend upon the degree to which they are purchased at a
discount or premium and the degree to which the timing of payments on the
certificates is sensitive to the rate and timing of payments on the Deposited
Assets.

      The yield to maturity of any series or class of certificates will also
be affected by variations in the interest rates applicable to, and the
corresponding payments in respect of, such certificates, to the extent that
the Pass-Through Rate (as defined below) for such series or class is based on
variable or adjustable interest rates. With respect to any series of
certificates representing an interest in a pool of government or corporate
debt securities, disproportionate principal payments on the related Underlying
Securities having interest rates higher or lower than the then applicable
Pass-Through Rates applicable to such certificates may affect the yield on the
certificates.

      A variety of economic, social, political, tax, accounting and other
factors may affect the degree to which any of the Underlying Securities are
redeemed or called or the maturity of such Underlying Securities is extended,
as specified in the related prospectus supplement. There can be no assurance
as to the rate or likelihood of redemption, third-party call or extension of
maturity of any Underlying Security.



                                      10


                        DESCRIPTION OF THE CERTIFICATES

      Each series of certificates will be issued pursuant to a trust agreement
and a separate series supplement, which supplements such trust agreement,
among the Depositor, the administrative agent, if any, and the trustee named
in the related prospectus supplement, a form of which trust agreement is
attached as an exhibit to the registration statement. The provisions of the
trust agreement (as so supplemented) may vary depending upon the nature of the
certificates to be issued under the trust agreement and the nature of the
Deposited Assets, credit support and related trust. The following summaries
describe certain provisions of the trust agreement which may be applicable to
each series of certificates. The applicable prospectus supplement for a series
of certificates will describe any provision of the trust agreement that
materially differs from the description of the trust agreement contained in
this prospectus. The following summaries do not purport to be complete and are
subject to the detailed provisions of the form of trust agreement for a full
description of such provisions, including the definition of certain terms
used, and for other information regarding the certificates. Wherever
particular defined terms of the trust agreement are referred to, such defined
terms are incorporated in this prospectus by reference as part of the
statement made, and the statement is qualified in its entirety by such
reference. As used in this prospectus with respect to any series, the term
"certificate" refers to all the certificates of that series, whether or not
offered by this prospectus and by the related prospectus supplement, unless
the context otherwise requires.

      A copy of the applicable series supplement to the trust agreement
relating to each series of certificates will be filed with the SEC following
the issuance of such series. The filing will be made as an exhibit to a
Current Report on Form 8-K or, if one or more of the classes of such series
are to be listed on a national securities exchange, on a Form 8-A For
Registration of Certain Classes of Securities. Once they are filed, these
reports, including the series supplement as filed, will be available to you
through the SEC, either in paper form or through the internet. The Depositor
will establish each trust as a separate filer with the SEC and, upon doing so,
all Exchange Act reporting for the trust, including the filing of the related
series supplement, will be made under the trust's name, as that name is
reflected in the SEC's filings system. See "Where You Can Find More
Information."

General

      There is no limit on the amount of certificates that may be issued under
the trust agreement, and the trust agreement will provide that certificates of
the applicable series may be issued in multiple classes. Each series of
certificates to be issued under the trust agreement will represent the entire
beneficial ownership interest in the trust for that series, and each class
will be allocated certain relative priorities to receive specified collections
from, and a certain percentage ownership interest of the assets deposited in,
such trust, all as identified and described in the applicable prospectus
supplement. See "Description of Deposited Assets and Credit
Support--Collections."

      Reference is made to the related prospectus supplement for a description
of the following terms of the series and classes of certificates in respect of
which this prospectus and such prospectus supplement are being delivered:



                                      11


   o  the title of such certificates;

   o  the series of such certificates and, if applicable, the number and
      designation of classes of such series;

   o  information concerning the type, characteristics and specifications of
      the Deposited Assets being deposited into the related trust by the
      Depositor; with respect to any Underlying Securities which at the time
      of such deposit represent 10% or more of the aggregate Underlying
      Securities held by the related trust ("Concentrated Underlying
      Securities"), information concerning the material terms of such
      Underlying Securities, the identity of the issuer of the Underlying
      Security and where publicly available information regarding such issuer
      may be obtained;

   o  the limit, if any, upon the aggregate principal amount or notional
      amount, as applicable, of each class of certificates;

   o  the dates on which or periods during which such series or classes within
      such series may be issued (each, an "Original Issue Date"), the offering
      price of the certificates and the applicable Distribution Dates on which
      the principal, if any, of (and premium, if any, on) such series or
      classes within such series will be distributable;

   o  if applicable, the relative rights and priorities of each class,
      including the method for allocating collections from and defaults or
      losses on the Deposited Assets to the certificateholders of each class;

   o  whether the certificates of such series or each class within such series
      are Fixed Rate Certificates or Floating Rate Certificates (each as
      defined below) and the applicable interest rate (the "Pass-Through
      Rate") for each such class including the applicable rate, if fixed (a
      "Fixed Pass-Through Rate"), or the terms relating to the particular
      method of calculation of the interest rate applicable to such series or
      each class within such series, if variable (a "Variable Pass-Through
      Rate"); the date or dates from which such interest will accrue; the
      applicable Distribution Dates on which interest, principal and premium,
      in each case as applicable, on such series or class will be
      distributable and the related Record Dates (as defined in the related
      prospectus supplement), if any;

   o  the option, if any, of any certificateholder of such series or class to
      withdraw a portion of the assets of the trust in exchange for
      surrendering such certificateholder's certificate or of the Depositor or
      administrative agent, if any, or another third party to purchase or
      repurchase any Deposited Assets (in each case to the extent not
      inconsistent with the Depositor's continued satisfaction of the
      applicable requirements for exemption under Rule 3a-7 under the
      Investment Company Act of 1940 and all applicable rules, regulations and
      interpretations) and the periods within which or the dates on which, and
      the terms and conditions upon which any such option may be exercised, in
      whole or in part;

   o  the option, if any, of any specified third party (which may include one
      or more of the Depositor or its respective affiliates) to purchase
      certificates held by a certificateholder



                                      12


      and the periods within which or the dates on which, and the terms and
      conditions upon which any such option may be exercised, in whole or in
      part;

   o  the rating of each series or each class within such series offered by
      this prospectus;

   o  if other than denominations of $1,000 and any integral multiple of
      $1,000, the denominations in which such series or class within such
      series will be issuable;

   o  whether the certificates of any class within a given series are to be
      entitled to (1) principal distributions, with disproportionate, nominal
      or no interest distributions, or (2) interest distributions, with
      disproportionate, nominal or no principal distributions ("Strip
      Certificates"), and the applicable terms of such certificates;

   o  whether the certificates of such series or of any class within such
      series are to be issued as registered certificates or bearer
      certificates or both and, if bearer certificates are to be issued,
      whether coupons will be attached to such bearer certificates; whether
      bearer certificates of such series or class may be exchanged for
      registered certificates of such series or class and the circumstances
      under which and the place or places at which any such exchanges, if
      permitted, may be made;

   o  whether the certificates of such series or of any class within such
      series are to be issued in the form of one or more global securities
      and, if so, the identity of the Depositary (as defined below), if other
      than the Depository Trust Company, for such global security or
      securities;

   o  if a temporary certificate is to be issued with respect to such series
      or any class within such series, whether any interest on the certificate
      distributable on a Distribution Date prior to the issuance of a
      permanent certificate of such series or class will be credited to the
      account of the persons entitled to the interest on the Distribution
      Date;

   o  if a temporary global security is to be issued with respect to such
      series or class, the terms upon which beneficial interests in such
      temporary global security may be exchanged in whole or in part for
      beneficial interests in a permanent global security or for individual
      definitive certificates of such series or class and the terms upon which
      beneficial interests in a permanent global security, if any, may be
      exchanged for individual definitive certificates of such series or
      class;

   o  if other than U.S. dollars, the currency applicable to the certificates
      of such series or class for purposes of denominations and distributions
      on such series or each class within such series (the "Specified
      Currency") and the circumstances and conditions, if any, when such
      currency may be changed, at the election of the Depositor or a
      certificateholder, and the currency or currencies in which any principal
      or interest will be paid;

   o  any additional Administrative Agent Termination Events (as defined
      below), if applicable, provided for with respect to such class;



                                      13


   o  all applicable Required Percentages and Voting Rights (each as defined
      below) relating to the manner and percentage of votes of
      certificateholders of such series and each class within such series
      required with respect to certain actions by the Depositor or the
      applicable administrative agent, if any, or trustee under the trust
      agreement or with respect to the applicable trust; and

   o  any other terms of such series or class within such series of
      certificates not inconsistent with the provisions of the trust agreement
      relating to such series.

      Unless otherwise provided in the applicable prospectus supplement,
registered certificates may be transferred or exchanged for like certificates
of the same series and class at the corporate trust office or agency of the
applicable trustee in the City and State of New York, subject to the
limitations provided in the trust agreement, without the payment of any
service charge, other than any tax or governmental charge payable in
connection with the transfer. Bearer certificates will be transferable by
delivery. Provisions with respect to the exchange of bearer certificates will
be described in the applicable prospectus supplement. Unless otherwise
specified in the applicable prospectus supplement, registered certificates may
not be exchanged for bearer certificates. The Depositor may at any time
purchase certificates at any price in the open market or otherwise.
Certificates so purchased by the Depositor may, at the discretion of the
Depositor, be held or resold or surrendered to the trustee for cancellation of
such certificates.

Distributions

      Distributions allocable to principal, premium (if any) and interest on
the certificates of each series (and class within such series) will be made in
the Specified Currency for such certificates by or on behalf of the trustee on
each Distribution Date as specified in the related prospectus supplement and
the amount of each distribution will be determined as of the close of business
on the date specified in the related prospectus supplement (the "Determination
Date"). If the Specified Currency for a given series or class within such
series is other than U.S. dollars, the administrative agent, if any, or
otherwise the trustee will (unless otherwise specified in the applicable
prospectus supplement) arrange to convert all payments in respect of each
certificate of such series or class to U.S. dollars in the manner described in
the following paragraph. The certificateholder of a registered certificate of
a given series or class within such series denominated in a Specified Currency
other than U.S. dollars may (if the applicable prospectus supplement and such
certificate so indicate) elect to receive all distributions in respect of such
certificate in the Specified Currency by delivery of a written notice to the
trustee and administrative agent, if any, for such series not later than
fifteen calendar days prior to the applicable Distribution Date, except under
the circumstances described under "Currency Risks--Payment Currency" below. An
election will remain in effect until revoked by written notice to such trustee
and administrative agent, if any, received by each of them not later than
fifteen calendar days prior to the applicable Distribution Date.

      Unless otherwise specified in the applicable prospectus supplement, in
the case of a registered certificate of a given series or class within such
series having a Specified Currency other than U.S. dollars, the amount of any
U.S. dollar distribution in respect of such Registered Certificate will be
determined by the Exchange Rate Agent based on the highest firm bid quotation
expressed in U.S. dollars received by the Exchange Rate Agent at approximately
11:00



                                      14


a.m., New York City time, on the second Business Day preceding the applicable
Distribution Date (or, if no such rate is quoted on such date, the last date
on which such rate was quoted), from three (or, if three are not available,
then two) recognized foreign exchange dealers in The City of New York (one of
which may be the Offering Agent and another of which may be the Exchange Rate
Agent) selected by the Exchange Rate Agent, for the purchase by the quoting
dealer, for settlement on such Distribution Date, of the aggregate amount
payable in such Specified Currency on such payment date in respect of all
registered certificates. All currency exchange costs will be borne by the
certificateholders of such registered certificates by deductions from such
distributions. If no such bid quotations are available, such distributions
will be made in such Specified Currency, unless such Specified Currency is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Depositor's control, in which case such distributions
will be made as described under "Currency Risks--Payment Currency" below. The
applicable prospectus supplement will specify such information with respect to
bearer certificates.

      Unless otherwise provided in the applicable prospectus supplement and
except as provided in the succeeding paragraph, distributions with respect to
certificates will be made (in the case of registered certificates) at the
corporate trust office or agency of the trustee specified in the applicable
prospectus supplement in The City of New York or (in the case of bearer
certificates) at the principal London office of the applicable Trustee;
provided, however, that any such amounts distributable on the final
Distribution Date of a certificate will be distributed only upon surrender of
such certificate at the applicable location set forth above. Except as
otherwise provided in the applicable prospectus supplement, no distribution on
a bearer certificate will be made by mail to an address in the United States
or by wire transfer to an account maintained by the holder of the bearer
certificate in the United States.

      Unless otherwise specified in the applicable prospectus supplement,
distributions on registered certificates in U.S. dollars will be made, except
as provided below, by check mailed to the registered certificateholders of
such certificates (which, in the case of global securities, will be a nominee
of the Depositary); provided, however, that, in the case of a series or class
of registered certificates issued between a Record Date and the related
Distribution Dates, interest for the period beginning on the issue date for
such series or class and ending on the last day of the interest accrual period
ending immediately prior to or coincident with such Distribution Date will,
unless otherwise specified in the applicable prospectus supplement, be
distributed on the next succeeding Distribution Date to the registered
certificateholders of the registered certificates of such series or class on
the related Record Date. A certificateholder of $10,000,000 (or the equivalent
of $10,000,000 in a Specified Currency other than U.S. dollars) or more in
aggregate principal amount of registered certificates of a given series shall
be entitled to receive such U.S. dollar distributions by wire transfer of
immediately available funds, but only if appropriate wire transfer
instructions have been received in writing by the trustee for such series not
later than fifteen calendar days prior to the applicable Distribution Date.
Simultaneously with the election by any certificateholder to receive payments
in a Specified Currency other than U.S. dollars (as provided above), such
certificateholder shall provide appropriate wire transfer instructions to the
trustee for such series, and all such payments will be made by wire transfer
of immediately available funds to an account maintained by the payee with a
bank located outside the United States.



                                      15


      Except as otherwise specified in the applicable prospectus supplement,
"Business Day" with respect to any certificate means any day, other than a
Saturday or Sunday, that is (i) not a day on which banking institutions are
authorized or required by law or regulation to be closed in (a) The City of
New York or (b) if the Specified Currency for such certificate is other than
U.S. dollars, the financial center of the country issuing such Specified
Currency and (ii) if the Pass-Through Rate for such certificate is based on
LIBOR, a London Banking Day. "London Banking Day" with respect to any
certificate means any day on which dealings in deposits in the Specified
Currency of such certificate are transacted in the London interbank market.
The Record Date with respect to any Distribution Date for a series or class of
registered certificates shall be specified as such in the applicable
prospectus supplement.

Interest on the Certificates

      General. Each class of certificates (other than certain classes of Strip
Certificates) of a given series may have a different Pass-Through Rate, which
may be a Fixed or Variable Pass-Through Rate, as described below. In the case
of Strip Certificates with no or, in certain cases, a nominal Stated Amount,
such distributions of interest will be in an amount (as to any Distribution
Date, "Stripped Interest") described in the related prospectus supplement. For
purposes of this prospectus, "Notional Amount" means the notional principal
amount specified in the applicable prospectus supplement on which interest on
Strip Certificates with no or, in certain cases, a nominal Stated Amount will
be made on each Distribution Date. Reference to the Notional Amount of a class
of Strip Certificates in this prospectus or in a prospectus supplement does
not indicate that such certificates represent the right to receive any
distribution in respect of principal in such amount, but rather the term
"Notional Amount" is used solely as a basis for calculating the amount of
required distributions and determining certain relative voting rights, all as
specified in the related prospectus supplement.

      Fixed Rate Certificates. Each series (or, if more than one class exists,
each class within such series) of certificates with a Fixed Pass-Through Rate
("Fixed Rate Certificates") will bear interest, on the outstanding Stated
Amount (as defined below) (or Notional Amount, if applicable), from its
Original Issue Date, or from the last date to which interest has been paid, at
the fixed Pass-Through Rate stated on the face of the certificate and in the
applicable prospectus supplement until the principal amount of the certificate
is distributed or made available for repayment (or in the case of Fixed Rate
Certificates with no or a nominal principal amount, until the Notional Amount
of the Fixed Rate Certificate is reduced to zero), except that, if so
specified in the applicable prospectus supplement, the Pass-Through Rate for
such series or any such class or classes may be subject to adjustment from
time to time in response to designated changes in the rating assigned to such
certificates by one or more rating agencies, in accordance with a schedule or
otherwise, all as described in such prospectus supplement. Unless otherwise
set forth in the applicable prospectus supplement, interest on each series or
class of Fixed Rate Certificates will be distributable in arrears on each
Distribution Date specified in such prospectus supplement. Each such
distribution of interest shall include interest accrued through the day
specified in the applicable prospectus supplement. Unless otherwise specified
in the applicable prospectus supplement, interest on Fixed Rate Certificates
will be computed on the basis of a 360-day year of twelve 30-day months.



                                      16


      Floating Rate Certificates. Each series (or, if more than one class
exists, each class within such series) of certificates with a Variable
Pass-Through Rate ("Floating Rate Certificates") will bear interest, on the
outstanding Stated Amount (or Notional Amount, if applicable), from its
Original Issue Date to the first Interest Reset Date (as defined below) for
such series or class at the initial Pass-Through Rate set forth on the face of
the Floating Rate Certificate and in the applicable prospectus supplement
("Initial Pass-Through Rate"). Thereafter, the Pass-Through Rate on such
series or class for each Interest Reset Period (as defined below) will be
determined by reference to an interest rate basis (the "Base Rate"), plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any. The
"Spread" is the number of basis points (one basis point equals one
one-hundredth of a percentage point) that may be specified in the applicable
prospectus supplement as being applicable to such series or class, and the
"Spread Multiplier" is the percentage that may be specified in the applicable
prospectus supplement as being applicable to such series or class, except that
if so specified in the applicable prospectus supplement, the Spread or Spread
Multiplier on such series or any such class or classes of Floating Rate
Certificates may be subject to adjustment from time to time in response to
designated changes in the rating assigned to such certificates by one or more
rating agencies, in accordance with a schedule or otherwise, all as described
in such prospectus supplement. The applicable prospectus supplement, unless
otherwise specified in the applicable prospectus supplement, will designate
one of the following Base Rates as applicable to a Floating Rate Certificate,
and will set forth additional information concerning the Base Rate:

   o  LIBOR (a "LIBOR Certificate");

   o  the Commercial Paper Rate (a "Commercial Paper Rate Certificate");

   o  the Treasury Rate (a "Treasury Rate Certificate");

   o  the Federal Funds Rate (a "Federal Funds Rate Certificate");

   o  the CD Rate (a "CD Rate Certificate"); or

   o  such other Base Rate (which may be based on, among other things, one or
      more market indices or the interest and/or other payments (whether
      scheduled or otherwise) paid, accrued or available with respect to a
      designated asset, pool of assets or type of asset) as is set forth in
      such prospectus supplement and in such certificate.

      As specified in the applicable prospectus supplement, Floating Rate
Certificates of a given series or class may also have either or both of the
following (in each case expressed as a rate per annum on a simple interest
basis): (i) a maximum limitation, or ceiling, on the rate at which interest
may accrue during any interest accrual period specified in the applicable
prospectus supplement ("Maximum Pass-Through Rate") and (ii) a minimum
limitation, or floor, on the rate at which interest may accrue during any such
interest accrual period ("Minimum Pass-Through Rate"). In addition to any
Maximum Pass-Through Rate that may be applicable to any series or class of
Floating Rate Certificates, the Pass-Through Rate applicable to any series or
class of Floating Rate Certificates will in no event be higher than the
maximum rate permitted by applicable law, as the same may be modified by
United States law of general application.



                                      17


      The Depositor will appoint, and enter into agreements with, agents (each
a "Calculation Agent") to calculate Pass-Through Rates on each series or class
of Floating Rate Certificates. The applicable prospectus supplement will set
forth the identity of the Calculation Agent for each series or class of
Floating Rate Certificates. All determinations of interest by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding on the holders of Floating Rate Certificates of a given series or
class.

      The Pass-Through Rate on each class of Floating Rate Certificates will
be reset daily, weekly, monthly, quarterly, semiannually or annually (such
period being the "Interest Reset Period" for such class, and the first day of
each Interest Reset Period being an "Interest Reset Date"), as specified in
the applicable prospectus supplement. Interest Reset Dates with respect to
each series, and any class within such series of Floating Rate Certificates,
will be specified in the applicable prospectus supplement; provided, however,
that unless otherwise specified in such prospectus supplement, the
Pass-Through Rate in effect for the ten days immediately prior, to the Final
Scheduled Distribution Date (as defined in the prospectus supplement) will be
that in effect on the tenth day preceding such Final Scheduled Distribution
Date. If an Interest Reset Date for any class of Floating Rate Certificates
would otherwise be a day that is not a Business Day, such Interest Reset Date
will occur on a prior or succeeding Business Day, specified in the applicable
prospectus supplement.

      Unless otherwise specified in the applicable prospectus supplement,
interest payable in respect of Floating Rate Certificates shall be the accrued
interest from and including the Original Issue Date of such series or class or
the last Interest Reset Date to which interest has accrued and been
distributed, as the case may be, to but excluding the immediately following
Distribution Date.

      With respect to a Floating Rate Certificate, accrued interest shall be
calculated by multiplying the Stated Amount of such certificate (or, in the
case of a Strip Certificate with no or a nominal Stated Amount, the Notional
Amount specified in the applicable prospectus supplement) by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
prospectus supplement, the interest factor (expressed as a decimal calculated
to seven decimal places without rounding) for each such day is computed by
dividing the Pass-Through Rate in effect on such day by 360 in the case of
LIBOR Certificates, Commercial Paper Rate Certificates, Federal Funds Rate
Certificates and CD Rate Certificates or by the actual number of days in the
year, in the case of Treasury Rate Certificates. For purposes of making the
foregoing calculation, the variable Pass-Through Rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.

      Unless otherwise specified in the applicable prospectus supplement, all
percentages resulting from any calculation of the Pass-Through Rate on a
Floating Rate Certificate will be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a percentage point
rounded upward, and all currency amounts used in or resulting from such
calculation on Floating Rate Certificates will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upward).



                                      18


      Interest on any series (or class within such series) of Floating Rate
Certificates will be distributable on the Distribution Dates and for the
interest accrual periods as and to the extent set forth in the applicable
prospectus supplement.

      Upon the request of the holder of any Floating Rate Certificate of a
given series or class, the Calculation Agent for such series or class will
provide the Pass-Through Rate then in effect and, if determined, the
Pass-Through Rate that will become effective on the next Interest Reset Date
with respect to such Floating Rate Certificate.

Principal of the Certificates

      Unless the related prospectus supplement provides otherwise, each
certificate (other than certain classes of Strip Certificates) will have a
"Stated Amount" which, at any time, will equal the maximum amount that the
holder of the certificate will be entitled to receive in respect of principal
out of the future cash flow on the Deposited Assets and other assets included
in the related trust. Unless otherwise specified in the related prospectus
supplement, distributions generally will be applied to undistributed accrued
interest on, then to principal of, and then to premium (if any) on, each such
certificate of the class or classes entitled to interest (in the manner and
priority specified in such prospectus supplement) until the aggregate Stated
Amount of such class or classes has been reduced to zero. The outstanding
Stated Amount of a certificate will be reduced to the extent of distributions
of principal on the certificate, and, if applicable by the terms of the
related series, by the amount of any net losses realized on any Deposited
Asset ("Realized Losses") allocated to the certificate. Unless the related
prospectus supplement provides otherwise, the initial aggregate Stated Amount
of all classes of certificates of a series will equal the outstanding
aggregate principal balance of the related Deposited Assets as of the
applicable Cut-off Date. The initial aggregate Stated Amount of a series and
each class of the series will be specified in the related prospectus
supplement. Distributions of principal of any class of certificates will be
made on a pro rata basis among all the certificates of such class. Strip
Certificates with no Stated Amount will not receive distributions of
principal.

Foreign Currency Certificates

      If the specified currency of any certificate is not U.S. dollars (a
"Foreign Currency Certificate"), certain provisions with respect to the
certificate will be set forth in the related prospectus supplement which will
specify the denominations, the currency or currencies in which the principal
and interest with respect to such certificate are to be paid and any other
terms and conditions relating to the non-U.S. dollar denominations or
otherwise applicable to the certificates.

Indexed Certificates

      From time to time, the trust may offer a series of certificates
("Indexed Certificates"), the principal amount payable at the stated maturity
date of which (the "Indexed Principal Amount") and/or interest with respect to
which is determined by reference to:



                                      19


   o  the rate of exchange between the specified currency for such certificate
      and the other currency or composite currency (the "Indexed Currency")
      specified in the terms of the certificates;

   o  the difference in the price of a specified commodity (the "Indexed
      Commodity") on specified dates;

   o  the difference in the level of a specified stock index (the "Stock
      Index"), which may be based on U.S. or foreign stocks, on specified
      dates; or

   o  such other objective price or economic measure as are described in the
      related prospectus supplement.

The manner of determining the Indexed Principal Amount of an Indexed
Certificate, and historical and other information concerning the Indexed
Currency, Indexed Commodity, Stock Index or other price or economic measure
used in such determination, will be set forth in the related prospectus
supplement, together with any information concerning tax consequences to the
holders of such Indexed Certificates.

      Except as otherwise specified in the related prospectus supplement,
interest on an Indexed Certificate will be payable based on the amount
designated in the related prospectus supplement as the "Face Amount" of such
Indexed Certificate. The related prospectus supplement will describe whether
the principal amount of the related Indexed Certificate that would be payable
upon redemption or repayment prior to the stated maturity date will be the
Face Amount of such Indexed Certificate, the Indexed Principal Amount of such
Indexed Certificate at the time of redemption or repayment, or another amount
described in such prospectus supplement.

Dual Currency Certificates

      Certificates may be issued as dual currency certificates ("Dual Currency
Certificates"), in which case payments of principal and/or interest in respect
of Dual Currency Certificates will be made in such currencies, and rates of
exchange will be calculated upon such bases, as indicated in the certificates
and described in the related prospectus supplement. Other material terms and
conditions relating to Dual Currency Certificates will be set forth in the
certificates and the related prospectus supplement.

Optional Exchange

      If a holder may exchange certificates of any given series for a pro rata
portion of the Deposited Assets, (an "Exchangeable Series") the terms upon
which a holder may exchange certificates of any Exchangeable Series for a pro
rata portion of the Deposited Assets of the related trust will be specified in
the related prospectus supplement and the related trust agreement; provided
that any right of exchange shall be exercisable only to the extent that such
exchange would not be inconsistent with the Depositor's and such trust's
continued satisfaction of the applicable requirements for exemption under Rule
3a-7 under the Investment Company



                                      20


Act of 1940, and all applicable rules, regulations and interpretations. Such
terms may relate to, but are not limited to, the following:

   o  a requirement that the exchanging holder tender to the trustee
      certificates of each class within such Exchangeable Series;

   o  a minimum Stated Amount or Notional Amount, as applicable, with respect
      to each certificate being tendered for exchange;

   o  a requirement that the Stated Amount or Notional Amount, as applicable,
      of each certificate tendered for exchange be an integral multiple of an
      amount specified in the prospectus supplement;

   o  specified dates during which a holder may effect such an exchange (each,
      an "Optional Exchange Date");

   o  limitations on the right of an exchanging holder to receive any benefit
      upon exchange from any credit support or other non-Underlying Securities
      deposited in the applicable trust; and

   o  adjustments to the value of the proceeds of any exchange based upon the
      required prepayment of future expense allocations and the establishment
      of a reserve for any anticipated Extraordinary Trust Expenses as set
      forth in the applicable prospectus supplement, if applicable.

      Unless otherwise specified in the related prospectus supplement, in
order for a certificate of a given Exchangeable Series (or class within such
Exchangeable Series) to be exchanged by the applicable certificateholder, the
trustee for such certificate must receive, at least 30 (or such shorter period
acceptable to the trustee) but not more than 45 days prior to an Optional
Exchange Date (i) such certificate with the form entitled "Option to Elect
Exchange" on the reverse of the certificate duly completed, or (ii) in the
case of registered certificates, a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc., the Depositary (in accordance with
its normal procedures) or a commercial bank or trust company in the United
States setting forth the name of the holder of such registered certificate,
the Stated Amount or Notional Amount of the registered certificate to be
exchanged, the certificate number or a description of the tenor and terms of
the registration certificate, a statement that the option to elect exchange is
being exercised and a guarantee that the registered certificate to be
exchanged with the form entitled "Option to Elect Exchange" on the reverse of
the registered certificate duly completed will be received by such trustee not
later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter. If the procedure described in clause (ii) of
the preceding sentence is followed, then such registered certificate and form
duly completed must be received by such trustee by such fifth Business Day.
Any tender of a certificate by the holder for exchange shall be irrevocable.
The exchange option may be exercised by the holder of a certificate for less
than the entire Stated Amount of such certificate provided that the Stated
Amount or Notional Amount, as applicable, of such certificate remaining
outstanding after redemption is an authorized denomination and all other
exchange requirements set forth in the related prospectus



                                      21


supplement are satisfied. Upon such partial exchange, such certificate shall
be cancelled and a new certificate or certificates for the remaining Stated
Amount of the certificate shall be issued (which, in the case of any
registered certificate, shall be in the name of the holder of such exchanged
certificate).

      Unless otherwise specified in the applicable prospectus supplement,
until definitive certificates are issued each certificate will be represented
by a global security, the Depositary's nominee will be the certificateholder
of such certificate and therefore will be the only entity that can exercise a
right of exchange. In order to ensure that the Depositary's nominee will
timely exercise a right of exchange with respect to a particular certificate,
the beneficial owner of such certificate must instruct the broker or other
direct or indirect participant through which it holds an interest in such
certificate to notify the Depositary of its desire to exercise a right of
exchange. Different firms have different cut-off times for accepting
instructions from their customers and, accordingly, each beneficial owner
should consult the broker or other direct or indirect participant through
which it holds an interest in a certificate in order to ascertain the cut-off
time by which such an instruction must be given in order for timely notice to
be delivered to the Depositary.

      Unless otherwise provided in the applicable prospectus supplement, upon
the satisfaction of the foregoing conditions and any applicable conditions
with respect to the related Deposited Assets, as described in such prospectus
supplement, the applicable certificateholder will be entitled to receive a
distribution of a pro rata share of the Deposited Assets related to the
Exchangeable Series (and class within such Exchangeable Series) of the
certificate being exchanged, in the manner and to the extent described in such
prospectus supplement. Alternatively, to the extent so specified in the
applicable prospectus supplement, the applicable certificateholder, upon
satisfaction of such conditions, may direct the related trustee to sell, on
behalf of the certificateholder, such pro rata share of the Deposited Assets.
In such event the certificateholder will be entitled to receive the net
proceeds of such sale, less any costs and expenses incurred by the related
trustee in facilitating the sale, subject to any additional adjustments set
forth in the prospectus supplement.

Default and Remedies

      If there is a payment default on or acceleration of the Underlying
Securities, then: (i) the trustee will sell all of such Underlying Securities
and a pro rata portion of the Deposited Assets and distribute the proceeds
from the sale to the certificateholders in accordance with the Allocation
Ratio (any such sale may result in a loss to the certificateholders of the
relevant series if the sale price is less than the purchase price for such
Underlying Securities), (ii) the trustee will distribute such Underlying
Securities and a pro rata portion of the Deposited Assets in kind to the
certificateholders in accordance with the Allocation Ratio, or (iii) the
Depositor will provide to the certificateholders the financial and other
information required by the SEC. The choice of remedies will be specified for
a given series in the prospectus supplement, and the trustee, Depositor and
certificateholders will have no discretion in this respect.

      The "Allocation Ratio" is the allocation between classes of a given
series of the total expected cash flows from the Deposited Assets of that
series. The applicable prospectus supplement for any series with more than one
class will specify the Allocation Ratio for that



                                      22


series. In addition to default or acceleration on Underlying Securities, the
Allocation Ratio relates to voting rights held by owners of Underlying
Securities because such rights will be allocated among the certificateholders
of different classes of a given series in accordance with their economic
interests. Further, the Allocation Ratio applies in the event of a sale or
distribution of Underlying Securities once an issuer of Concentrated
Underlying Securities ceases to file periodic reports under the Exchange Act,
as discussed below under "Description of Deposited Assets--Principal Terms of
Underlying Securities."

Call Right

      The Depositor, or if so specified in the relevant prospectus supplement,
a transferee as a result of a private placement to eligible investors, may
hold the right to purchase all or some of the certificates of a given series
or class from the holders thereof (the "Call on Certificates") or all or some
of the Underlying Securities of a given series from the trust (the "Call on
Underlying Securities" and, together with the Call on Certificates, the "Call
Right"). If one or more specified persons holds a Call Right, the applicable
prospectus supplement will designate such series as a "Callable Series."

      The terms upon which any such specified person or entity may exercise a
Call Right will be specified in the applicable prospectus supplement. Such
terms may relate to, but are not limited to, the following:

   o  the initial holder of the Call Right;

   o  whether the Stated Amount or Notional Amount (as defined below) of each
      certificate being purchased pursuant to the Call Right must be an
      authorized denomination;

   o  the call date or dates; and

   o  the call price.

      After receiving notice of the exercise of a Call Right, the trustee will
provide notice thereof as specified in the standard terms. Upon the
satisfaction of any applicable conditions to the exercise of a Call Right,
each certificateholder will be entitled to receive (in the case of a purchase
of less than all of the certificates) payment of a pro rata share of the Call
Price paid in connection with such exercise. In addition, in conjunction with
the exercise of a Call on Underlying Securities in respect of all or a portion
of the Underlying Securities, the certificates will be redeemed in whole, pro
rata or in accordance with the Allocation Ratio, as applicable and as
specified in the applicable prospectus supplement. A Call Right is not
expected to be exercised unless the value of the Underlying Securities exceeds
the Call Price payable upon exercise of the Call Right.

Put Right

      Certificates may be issued with Underlying Securities that permit the
holder thereof to require the issuer of the Underlying Securities to
repurchase or otherwise repay (in each case, a "Put Option") such Underlying
Securities ("Puttable Underlying Securities") on or after a specified date or
during specific periods. If the holder of a Put Option has exercised that
right



                                      23


prior to the Final Scheduled Distribution Date, then the certificates of the
related series will be redeemed as described in the applicable prospectus
supplement. The Depositor will not issue a series of certificates with
Puttable Underlying Securities if it would either (i) cause the trust or
Depositor to fail to satisfy the applicable requirements for exemption under
Rule 3a-7 under the Investment Company Act of 1940 or (ii) affect the
characterization of the trust as a "grantor trust" under the Code.

Global Securities

      Unless otherwise specified in the applicable prospectus supplement, all
certificates of a given series (or, if more than one class exists, any given
class within that series) will, upon issuance, be represented by one or more
global securities. The global securities will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York (for registered
certificates denominated and payable in U.S. dollars), or such other
depositary identified in the related prospectus supplement (the "Depositary"),
and registered in the name of a nominee of the Depositary. Global securities
may be issued in either registered or bearer form and in either temporary or
permanent form. See "Limitations on Issuance of Bearer Certificates" for
provisions applicable to certificates issued in bearer form. Unless and until
it is exchanged in whole or in part for the individual certificates (each a
"definitive certificate"), a global security may not be transferred except as
a whole by the Depositary for such global security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.

      The Depository Trust Company has advised the Depositor as follows: The
Depository Trust Company is a limited-purpose trust company organized under
the laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered under the provisions of Section 17A
of the Exchange Act. The Depository Trust Company was created to hold
securities of its participating organizations and to facilitate the clearance
and settlement of securities transactions among the institutions that have
accounts with the Depositary ("participants") in such securities through
electronic book-entry changes in the accounts of the Depositary participants,
thereby eliminating the need for physical movement of securities certificates.
The Depositary's participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations, some
of whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
Depository Trust Company has confirmed to the Depositor that it intends to
follow such procedures.

      Upon the issuance of a global security, the Depositary for the global
security will credit, on its book-entry registration and transfer system, the
respective principal amounts or notional amounts, if applicable, of the
individual certificates represented by such global security to the accounts of
its participants. The accounts to be credited shall be designated by the
underwriters of such certificates, or, if such certificates are offered and
sold directly through one or more agents, by the Depositor or such agent or
agents. Ownership of beneficial interests in a Global Security will be limited
to participants or persons that may hold beneficial interests through




                                      24


participants. Ownership of beneficial interests in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such global security or by
participants or persons that hold through participants. The laws of some
states require that certain purchasers of securities take physical delivery of
such Securities. Such limits and such laws may limit the market for beneficial
interests in a global security.

      So long as the Depositary for a global security, or its nominee, is the
owner of the global security, the Depositary or the nominee, as the case may
be, will be considered the sole certificateholder of the individual
certificates represented by such global security for all purposes under the
trust agreement governing the certificates. Except as set forth below, owners
of beneficial interests in a global security will not be entitled to have any
of the individual certificates represented by the global security registered
in their names, will not receive or be entitled to receive physical delivery
of any certificates and will not be considered the certificateholder of the
global security under the trust agreement governing the certificates. Because
the Depositary can only act on behalf of its participants, the ability of a
holder of any certificate to pledge that certificate to persons or entities
that do not participate in the Depositary's system, or to otherwise act with
respect to the certificate, may be limited due to the lack of a physical
certificate for the certificate.

      Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Certificates" below, distributions of principal of (and premium, if
any) and any interest on individual certificates represented by a global
security will be made to the Depositary or its nominee, as the case may be, as
the certificateholder of the global security. None of the Depositor, the
administrative agent, if any, the trustee for the certificates, any paying
agent or the certificate registrar for the certificates will have
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.

      The Depositor expects that the Depositary for certificates of a given
class and series, upon receipt of any distribution of principal, premium or
interest in respect of a definitive global security representing any
certificates, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of the global security as shown on the records of such
Depositary. The Depositor also expects that payments by participants to owners
of beneficial interests in a global security held through such participants
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants. Receipt by owners of beneficial interests in a temporary global
security of payments of principal, premium or interest in respect of the
global security will be subject to the restrictions discussed below under
"Limitations on Issuance of Bearer Certificates".

      If the Depositary for certificates of a given class of any series is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Depositor within ninety days, the Depositor
will issue individual definitive certificates in exchange for the global
security or securities representing such certificates. In addition, the
Depositor may at any time and in its sole discretion determine not to have any
certificates of a given class represented by one or more global securities
and, in such event, will issue individual definitive certificates of



                                      25


such class in exchange for the global security or securities representing such
certificates. Further, if the Depositor so specifies with respect to the
certificates of a given class, an owner of a beneficial interest in a global
security representing certificates of such class may, on terms acceptable to
the Depositor and the Depositary of the global security, receive individual
definitive certificates in exchange for such beneficial interest. In any such
instance, an owner of a beneficial interest in a global security will be
entitled to physical delivery of individual definitive certificates of the
class represented by the global security equal in principal amount or notional
amount, if applicable, to such beneficial interest and to have definitive
certificates registered in its name (if the certificates of such class are
issuable as registered certificates). Individual definitive certificates of
such class so issued will be issued:

   o  as registered certificates in denominations, unless otherwise specified
      by the Depositor or in the related prospectus supplement, of $1,000 and
      integral multiples of $1,000 if the certificates of such class are
      issuable as registered certificates;

   o  as bearer certificates in the denomination or denominations specified by
      the Depositor or as specified in the related prospectus supplement if
      the certificates of such class are issuable as bearer certificates; or

   o  as either registered or bearer certificates, if the certificates of such
      class are issuable in either form.

See, however, "Limitations on Issuance of Bearer Certificates" below for a
description of certain restrictions on the issuance of individual bearer
certificates in exchange for beneficial interests in a global security.

      The applicable prospectus supplement will set forth any specific terms
of the depositary arrangement with respect to any class or series of
certificates being offered by the applicable prospectus supplement to the
extent not set forth or different from the description set forth above.


              DESCRIPTION OF DEPOSITED ASSETS AND CREDIT SUPPORT

General

      Each certificate of each series will represent an ownership interest in
a designated, publicly issued, security or a pool of securities (the
"Underlying Securities"), purchased by the Depositor (or an affiliate thereof)
and assigned to a trust as described in the applicable prospectus supplement.
The Underlying Securities will consist of one or more of the following issued
under the laws of the United States, any U.S. State or any foreign
jurisdiction:

   o  debt obligations or investment grade term preferred stock issued or
      guaranteed by one or more corporations, general or limited partnerships,
      limited liability companies, banking organizations or insurance
      companies;

   o  preferred securities of one or more trusts or other special purpose
      legal entities ("Trust Preferred Securities");



                                      26


   o  equipment trust certificates, including enhanced equipment trust
      certificates and pass-through equipment trust certificates ("Equipment
      Trust Certificates");

   o  asset-backed securities of one or more trusts or other special purpose
      legal entities ("Asset-Backed Securities" and together with Corporate
      Securities, Trust Preferred Securities and Equipment Trust Certificates,
      the "Private Sector Securities");

   o  an obligation issued or guaranteed by the United States of America or
      any agency thereof for the payment of which the full faith and credit of
      the United States of America is pledged ("Treasury Securities");

   o  an obligation of one or more U.S. government sponsored entities ("GSEs")
      described below for the payment of which the full faith and credit of
      the United States of America is not pledged;

   o  Government Trust Certificates ("GTCs" and together with Treasury
      Securities and GSEs, "Domestic Government Securities") described below;
      or

   o  obligations issued or guaranteed by a foreign government or any
      political subdivision or agency or instrumentality thereof ("Foreign
      Government Securities" and together with Domestic Government Securities,
      "Government Securities").

      The Depositor or one of its affiliates will purchase the Underlying
Securities in the secondary market, except that the Depositor or one of its
affiliates may

   o  purchase securities directly from GSEs that (1) have outstanding
      securities held by non-affiliates with an aggregate market value of at
      least $75,000,000 at the time of the offering of the certificates
      hereunder and (2) make information publicly available comparable to that
      required of Exchange Act reporting entities; and

   o  purchase Treasury Securities directly from the issuer thereof.

      An Underlying Security that was originally issued in a private placement
will be considered "publicly issued" for purposes of this prospectus and the
related supplement if the Depositor and the related trust could sell the
Underlying Security pursuant to Rule 144(k) under the Securities Act. Such
securities may be trust assets notwithstanding that they are not registered
under the Securities Act.

      With respect to any Private Sector Securities constituting Concentrated
Underlying Securities, the applicable prospectus supplement will include
audited financial statements of the related issuer (or, in the case of Trust
Preferred Securities or Equipment Trust Certificates, of the issuer of the
obligation held by, or supporting the issuance by, the trust or other special
purpose legal entity issuing the Trust Preferred Securities or Equipment Trust
Certificates), unless:

      (a)  the issuer is eligible to use Form S-3 or F-3 for a primary
           offering of common stock or for a primary offering of
           non-convertible investment grade securities;



                                      27


      (b)  the securities are guaranteed by a direct or indirect parent
           company of the issuer and either:

           (1)  each of the parent company and the issuer meet one of the
                eligibility criteria set forth in (a) above; or

           (2)  the parent company meets one of the eligibility criteria set
                forth in (a) above and all applicable requirements of Rule
                3-10 of Regulation S-X under the Securities Act and the issuer
                is eligible to use Form S-3 or F-3 in reliance solely upon
                General Instruction I.C.3. of Form S-3 or General Instruction
                I.A.5(iii) of Form F-3;

      (c)  the securities are guaranteed by a subsidiary of the issuer and the
           issuer meets one of the eligibility criteria set forth in (a)
           above, the guarantor is a wholly owned subsidiary of such issuer
           and taken together the guarantor and such issuer meet the
           applicable requirements of Rule 3-10 of Regulation S-X under the
           Securities Act; or

      (d)  the securities are asset-backed securities and the related issuer
           has at least $75,000,000 in outstanding securities held by
           non-affiliates and at the time of issuance, the issuer is subject
           to the informational requirements of the Exchange Act and in
           accordance with those requirements, files periodic reports and
           other information with the SEC;

in which case the applicable prospectus supplement will refer only to the
periodic reports filed by the related issuer, or guarantor, as applicable,
with the SEC. Those reports should be reviewed by any prospective
certificateholder of the trust containing the Underlying Securities.

      The applicable prospectus supplement will also describe the material
terms of any Concentrated Underlying Securities, whether they are Private
Section Securities or Government Securities. For a pool of Underlying
Securities that are not Concentrated Underlying Securities, the applicable
prospectus supplement will disclose general provisions relating to the
material terms of the Underlying Securities and statistical information
relating to the economic terms of the Underlying Securities. See "--Principal
Economic Terms of the Underlying Securities" below.

      The following description of the Underlying Securities is intended only
to summarize certain characteristics of the Underlying Securities the
Depositor is permitted to deposit in a trust. It is not a complete description
of any prospectus relating to any Underlying Security or any Underlying
Securities Indenture. Please refer to the related prospectus supplement for
information about the specific Underlying Securities for your series of
certificates. All information contained in a prospectus supplement with
respect to any Underlying Security will be derived solely from descriptions
contained in a publicly available prospectus or other offering document for
that Underlying Security, any publicly available filings with respect to the
underlying security or underlying security issuer or guarantor, or other
publicly available information. Investors should note that the issuers of the
Underlying Securities are not participating in any offering of certificates
and that the Depositor and Wachovia Securities will



                                      28


not be able to perform, and will not perform, the analysis and review of such
issuers that an underwriter of the Underlying Securities would perform.

      No series of certificates, including any series for which the Underlying
Securities include Government Securities, will be insured or guaranteed by any
government or governmental agency or instrumentality.

Underlying Securities

Private Sector Securities

      Private Sector Securities will be either:

   o  Corporate Securities;

   o  Trust Preferred Securities;

   o  Equipment Trust Certificates; or

   o  Asset-Backed Securities.

      Corporate Securities. Corporate Securities may consist of senior or
subordinated debt obligations issued by domestic or foreign issuers, or
investment grade term preferred stock issued by domestic issuers, as described
above.

      Debt obligations may be issued with a wide variety of terms and
conditions. Set forth below is a description of certain features that may be
associated with one or more Underlying Securities consisting of debt
obligations.

      Indentures. With respect to senior or subordinated debt obligations, the
applicable prospectus supplement will specify whether each Underlying Security
will have been issued pursuant to an agreement (each, an "Underlying
Securities Indenture") between the issuer of the Underlying Securities and a
trustee (the "Underlying Securities Trustee"). If so specified in the
applicable prospectus supplement, the Underlying Securities Indenture, if any,
and the Underlying Securities Trustee, if any, will be qualified under the
Trust Indenture Act of 1939 (the "Trust Indenture Act") and the Underlying
Securities Indenture will contain certain provisions required by the Trust
Indenture Act.

      Certain Covenants. If specified in the applicable prospectus supplement,
the Underlying Securities that consist of senior or subordinated debt
obligations will be issued pursuant to an Underlying Securities Indenture.
Indentures generally contain covenants intended to protect security holders
against the occurrence or effects of certain specified events, including
restrictions limiting the issuer's, and in some cases any of its subsidiary's,
ability to:

   o  consolidate, merge, or transfer or lease assets;

   o  incur or suffer to exist any lien, charge, or encumbrance upon any of
      its property or assets;



                                      29


   o  incur, assume, guarantee or suffer to exist any indebtedness for
      borrowed money if the payment of such indebtedness is secured by the
      grant of such a lien; or

   o  declare or pay any cash dividends, or make any distributions on or in
      respect of, or purchase, redeem, exchange or otherwise acquire or retire
      for value any capital stock or subordinated indebtedness of the issuer
      or its subsidiaries, if any.

      An indenture may also contain financial covenants which, among other
things, require the maintenance of certain financial ratios or the creation or
maintenance of reserves. Subject to specified exceptions, indentures typically
may be amended or supplemented and past defaults may be waived with the
consent of the indenture trustee, the consent of the holders of not less than
a specified percentage of the outstanding securities, or both.

      The Underlying Securities Indenture related to one or more Underlying
Securities included in a trust may include some, all or none of the foregoing
provisions or variations thereof or additional covenants not discussed herein.
To the extent that the Underlying Securities are investment grade debt they
are unlikely to contain significant restrictive covenants although certain
non-investment grade debt may not be subject to restrictive covenants either.
There can be no assurance that any such provision will protect the trust as a
holder of the Underlying Securities against losses.

      The prospectus supplement for any series of certificates will describe
material covenants in relation to any Concentrated Underlying Securities
(including Foreign Government Securities) and, as applicable, will describe
material covenants that apply to all of the securities in any pool of
Underlying Securities.

      Events of Default. Indentures generally provide that any one of a number
of specified events will constitute an event of default with respect to the
securities issued thereunder. Such events of default typically include the
following or variations thereof:

   o  failure by the issuer to pay an installment of interest or principal on
      the securities at the time required (subject to any specified grace
      period) or to redeem any of the securities when required (subject to any
      specified grace period);

   o  failure by the issuer to observe or perform any covenant, agreement or
      condition contained in the securities or the indenture, as the case may
      be, which failure is materially adverse to security holders and
      continues for a specified period after notice thereof is given to the
      issuer by the indenture trustee or the holders of not less than a
      specified percentage of the outstanding securities;

   o  failure by the issuer to make any required payment of principal (and
      premium, if any) or interest with respect to certain of the other
      outstanding debt obligations of the issuer or the acceleration by or on
      behalf of the holders thereof of such securities; or

   o  certain events of bankruptcy, insolvency or reorganization of the
      issuer.



                                      30


      Remedies. Indentures for Corporate Securities generally provide that
upon the occurrence of an event of default, the indenture trustee may, and
upon the written request of the holders of not less than a specified
percentage of the outstanding securities, must, take such action as it may
deem appropriate to protect and enforce the rights of the security holders.
Certain indentures provide that the indenture trustee or a specified
percentage of the holders of the outstanding securities have the right to
declare all or a portion of the principal and accrued interest on the
outstanding securities immediately due and payable upon the occurrence of
certain events of default, subject to the issuer's right to cure, if
applicable. Generally, an indenture will contain a provision entitling the
indenture trustee thereunder to be indemnified by the security holders prior
to proceeding to exercise any right or power under such indenture with respect
to such securities at the request of such security holders. An indenture is
also likely to limit a security holder's right to institute certain actions or
proceedings to pursue any remedy under the indenture unless certain conditions
are satisfied, including consent of the indenture trustee, that the proceeding
be brought for the ratable benefit of all holders of the security, and/or the
indenture trustee, after being requested to institute a proceeding by the
owners of at least a specified minimum percentage of the securities, shall
have refused or neglected to comply with such request within a reasonable
time.

      Each Underlying Securities Indenture or Underlying Security may include
some, all or none of the foregoing provisions or variations thereof or
additional events of default not discussed herein. The prospectus supplement
with respect to any series of certificates will describe the events of default
under the Underlying Securities with respect to any Concentrated Underlying
Security ("Underlying Security Events of Default") and applicable remedies
with respect thereto. With respect to any trust comprised of a pool of
securities, the applicable prospectus supplement will describe certain common
Underlying Security Events of Default with respect to such pool. There can be
no assurance that any such provision will protect the trust, as a holder of
the Underlying Securities, against losses. If an Underlying Security Event of
Default occurs and the indenture trustee as a holder of the Underlying
Securities is entitled to vote or take such other action to declare the
principal amount of an Underlying Security and any accrued and unpaid interest
thereon to be due and payable, the certificateholders' objectives may differ
from those of holders of other securities of the same series and class as any
Underlying Security ("Outstanding Debt Securities") in determining whether to
declare the acceleration of the Underlying Securities.

      Subordination. As specified in the applicable prospectus supplement,
certain of the Underlying Securities with respect to any trust may be either
senior ("Senior Underlying Securities") or subordinated ("Subordinated
Underlying Securities") in right to payment to other existing or future
indebtedness of the issuer of the Underlying Securities. With respect to
Subordinated Underlying Securities, to the extent of the subordination
provisions of such securities, and after the occurrence of certain events,
security holders and direct creditors whose claims are senior to Subordinated
Underlying Securities, if any, may be entitled to receive payment of the full
amount due thereon before the holders of any subordinated debt securities are
entitled to receive payment on account of the principal (and premium, if any)
or any interest on such securities. Consequently, the trust as a holder of
subordinated debt may suffer a greater loss than if it held unsubordinated
debt of the issuer of the Underlying Securities. There can be no assurance,
however, that in the event of a bankruptcy or similar proceeding the trust as
a holder of Senior Underlying Securities would receive all payments in respect
of such securities even if



                                      31


holders of subordinated securities receive amounts in respect of such
securities. Reference is made to the prospectus supplement used to offer any
series of certificates for a description of any subordination provisions with
respect to any Concentrated Underlying Securities and the percentage of Senior
Underlying Securities and Subordinated Underlying Securities, if any, in a
trust comprised of a pool of securities.

      Secured Obligations. Certain of the Underlying Securities with respect
to any trust may represent secured obligations of the issuer of the Underlying
Securities ("Secured Underlying Securities"). Generally, unless an event of
default shall have occurred and is continuing, or with respect to certain
collateral or as otherwise specified in the indenture pursuant to which such
securities were offered and sold, an issuer of secured obligations has the
right to remain in possession and retain exclusive control of the collateral
securing a security and to collect, invest and dispose of any income related
to the collateral. The indenture pursuant to which any secured indebtedness is
issued may also contain provisions for release, substitution or disposition of
collateral under specified circumstances with or without the consent of the
indenture trustee or upon the direction of not less than a specified
percentage of the security holders. The indenture pursuant to which any
secured indebtedness is issued will also provide for the disposition of the
collateral upon the occurrence of specified events of default with respect
thereto. In the event of a default in respect of any secured obligation,
security holders may experience a delay in payments on account of principal
(and premium, if any) or any interest on such securities pending the sale of
any collateral and prior to or during such period the related collateral may
decline in value. If proceeds of the sale of collateral following an indenture
event of default are insufficient to repay all amounts due in respect of any
secured obligations, the holders of such securities (to the extent not repaid
from the proceeds of the sale of the collateral) would have only an unsecured
claim ranking pari passu with the claims of all other general unsecured
creditors.

      The Underlying Securities Indenture with respect to any Secured
Underlying Security may include, some, all or none of the foregoing provisions
or variations thereof. The prospectus supplement used to offer any series of
certificates which includes Concentrated Underlying Securities which are
Secured Underlying Securities, will describe the security provisions of the
Underlying Securities and the related collateral. With respect to any trust
comprised of a pool of securities, a substantial portion of which are Secured
Underlying Securities, the applicable prospectus supplement will disclose
general information with respect to such security provisions and the
collateral.

      Trust Preferred Securities. As specified in the applicable prospectus
supplement, a trust may include one or more Trust Preferred Securities. Trust
Preferred Securities are preferred equity securities issued by a trust, such
as a Delaware statutory business trust, established for the purpose of issuing
common and preferred equity securities and investing the proceeds in certain
subordinated debt obligations. The subordinated debt obligations are issued by
the parent of the trust, i.e., the company to whom the trust issues its common
equity securities, or by an affiliate of such parent. Trust Preferred
Securities generally have economic characteristics that mirror those of the
subordinated debt obligations that are the trusts' principal assets.
Specifically, the Trust Preferred Securities generally have a liquidation
preference equal to the principal balance of the subordinated debt obligations
and are subject to mandatory redemption on the maturity date of the
subordinated debt obligations, or such earlier date as the issuer optionally
prepays the



                                      32


subordinated debt. The Trust Preferred Securities generally pay dividends at a
rate approximately equal to the interest rate on the subordinated debt
obligations, and such dividends and interest payments generally are due on or
about the same date.

      The trusts that issue Trust Preferred Securities generally have no
assets other than the subordinated debt obligations issued by such trusts'
affiliates. Such subordinated debt obligations are subordinated to all other
unsubordinated debt of such affiliates, including such debt issued subsequent
to issuance of such subordinated debt obligations.

      In view of the relationship of the trusts that issue Trust Preferred
Securities to their parent companies and in view of certain undertakings by
such parents, such trusts in each case will not file reports under the
Exchange Act so long as their parent companies file reports under the Exchange
Act.

      Equipment Trust Certificates. As specified in the related prospectus
supplement, a trust may include one or more Equipment Trust Certificates.
Equipment Trust Certificates are generally issued, in one or more classes, by
a trust or other special purpose legal entity that owns equipment or by an
owner/operator of the equipment, including airlines (an "ETC Issuer"). Such
obligations of the ETC Issuers are secured by mortgages of the equipment and,
in the case of special purpose ETC Issuers, typically are supported by
assignments of lease payments on equipment under leases to operators of the
equipment. Pass-through Equipment Trust Certificates are issued by a trust or
other special purpose legal entity that holds Equipment Trust Certificates of
other ETC Issuers.

      The ETC Issuer which is an owner/operator of the equipment or the lessee
of the equipment from the ETC Issuer which is a special purpose legal entity
is referred to as the "ETC Credit Entity." In view of the relationship of
special purpose ETC Issuers to ETC Credit Entities, ETC Issuers generally will
not file reports under the Exchange Act.

      Asset-Backed Securities. As specified in the applicable prospectus
supplement, a trust may include one or more Asset-Backed Securities.
Asset-Backed Securities may be asset-backed notes or pass-through
certificates, in each case issued by a trust or other special-purpose entity.
Asset-backed notes are secured by, and pass-through certificates represent an
interest in, a fixed or revolving pool of financial assets. Such financial
assets may consist of secured or unsecured consumer or other receivables, such
as automobile loans or contracts, automobile leases, credit card receivables,
home equity or other mortgage loans, trade receivables, floor plan (inventory)
loans, automobile leases, equipment leases, and other assets that produce
streams of payments. Asset-backed notes generally are issued pursuant to
indentures and pass-through certificates generally are issued pursuant to
pooling and servicing agreements. A separate servicing agreement typically is
executed in connection with asset-backed notes (such servicing agreements,
indentures and pooling and servicing agreements, the "Asset-Backed
Agreements").

      The Asset-Backed Agreements provide for the appointment of a trustee and
the segregation of the transferred pool of assets from the other assets of the
transferor. Such segregation generally is only required to the extent
necessary to perfect the interest of the trustee in the assets against claims
of unsecured creditors of the transferor of the assets. Where so required by
the Uniform Commercial Code (the "UCC") (for instance, home equity loan notes)



                                      33


certain of the documents evidencing the underlying receivables are delivered
to the possession of the trustee or other custodian for the holders of the
Asset-Backed Securities. In the case of most assets, either no documents
evidence the receivables (for instance, credit card receivables) or documents
exist, but the UCC does not require their possession to perfect a transfer
(for instance, automobile installment sales contracts). In these cases, the
transferor segregates the assets only on its own books and records, such as by
marking its computer files, and perfects the trustee's interest by filing a
financing statement under the UCC. This method of segregation and perfection
presents the risk that the trustee's interest in the assets could be lost as a
result of negligence or fraud, such that the trustee and the Asset-Backed
Security holders become unsecured creditors of the transferor of the assets.

Government Securities

      Government Securities will be either:

   o  GSE Securities;

   o  GTCs;

   o  Treasury Securities; or

   o  Foreign Government Securities.

      No series of certificates, including any series for which the Underlying
Securities include Government Securities, will be insured or guaranteed by the
United States or any other government or by any U.S. sponsored entity or any
other domestic or foreign governmental agency or instrumentality.

      GSE Securities. As specified in the applicable prospectus supplement,
the obligations of one or more of the following GSEs may be included in a
trust: Federal National Mortgage Association, Federal Home Loan Mortgage
Corporation, Student Loan Marketing Association, Resolution Funding
Corporation, Federal Home Loan Banks (to the extent such obligations represent
the joint and several obligations of the twelve Federal Home Loan Banks),
Tennessee Valley Authority and Federal Farm Credit Banks. GSE debt securities
generally are exempt from registration under the Securities Act pursuant to
Section 3(a)(2) of the Securities Act (or are deemed by statute to be so
exempt) and are not required to be registered under the Exchange Act. The
securities of any GSE will be included in a trust only to the extent (A) its
obligations are supported by the full faith and credit of the U.S. government
or (B) the organization makes publicly available its annual report, which
shall include financial statements or similar financial information with
respect to the organization. Based on information contained in the offering
document pursuant to which any GSE issuer's securities were originally
offered, the applicable prospectus supplement will specify information with
respect to the public availability of information with respect to any GSE
issuer the debt securities of which constitute more than ten percent of the
Underlying Securities for any series of certificates as of the date of the
prospectus supplement. The specific terms and conditions of the Underlying
Securities will be specified in the applicable prospectus supplement.



                                      34


      In the case of a GSE issuer there will generally be a fiscal agent with
respect to any related Underlying Security whose actions will be governed by a
fiscal agency agreement. A fiscal agent is not a trustee for the holders of
the Underlying Securities and does not have the same responsibilities or
duties to act for the holders of a GSE's securities as would a trustee. Unless
otherwise specified in the applicable prospectus supplement, the Underlying
Securities with respect to any GSE issuer will not be guaranteed by the United
States and do not constitute a debt or obligation of the United States or of
any agency or instrumentality thereof other than the related GSE.

      Contractual and Statutory Restrictions. A GSE issuer and the related
Underlying Securities may be subject to contractual and statutory restrictions
which may provide some protection to securityholders against the occurrence or
effects of specified events. Unless otherwise specified in the applicable
prospectus supplement, each GSE is limited to the activities as will promote
its statutory purposes as set forth in the publicly available information with
respect to the issuer. See "Description of the Deposited Assets--Publicly
Available Information" in the applicable prospectus supplement. A GSE's
promotion of its statutory purposes, as well as its statutory, structural and
regulatory relationships with the federal government may cause or require the
GSE to conduct its business in a manner that differs from that an enterprise
which is not a GSE might employ.

      Neither the United States nor any agency thereof is obligated to finance
any GSE issuer's operations or to assist a GSE issuer in any manner.
Prospective purchasers should consult the publicly available information with
respect to each GSE issuer for a more detailed description of the regulatory
and statutory restrictions on the related GSE's activities.

      Events of Default. Underlying Securities issued by a GSE Issuer may
provide that any one of a number of specified events will constitute an event
of default with respect to the securities issued thereunder. Events of default
typically include the following or variations thereof:

   o  failure by the issuer to pay an installment of interest or principal on
      the securities at the time required (subject to any specified grace
      period) or to redeem any of the securities when required (subject to any
      specified grace period);

   o  failure by the issuer to observe or perform any covenant, agreement or
      condition contained in the securities or the indenture or authorizing
      legislation or regulation, as the case may be, which failure is
      materially adverse to security holders and continues for a specified
      period after notice thereof is given to the issuer by the fiscal agent
      or the holders of not less than a specified percentage of the
      outstanding securities; and

   o  failure by the issuer to make any required payment of principal (and
      premium, if any) or interest with respect to certain of the other
      outstanding debt obligations of the issuer or the acceleration by or on
      behalf of the holders thereof of such securities.

      GTCs. As specified in the applicable prospectus supplement, a trust may
include one or more GTCs. GTCs are certificates evidencing undivided
fractional interests in a trust, the assets of which consist of promissory
notes (the "GTC Notes"), payable in U.S. Dollars, of a certain



                                      35


foreign government, backed a full faith and credit guaranty issued by the
United States of America, acting through the Defense Security Assistance
Agency of the Department of Defense, of the due and punctual payment of 90% of
all payments of principal and interest due on the GTC Notes and a security
interest in collateral, consisting of non-callable securities issued or
guaranteed by the United States government thereof, sufficient to pay the
remaining 10% of all payments of principal and interest due on the GTC Notes.

      Treasury Securities. Treasury Securities are securities issued or
guaranteed by the United States of America or by any of its agencies if the
full faith and credit of the United States of America is pledged for their
payment.

      Foreign Government Securities. As specified in the applicable prospectus
supplement, Foreign Government Securities are obligations guaranteed or issued
by one or more foreign governments or any political subdivision or agency or
instrumentality thereof.

Principal Economic Terms Of Underlying Securities

      Reference is made to the applicable prospectus supplement for each
series of certificates for a description of the following terms, as
applicable, of any Concentrated Underlying Security:

      (i)    the title and series of such Underlying Securities, and the
             aggregate principal amount, denomination and form thereof;

      (ii)   whether such securities are senior or subordinated to any other
             obligations of the issuer of the Underlying Securities;

      (iii)  whether any of the obligations are secured or unsecured and the
             nature of any collateral;

      (iv)   the limit, if any, upon the aggregate principal amount of such
             debt securities;

      (v)    the dates on which, or the range of dates within which, the
             principal of (and premium, if any, on) such debt securities will
             be payable;

      (vi)   the rate or rates or the method of determination thereof, at
             which such Underlying Securities will bear interest, if any (the
             "Underlying Securities Rate"); the date or dates from which such
             interest will accrue (the "Underlying Securities Interest Accrual
             Periods"); and the dates on which such interest will be payable
             (the "Underlying Securities Payment Dates");

      (vii)  the obligation, if any, of the issuer of the Underlying
             Securities to redeem the Outstanding Debt Securities pursuant to
             any sinking fund or similar provisions, or at the option of a
             holder thereof, and the periods within which or the dates on
             which, the prices at which and the terms and conditions upon
             which such debt securities may be redeemed or repurchased, in
             whole or in part, pursuant to such obligation;



                                      36


      (viii) the periods within which or the dates on which, the prices at
             which and the terms and conditions upon which such debt
             securities may be redeemed, if any, in whole or in part, at the
             option of the issuer of the Underlying Securities;

      (ix)   the periods within which or the dates on which, the prices at
             which and the terms and conditions upon which the holder of the
             underlying securities may require the issuer of the puttable
             underlying securities to repurchase or otherwise repay such
             puttable underlying securities;

      (x)    whether the Underlying Securities were issued at a price lower
             than the principal amount thereof;

      (xi)   if other than U.S. dollars, the foreign or composite currency in
             which such debt securities are denominated, or in which payment
             of the principal of (and premium, if any) or any interest on such
             Underlying Securities will be made (the "Underlying Securities
             Currency"), and the circumstances, if any, when such currency of
             payment may be changed;

      (xii)  material events of default or restrictive covenants provided for
             with respect to such Underlying Securities;

      (xiii) the rating thereof, if any; and

      (xiv) any other material terms of such Underlying Securities.

      With respect to a trust containing a pool of Underlying Securities, the
applicable prospectus supplement will describe the composition of the
Underlying Securities pool as of the Cut-off Date, certain material events of
default or restrictive covenants common to the Underlying Securities, and, on
an aggregate, percentage or weighted average basis, as applicable, the
characteristics of the pool with respect to the terms set forth in (ii),
(iii), (v), (vi), (vii), (viii) and (ix) of the preceding paragraph and any
other material terms regarding such pool of securities.

Publicly Available Information

      In addition to the foregoing, with respect to each Concentrated
Underlying Security the applicable prospectus supplement will disclose the
identity of the applicable obligor and the Underlying Securities Trustee, if
applicable, and will describe the existence and type of certain information
that is made publicly available by each obligor regarding such Underlying
Security and will disclose where and how prospective purchasers of the
certificates may obtain publicly available information about the obligor.
Except in the case of a GSE issuer, publicly available information will
typically consist of the quarterly and annual reports filed under the Exchange
Act by the issuer with, and which are available from, the SEC. Such
information will typically consist of the obligor's annual report, which
contains financial statements or similar financial information, and can be
obtained from the SEC, if so specified in the applicable prospectus
supplement, or from the office of the obligor identified in the applicable
prospectus supplement. However, the precise nature of such publicly available
information and where and how it may be obtained with respect to any given GSE
issuer will vary, and, as described above, will be



                                      37


specified in the applicable prospectus supplement. In the case of a GSE issuer
whose obligations are not supported by the full faith and credit of the U.S.
government, publicly available information will typically consist of
information comparable to that required of Exchange Act reporting entities.

      If an issuer or, as applicable, guarantor of Concentrated Underlying
Securities ceases to file periodic reports under the Exchange Act, or, in the
case of a GSE issuer, ceases to make available comparable reports, the
Depositor, on behalf of the related trust, will continue to be subject to the
reporting requirements of the Exchange Act. In the event that an issuer or, as
applicable, guarantor of a Concentrated Underlying Security (or the issuers
or, as applicable, guarantors of Underlying Securities the combined principal
balances of which exceed ten percent of the aggregate principal balance of the
Underlying Securities) underlying a series of certificates ceases to file
periodic reports required under the Exchange Act, or, in the case of a GSE
issuer, ceases to make available comparable reports, the Depositor shall
within a reasonable period of time either (i) file periodic reports containing
the information that such issuer(s) or, as applicable, guarantor(s) would
otherwise file or, in the case of any GSE issuer(s), make publicly available
the information the such GSE issuer(s) would otherwise make publicly available
or (ii) instruct the trustee to either (a) distribute within a reasonable
period of time such Underlying Security or Securities to the
certificateholders or (b) sell within a reasonable period of time the
Underlying Securities and distribute the proceeds to the certificateholders,
pursuant to the procedures set forth in the related prospectus supplement
applicable to defaults on the Underlying Securities. For the purpose of this
subsection, with respect to Equipment Trust Certificates, the applicable
obligor and issuer refer, as applicable, to the ETC Credit Entity, and
Underlying Securities and Concentrated Underlying Securities refer, as
applicable, to the obligations of the ETC Credit Entity.

Other Deposited Assets

      In addition to the Underlying Securities, the Depositor may also deposit
into a trust, or the trustee on behalf of the certificateholders of a trust
may enter into an agreement constituting or providing for the purchase of, to
the extent described in the related prospectus supplement, certain assets
related or incidental to one or more of such Underlying Securities or to some
other asset deposited in the related trust, including hedging contracts and
other similar arrangements (such as puts, calls, interest rate swaps, currency
swaps, floors, caps and collars), cash and assets ancillary or incidental to
the foregoing or to the Underlying Securities (including assets obtained
through foreclosure or in settlement of claims with respect thereto) and
direct obligations of the United States (all such assets for any given series,
together with the related Underlying Securities, the "Deposited Assets"). The
applicable prospectus supplement will, to the extent appropriate, contain
analogous disclosure with respect to the foregoing assets as referred to above
with respect to the Underlying Securities.

      Unless otherwise specified in the applicable prospectus supplement, the
Deposited Assets for a given series of certificates and the related trust will
not constitute Deposited Assets for any other series of certificates and the
related trust and the certificates of each class of a given series possess an
equal and ratable undivided ownership interest in such Deposited Assets. The
applicable prospectus supplement may, however, specify that certain assets
constituting a part of the Deposited Assets relating to any given series may
be beneficially owned solely by or



                                      38


deposited solely for the benefit of one class or a group of classes within
such series. In such event, the other classes of such series will not possess
any beneficial ownership interest in those specified assets constituting a
part of the Deposited Assets.

Credit Support

      As specified in the applicable prospectus supplement for a given series
of certificates, the trust for any series of certificates may include, or the
certificateholders of such series (or any class or group of classes within
such series) may have the benefit of, credit support for any class or group of
classes within such series. Credit support may be provided by any combination
of the following means described below. The applicable prospectus supplement
will specify whether the trust for any class or group of classes of
certificates contains, or the certificateholders of such certificates have the
benefit of, credit support and, if so, the amount, type and other relevant
terms of each element of credit support with respect to any such class or
classes and certain information with respect to the obligors of each element,
including audited financial information with respect to any obligor providing
credit support for 20% or more of the aggregate principal amount of such class
or classes unless such obligor is subject to the informational requirements of
the Exchange Act. For any obligor providing credit support for 10% or more but
less than 20% of the aggregate principal amount of any class or classes of
certificates, summary financial information on such obligor will be provided
in the applicable prospectus supplement.

      Subordination. As discussed below under "--Collections," the rights of
the certificateholders of any given class within a series of certificates to
receive collections from the trust for such series and any credit support
obtained for the benefit of the certificateholders of such series (or classes
within such series) may be subordinated to the rights of the
certificateholders of one or more other classes of such series to the extent
described in the applicable prospectus supplement. Such subordination
accordingly provides some additional credit support to those
certificateholders of those other classes. For example, if losses are realized
during a given period on the Deposited Assets relating to a series of
certificates such that the collections received thereon are insufficient to
make all distributions on the certificates of such series, those realized
losses would be allocated to the certificateholders of any class of any such
series that is subordinated to another class, to the extent and in the manner
specified in the applicable prospectus supplement. In addition, if so
specified in the applicable prospectus supplement, certain amounts otherwise
payable to certificateholders of any class that is subordinated to another
class may be required to be deposited into a reserve account. Amounts held in
any reserve account may be applied as described below under "--Reserve
Accounts" and in the applicable prospectus supplement.

      If so specified in the applicable prospectus supplement, the credit
support for any series or class of certificates may include, in addition to
the subordination of certain classes of such series and the establishment of a
reserve account, any of the other forms of credit support described below. Any
such other forms of credit support that are solely for the benefit of a given
class will be limited to the extent necessary to make required distributions
to the certificateholders of such class or as otherwise specified in the
applicable prospectus supplement. In addition, if so specified in the
applicable prospectus supplement, the obligor of any other forms of credit
support may be reimbursed for amounts paid pursuant to such credit support out
of amounts otherwise payable to one or more of the classes of the certificates
of such series.



                                      39


      Letter of Credit; Surety Bond. The certificateholders of any series (or
class or group of classes of certificates within such series) may, if
specified in the applicable prospectus supplement, have the benefit of a
letter or letters of credit issued by a bank or a surety bond or bonds issued
by a surety company. In either case, the trustee or such other person
specified in the applicable prospectus supplement will use its reasonable
efforts to cause the letter of credit or the surety bond, as the case may be,
to be obtained, to be kept in full force and effect (unless coverage
thereunder has been exhausted through payment of claims) and to pay, unless
otherwise specified in the applicable prospectus supplement in a timely manner
the fees or premiums therefor. The trustee or such other person specified in
the applicable prospectus supplement will make or cause to be made draws under
the letter of credit or the surety bond, as the case may be, under the
circumstances and to cover the amounts specified in the applicable prospectus
supplement. Any amounts otherwise available under the letter of credit or the
surety bond will be reduced to the extent of any prior unreimbursed draws
thereunder. The applicable prospectus supplement will specify the manner,
priority and source of funds by which any such draws are to be repaid.

      Unless otherwise specified in the applicable prospectus supplement, in
the event that the letter of credit bank or the surety, as applicable, ceases
to satisfy any credit rating or other applicable requirements specified in the
applicable prospectus supplement, the trustee or such other person specified
in the applicable prospectus supplement will use its reasonable efforts to
obtain or cause to be obtained a substitute letter of credit or surety bond,
as applicable, or other form of credit enhancement providing similar
protection, that meets such requirements and provides the same coverage to the
extent available for the same cost. There can be no assurance that any letter
of credit bank or any surety, as applicable, will continue to satisfy such
requirements or that any such substitute letter of credit, surety bond or
similar credit enhancement will be available providing equivalent coverage for
the same cost. To the extent not so available, the credit support otherwise
provided by the letter of credit or the surety bond (or similar credit
enhancement) may be reduced to the level otherwise available for the same cost
as the original letter of credit or surety bond.

      Reserve Accounts. If so specified in the applicable prospectus
supplement, the trustee or such other person named in the prospectus
supplement will deposit or cause to be deposited into a reserve account
maintained with an eligible institution (which may be the trustee) any
combination of cash or permitted investments in specified amounts, which will
be applied and maintained in the manner and under the conditions specified in
such prospectus supplement. In the alternative or in addition to such deposit,
a reserve account may be funded through application of a portion of
collections received on the Deposited Assets for a given series of
certificates, in the manner and priority specified in the applicable
prospectus supplement. Amounts deposited in such reserve account may be
distributed to certificateholders of such class or group of classes within
such series, or may be used for other purposes, in the manner and to the
extent specified in the applicable prospectus supplement. Amounts deposited in
any reserve account will be invested in certain permitted investments by, or
at the direction of, the trustee, or such other person named in the applicable
prospectus supplement.



                                      40


Collections

      The trust agreement will establish procedures by which the trustee or
such other person specified in the prospectus supplement is obligated to
administer the related Deposited Assets. This will include making collections
of all payments made on the Deposited Assets and depositing the collections
from time to time prior to any applicable Distribution Date into a segregated
certificate account maintained or controlled by the trustee for the benefit of
such series. An administrative agent, if any is appointed pursuant to the
applicable prospectus supplement, will direct the trustee, and otherwise the
trustee will make all determinations, as to the appropriate application of
such collections and other amounts available for distribution to the payment
of any administrative or collection expenses (such as the administrative fee)
and credit support-related ongoing fees (such as insurance premiums, letter of
credit fees or any required account deposits) and to the payment of amounts
then due and owing on the certificates of such series (and classes within such
series), all in the manner and priorities described in the applicable
prospectus supplement. The applicable prospectus supplement will specify the
collection periods, if applicable, and Distribution Dates for a given series
of certificates and the particular requirements relating to the segregation
and investment of collections received on the Deposited Assets during a given
collection period or on or by certain specified dates. Amounts received from
the Deposited Assets and any credit support obtained for the benefit of
certificateholders for a particular series or class of certificates over a
specified period may not be sufficient, after payment of all prior expenses
and fees for such period, to pay amounts then due and owing to holders of such
certificates. The applicable prospectus supplement will also specify the
manner and priority by which any Realized Losses will be allocated among the
classes of any series of certificates, if applicable.

      The relative priorities of distributions with respect to collections
from the assets of the trust assigned to classes of a given series of
certificates may permanently or temporarily change over time upon the
occurrence of certain circumstances specified in the applicable prospectus
supplement. Moreover, the applicable prospectus supplement may specify that
the relative distribution priority assigned to each class of a given series
for purposes of payments of certain amounts, such as principal, may be
different from the relative distribution priority assigned to each such class
for payments of other amounts, such as interest or premium.


                      DESCRIPTION OF THE TRUST AGREEMENT

General

      The following summary of certain provisions of the trust agreement and
the certificates is not complete and is qualified in its entirety by reference
to the detailed provisions of the form of trust agreement filed as an exhibit
to the registration statement. Wherever particular defined terms of the trust
agreement are referred to, such defined terms are incorporated in this
prospectus by reference as part of the statement made, and the statement is
qualified in its entirety by such reference.



                                      41


Sale Or Assignment Of Deposited Assets

      At the time of issuance of any series of certificates, the Depositor
will cause the Underlying Securities to be included in the related trust, and
any other Deposited Asset specified in the prospectus supplement, to be sold
or assigned to the related trustee, together with all principal, premium (if
any) and interest received by or on behalf of the Depositor on or with respect
to such Deposited Assets after the cut-off date specified in the prospectus
supplement (the "Cut-off Date"), other than principal, premium (if any) and
interest due on or before the Cut-off Date and other than any Retained
Interest. The trustee will, concurrently with such sale or assignment, deliver
the certificates to the Depositor in exchange for certain assets to be
deposited in the trust. Each Deposited Asset will be identified in a schedule
appearing as an exhibit to the trust agreement. The schedule will include
certain statistical information with respect to each Underlying Security and
each other Deposited Asset as of the Cut-off Date, and in the event any
Underlying Security is a Concentrated Underlying Security, the schedule will
include, to the extent applicable, information regarding the payment terms of
the Underlying Security, the Retained Interest, if any, with respect the
Underlying Security, the maturity or terms of the Underlying Security, the
rating, if any, of the Underlying Security and certain other information.

      In addition, the Depositor will, with respect to each Deposited Asset,
deliver or cause to be delivered to the trustee (or to the custodian) all
documents necessary to transfer ownership of such Deposited Asset to the
trustee. The trustee (or such custodian) will review the documents within such
period as is permitted in the prospectus supplement, and the trustee (or such
custodian) will hold the documents in trust for the benefit of the
certificateholders.

      Each of the Depositor and the administrative agent, if any, will make
certain representations and warranties regarding its authority to enter into,
and its ability to perform its obligations under, the trust agreement. Upon a
breach of any such representation of the Depositor or any such administrative
agent, as the case may be, which materially and adversely affects the
interests of the certificateholders, the Depositor or any such administrative
agent, respectively, will be obligated to cure the breach in all material
respects.

Collection and Other Administrative Procedures

      General. With respect to any series of certificates the trustee or such
other person specified in the applicable prospectus supplement directly or
through sub-administrative agents, will make reasonable efforts to collect all
scheduled payments under the Deposited Assets. The trustee will follow the
collection procedures, as it would follow with respect to comparable financial
assets that it held for its own account, provided that such procedures are
consistent with the trust agreement and any related instrument governing any
credit support (collectively, the "credit support instruments") and provided
that, except as otherwise expressly set forth in the applicable prospectus
supplement, it shall not be required to expend or risk its own funds or
otherwise incur personal financial liability.

      Sub-Administration. Any trustee or administrative agent may delegate its
obligations in respect of the Deposited Assets to third parties they deem
qualified to perform such obligations (each, a "sub-administrative agent").
However, the trustee or administrative agent will remain obligated with
respect to such obligations under the trust agreement. Each sub-administrative



                                      42


agent will be required to perform the customary functions of an administrator
of comparable financial assets, including, if applicable, collecting payments
from obligors and remitting such collections to the trustee; maintaining
accounting records relating to the Deposited Assets, attempting to cure
defaults and delinquencies; and enforcing any other remedies with respect to
the Deposited Assets all as and to the extent provided in the applicable
sub-administration agreement.

      The agreement between any administrative agent or trustee and a
sub-administrative agent will be consistent with the terms of the trust
agreement and the assignment to the sub-administrator by itself will not
result in a withdrawal or downgrading of the rating of any class of
certificates issued by the terms of the trust agreement. Although each such
sub-administration agreement will be a contract solely between such
administrative agent and the sub-administrative agent, the applicable trust
agreement will provide that, if for any reason the administrative agent for
the series of certificates is no longer acting in such capacity, the trustee
or any successor administrative agent must recognize the sub-administrative
agent's rights and obligations under the sub-administration agreement.

      The administrative agent or trustee will be solely liable for all fees
owed by it to any sub-administrative agent, irrespective of whether the
compensation of the administrative agent or trustee, as applicable, by the
terms of the trust agreement with respect to the particular series of
certificates is sufficient to pay such fees. However, a sub-administrative
agent may be entitled to a Retained Interest in certain Deposited Assets to
the extent provided in the related prospectus supplement. Each
sub-administrative agent will be reimbursed by the administrative agent, if
any, or otherwise the trustee for certain expenditures which it makes,
generally to the same extent the administrative agent or trustee, as
applicable, would be reimbursed under the terms of the trust agreement
relating to such series. See "--Retained Interest; Administrative Agent
Compensation and Payment of Expenses."

      The administrative agent or trustee may require any sub-administrative
agent to agree to indemnify the administrative agent or trustee, as
applicable, for any liability or obligation sustained in connection with any
act or failure to act by the sub-administrative agent.

      Realization upon Defaulted Deposited Assets. Unless otherwise specified
in the applicable prospectus supplement, the trustee, on behalf of the
certificateholders of a given series (or any class or classes within such
series), will present claims under each applicable credit support instrument,
and will take reasonable steps as are necessary to receive payment or to
permit recovery with respect to defaulted Deposited Assets. As set forth
above, all collections by or on behalf of the trustee or administrative agent
under any credit support instrument are to be deposited in the Certificate
Account for the related trust, subject to withdrawal as described above.

      Unless otherwise provided in the applicable prospectus supplement, if
recovery on a defaulted Deposited Asset under any related credit support
instrument is not available, the trustee will be obligated to follow or cause
to be followed normal practices and procedures as it deems necessary or
advisable to realize upon the defaulted Deposited Asset. However, except as
otherwise expressly provided in the applicable prospectus supplement, it shall
not be required to expend or risk its own funds or otherwise incur personal
financial liability. If the proceeds of



                                      43


any liquidation of the defaulted Deposited Asset are less than the sum of (i)
the outstanding principal balance of the defaulted Deposited Asset, (ii)
interest accrued but unpaid on the Deposited Assets at the applicable interest
rate and (iii) the aggregate amount of expenses incurred by the administrative
agent and the trustee in connection with such proceedings to the extent
reimbursable from the assets of the trust under the trust agreement, the trust
will realize a loss in the amount of such difference. Only if and to the
extent provided in the applicable prospectus supplement, the administrative
agent or trustee, as so provided, will be entitled to withdraw or cause to be
withdrawn from the related Certificate Account out of the net proceeds
recovered on any defaulted Deposited Asset, prior to the distribution of such
proceeds to certificateholders, amounts representing its normal administrative
compensation on the Deposited Asset, unreimbursed administrative expenses
incurred with respect to the Deposited Asset and any unreimbursed advances of
delinquent payments made with respect to the Deposited Asset.

Retained Interest; Administrative Agent Compensation and Payment of Expenses

      The prospectus supplement for a series of certificates will specify
whether there will be any Retained Interest in the Deposited Assets, and, if
so, the owner of the Retained Interest. A Retained Interest will be
established on an asset-by-asset basis and will be specified in an exhibit to
the applicable series supplement to the trust agreement. A Retained Interest
in a Deposited Asset represents a specified interest in the Deposited Asset.
Payments in respect of the Retained Interest will be deducted from payments on
the Deposited Assets as received and, in general, will not be deposited in the
applicable certificate account or become a part of the related trust. Unless
otherwise provided in the applicable prospectus supplement, any partial
recovery of interest on a Deposited Asset, after deduction of all applicable
administration fees, will be allocated between the Retained Interest (if any)
and interest distributions to certificateholders on a pari passu basis.

      The applicable prospectus supplement will specify the administrative
agent's, if any, and the trustee's compensation, and the source, manner and
priority of payment of the compensation of administrative agent and trustee,
with respect to a given series of certificates.

      If and to the extent specified in the applicable prospectus supplement,
in addition to amounts payable to any sub-administrative agent, the
administrative agent, if any; and otherwise the trustee will pay from its
compensation certain expenses incurred in connection with its administration
of the Deposited Assets, including, without limitation, payment of the fees
and disbursements of the trustee, if applicable, and independent accountants,
payment of expenses incurred in connection with distributions and reports to
certificateholders, and payment of any other expenses described in the related
prospectus supplement.

Advances in Respect of Delinquencies

      Unless otherwise specified in the applicable prospectus supplement, the
administrative agent or the trustee will have no obligation to make any
advances with respect to collections on the Deposited Assets or in favor of
the certificateholders of the related series of certificates. However, to the
extent provided in the applicable prospectus supplement, the administrative
agent or the trustee will advance on or before each Distribution Date its own
funds or funds held in the certificate account for such series that are not
part of the funds available for distribution



                                      44


for such Distribution Date. The amount of funds advanced will equal the
aggregate of payments of principal, premium (if any) and interest (net of
related administration fees and any Retained Interest) with respect to the
Deposited Assets that were due during the related Collection Period (as
defined in the related prospectus supplement) and were delinquent on the
related Determination Date, subject to (i) any such administrative agent's or
trustee's good faith determination that such advances will be reimbursable
from Related Proceeds (as defined below) and (ii) such other conditions as may
be specified in the prospectus supplement.

      Advances are intended to maintain a regular flow of scheduled interest,
premium (if any) and principal payments to holders of the class or classes of
certificates entitled to Advances, rather than to guarantee or insure against
losses. Unless otherwise provided in the related prospectus supplement,
advances of an administrative agent's or trustee's funds will be reimbursable
only out of related recoveries on the Deposited Assets (and amounts received
under any form of credit support) for such series with respect to which such
advances were made (as to any Deposited Assets, the "Related Proceeds");
provided, however, that any advance will be reimbursable from any amounts in
the certificate account for the series to the extent that the administrative
agent or trustee shall determine, in its sole judgment, that the advance (a
"Nonrecoverable Advance") is not ultimately recoverable from Related Proceeds.
If advances have been made by the administrative agent or trustee from excess
funds in the certificate account for any series, the administrative agent or
trustee will replace the funds in such certificate account on any future
Distribution Date to the extent that funds in the certificate account on the
Distribution Date are less than payments required to be made to
certificateholders on such date. If so specified in the related prospectus
supplement, the obligations, if any, of an administrative agent or trustee to
make advances may be secured by a cash advance reserve fund or a surety bond.
If applicable, information regarding the characteristics of, and the identity
of any obligor on, any such surety bond, will be set forth in the related
prospectus supplement.

Certain Matters Regarding the Administrative Agent and the Depositor

      An administrative agent, if any, for each series of certificates under
the trust agreement will be named in the related prospectus supplement. The
entity serving as administrative agent for any such series may be the trustee,
the Depositor, an affiliate of either or any third party and may have other
normal business relationships with the trustee, the Depositor, their
affiliates.

      The trust agreement will provide that an administrative agent may resign
from its obligations and duties under the trust agreement with respect to any
series of certificates only if such resignation, and the appointment of a
successor, will not result in a withdrawal or downgrading of the rating of any
class of certificates of such series, or upon a determination that its duties
under the trust agreement with respect to such series are no longer
permissible under applicable law. No resignation will become effective until
the trustee or a successor has assumed the administrative agent's obligations
and duties under the trust agreement with respect to such series.

      The trust agreement will further provide that neither an administrative
agent, the Depositor nor any director, officer, employee, or agent of the
administrative agent or the Depositor will incur any liability to the related
trust or certificateholders for any action taken, or for refraining from
taking any action, in good faith under the trust agreement or for errors in




                                     45


judgment; provided, however, that none of the administrative agent, the
Depositor nor any such person will be protected against any liability that
would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties under the trust agreement or by
reason of reckless disregard of obligations and duties under the trust
agreement. The trust agreement will further provide that, unless otherwise
provided in the applicable series supplement, an administrative agent, the
Depositor and any director, officer, employee or agent of the administrative
agent or the Depositor will be entitled to indemnification by the related
trust and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to the trust agreement
or the certificates, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the
performance of duties under the trust agreement or by reason of reckless
disregard of obligations and duties under the trust agreement. In addition,
the trust agreement will provide that neither an administrative agent nor the
Depositor will be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to their respective responsibilities
under the trust agreement or which in its opinion may cause it to incur any
expense or liability. Each of the administrative agent or the Depositor may,
however, in its discretion undertake any action which it may deem necessary or
desirable with respect to the trust agreement and the rights and duties of the
parties to the trust agreement and the interests of the certificateholders
under the trust agreement. The applicable prospectus supplement will describe
how the legal expenses and costs of such action and any liability resulting
from such action will be allocated.

      Any person into which an administrative agent may be merged or
consolidated, or any person resulting from any merger or consolidation to
which an administrative agent is a part, or any person succeeding to the
business of an administrative agent, will be the successor of the
administrative agent under the trust agreement with respect to the
certificates of any given series.

Administrative Agent Termination Events; Rights Upon Administrative Agent
Termination Event

      Unless otherwise provided in the related prospectus supplement,
"Administrative Agent Termination Events" under the trust agreement with
respect to any given series of certificates will consist of the following:

   o  any failure by an administrative agent to remit to the trustee any funds
      in respect of collections on the Deposited Assets and credit support, if
      any, as required under the trust agreement, that continues unremedied
      for five days after the giving of written notice of such failure to the
      administrative agent by the trustee or the Depositor, or to the
      administrative agent, the Depositor and the trustee by the holders of
      such certificates evidencing not less than 25% of the Voting Rights (as
      defined below);

   o  any failure by an administrative agent duly to observe or perform in any
      material respect any of its other covenants or obligations under the
      trust agreement with respect to such series which continues unremedied
      for thirty days after the giving of written notice of such failure to
      the administrative agent by the trustee or the Depositor, or to the
      administrative agent, the Depositor and the trustee by the holders of
      such certificates evidencing not less than 25% of the Voting Rights; and



                                      46


   o  specified events of insolvency, readjustment of debt, marshalling of
      assets and liabilities or similar proceedings and certain actions by or
      on behalf of an administrative agent indicating its insolvency or
      inability to pay its obligations.

Any additional Administrative Agent Termination Events with respect to any
given series of certificates will be set forth in the applicable prospectus
supplement. In addition, the applicable prospectus supplement and the related
series supplement to the trust agreement will specify as to each matter
requiring the vote of holders of certificates of a class or group of classes
within a given series, the circumstances and manner in which the Required
Percentage (as defined below) applicable to each matter is calculated.
"Required Percentage" means with respect to any matter requiring a vote of
holders of certificates of a given series, the specified percentage (computed
on the basis of outstanding Stated Amount or Notional Amount, as applicable)
of certificates of a designated class or group of classes within such series
(either voting as separate classes or as a single class) applicable to such
matter, all as specified in the applicable prospectus supplement and the
related series supplement to the trust agreement. "Voting Rights" evidenced by
any certificate will be the portion of the voting rights of all the
certificates in the related series allocated in the manner described in the
related prospectus supplement (Article I).

      Unless otherwise specified in the applicable prospectus supplement, so
long as an Administrative Agent Termination Event under the trust agreement
with respect to a given series of certificates remains unremedied, the
Depositor or the trustee may, and at the direction of holders of such
certificates evidencing not less than the Required Percentage of the Voting
Rights, the trustee will, terminate all the rights and obligations of the
administrative agent under the trust agreement relating to the applicable
trust and in and to the related Deposited Assets (other than any Retained
Interest of such administrative agent). The trustee will then succeed to all
the responsibilities, duties and liabilities of the administrative agent under
the trust agreement with respect to such series (except that if the trustee is
prohibited by law from obligating itself to make advances regarding delinquent
Deposited Assets, then the trustee will not be so obligated) and will be
entitled to similar compensation arrangements. In the event that the trustee
is unwilling or unable to act, it may or, at the written request of the
holders of such certificates evidencing not less than the Required Percentage
of the Voting Rights, it will appoint, or petition a court of competent
jurisdiction for the appointment of an administration agent acceptable to the
rating agency with a net worth at the time of such appointment of at least
$15,000,000 to act as successor to such administrative agent under the trust
agreement with respect to such series. Pending such appointment, the trustee
is obligated to act in such capacity (except that if the trustee is prohibited
by law from obligating itself to make advances regarding delinquent Deposited
Assets, then the trustee will not be so obligated). The trustee and any such
successor may agree upon the compensation be paid to such successor, which in
no event may be greater than the compensation payable to such administrative
agent under the trust agreement with respect to such series.

      No certificateholder will have the right under the trust agreement to
institute any proceeding with respect to the trust agreement unless the holder
previously has given to the trustee written notice of breach and unless the
holders of certificates evidencing not less than the Required Percentage of
the Voting Rights have made written request upon the trustee to institute such
proceeding in its own name as trustee under the trust agreement and have
offered to the trustee reasonable indemnity, and the trustee for fifteen days
has neglected or refused to institute



                                      47


any such proceeding. The trustee, however, is under no obligation to exercise
any of the trusts or powers vested in it by the trust agreement or to make any
investigation of matters arising under the trust agreement or to institute,
conduct or defend any litigation under the trust agreement or in relation to
the trust agreement at the request, order or direction of any of the holders
of certificates covered by the trust agreement, unless the certificateholders
have offered to the trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred by the trustee.

Modification And Waiver

      Unless otherwise specified in the applicable prospectus supplement, the
trust agreement for each series of certificates may be amended by the
Depositor and the trustee with respect to such series, without notice to or
consent of the certificateholders, for specified purposes including:

   o  to cure any ambiguity;

   o  to correct or supplement any provision of the trust agreement which may
      be inconsistent with any other provision of the trust agreement or in
      the prospectus supplement;

   o  to add or supplement any credit support for the benefit of any
      certificateholders (provided that if any such addition affects any
      series or class of certificateholders differently than any other series
      or class of certificateholders, then such addition will not, as
      evidenced by an opinion of counsel, have a material adverse effect on
      the interests of any affected series or class of certificateholders);

   o  to add to the covenants, restrictions or obligations of the Depositor,
      the administrative agent, if any, or the trustee for the benefit of the
      certificateholders;

   o  to add, change or eliminate any other provisions with respect to matters
      or questions arising under such trust agreement so long as (x) any such
      addition, change or elimination will not, as evidenced by an opinion of
      counsel, affect the tax status of the trust or result in a sale or
      exchange of any certificate for tax purposes and (y) the trustee has
      received written confirmation from each rating agency rating such
      certificates that such amendment will not cause such rating agency to
      qualify, reduce or withdraw the then current rating of the certificates;
      or

   o  to comply with any requirements imposed by the Code.

Without limiting the generality of the foregoing, unless otherwise specified
in the applicable prospectus supplement, the trust agreement may also be
modified or amended from time to time by the Depositor, and the trustee, with
the consent of the holders of certificates evidencing not less than the
Required Percentage of the Voting Rights of those certificates that are
materially adversely affected by such modification or amendment for the
purpose of adding any provision to or changing or eliminating any provision of
the trust agreement or of modifying in any manner the rights of such
certificateholders; provided, however, that in the event modification or
amendment would materially adversely affect the rating of any series or class
by each rating



                                      48


agency, the Required Percentage specified in the related series supplement to
the trust agreement shall include an additional specified percentage of the
certificates of such series or class.

      Except as otherwise set forth in the applicable prospectus supplement,
no such modification or amendment may, however, (i) reduce in any manner the
amount of or defer the timing of, distributions or payments which are required
to be made on any certificate without the consent of the holder of such
certificate or (ii) reduce the aforesaid Required Percentage of Voting Rights
required for the consent to any amendment without the consent of the holders
of all certificates covered by the trust agreement then outstanding.

      Unless otherwise specified in the applicable prospectus supplement,
holders of certificates evidencing not less than the Required Percentage of
the Voting Rights of a given series may, on behalf of all certificateholders
of that series, (i) waive, insofar as that series is concerned, compliance by
the Depositor, the trustee or the administrative agent, if any, with certain
restrictive provisions, if any, of the trust agreement before the time for
such compliance and (ii) waive any past default under the trust agreement with
respect to certificates of that series, except a default in the failure to
distribute amounts received as principal of (and premium, if any) or any
interest on any such certificate and except a default in respect of a covenant
or provision the modification or amendment of which would require the consent
of the holder of each outstanding certificate affected by the modification or
amendment.

Reports To Certificateholders; Notices

      Reports to Certificateholders. Unless otherwise provided in the
applicable prospectus supplement, with each distribution to certificateholders
of any class of certificates of a given series, the administrative agent or
the trustee, as provided in the related prospectus supplement, will forward or
cause to be forwarded to each such certificateholder, to the Depositor and to
such other parties as may be specified in the trust agreement, a statement
setting forth:

   o  the amount of such distribution to certificateholders of such class
      allocable to principal of or interest or premium, if any, on the
      certificates of such class; and the amount of aggregate unpaid interest
      as of such Distribution Date;

   o  in the case of certificates with a variable Pass-Through Rate, the
      Pass-Through Rate applicable to such Distribution Date, as calculated in
      accordance with the method specified in this prospectus and in the
      related prospectus supplement;

   o  the amount of compensation received by the administrative agent, if any,
      and the trustee for the period relating to such Distribution Date, and
      such other customary information as the administrative agent, if any, or
      otherwise the trustee deems necessary or desirable to enable
      certificateholders to prepare their tax returns;

   o  if the prospectus supplement provides for advances, the aggregate amount
      of advances included in such distribution, and the aggregate amount of
      unreimbursed advances at the close of business on such Distribution
      Date;



                                      49


   o  the aggregate stated principal amount or, if applicable, notional
      principal amount of the Deposited Assets and the current interest rate
      on the Deposited Assets at the close of business on such Distribution
      Date;

   o  the aggregate Stated Amount or aggregate Notional Amount, if applicable,
      of each class of certificates (including any class of certificates not
      offered by this prospectus) at the close of business on such
      Distribution Date, separately identifying any reduction in such
      aggregate Stated Amount or aggregate Notional Amount due to the
      allocation of any Realized Losses or otherwise; and

   o  as to any series (or class within such series) for which credit support
      has been obtained, the amount of coverage of each element of credit
      support included in the series (or class within such series) as of the
      close of business on such Distribution Date.

      In the case of information furnished with respect to the amounts of
distributions or the amounts of compensation of the administrative agent and
the trustee, the amounts shall be expressed as a U.S. dollar amount (or
equivalent U.S. dollar amount in any other Specified Currency) per minimum
denomination of certificates or for such other specified portion of the
certificates. Within a reasonable period of time after the end of each
calendar year, the administrative agent or the trustee, as provided in the
related prospectus supplement, shall furnish to each person who at any time
during the calendar year was a certificateholder a statement containing the
information set forth above with respect to the amounts of distributions or
the amounts of compensation of the administrative agent and the trustee,
aggregated for such calendar year or the applicable portion of the calendar
year during which such person was a certificateholder. Such obligation of the
administrative agent or the trustee, as applicable, will be deemed to have
been satisfied to the extent that substantially comparable information shall
be provided by the administrative agent or the trustee, as applicable, under
any requirements of the Code as are from time to time in effect.

      Notices. Unless otherwise provided in the applicable prospectus
supplement, any notice required to be given to a holder of a registered
certificate will be mailed to the last address of such holder set forth in the
applicable certificate register. Any notice required to be given to a holder
of a bearer certificate will be published in a daily morning newspaper of
general circulation in the city or cities specified in the prospectus
supplement relating to such bearer certificate.

Evidence As To Compliance

      If so specified in the applicable prospectus supplement, the trust
agreement will provide that commencing on a certain date and on or before a
specified date in each year thereafter, a firm of independent public
accountants will furnish a statement to the trustee to the effect that such
firm has examined certain documents and records relating to the administration
of the Deposited Assets during the related 12-month period (or, in the case of
the first such report, the period ending on or before the date specified in
the prospectus supplement, which date shall not be more than one year after
the related Original Issue Date) and that, on the basis of certain agreed upon
procedures considered appropriate under the circumstances, such firm is of the
opinion that such administration was conducted in compliance with the terms of
the trust



                                      50


agreement, except for such exceptions as such firm shall believe to be
immaterial and such other exceptions and qualifications as shall be set forth
in such report.

      The trust agreement may also provide for delivery to the Depositor, the
administrative agent, if any, and the trustee on behalf of the
certificateholders, on or before a specified date in each year, of an annual
statement signed by two officers of the trustee to the effect that the trustee
has fulfilled its obligations under the trust agreement throughout the
preceding year with respect to any series of certificates.

      Copies of the annual accountants' statement, if any, and the statement
of officers of the trustee may be obtained by certificateholders without
charge upon written request to either the administrative agent or the trustee,
as applicable, at the address set forth in the related prospectus supplement.

      Each trust will have limited reporting obligations as a filer under the
Exchange Act. The reporting required for a trust will be limited to filing a
copy of the applicable series supplement to the trust agreement as described
under "Description of the Certificates" in this prospectus, filing an annual
report on Form 10-K and filing current reports on Form 8-K. A current report
on Form 8-K will be filed relating to each distribution on the Certificates
and will contain a report on the distribution. Current reports on Form 8-K
will also be filed, if necessary, to report specific events which if they
occur would be out of the ordinary course for the trust, such as any
significant dispositions of trust assets, any material legal proceedings
involving the trust, any material modifications to the Trust Agreement, any
submissions of matters to a vote of certificateholders and any bankruptcy or
receivership involving the trust or the depositor. Each Form 10-K will contain
any material information that has occurred relating to specific items such as
any material legal proceedings involving the trust, any submissions of matters
to a vote of certificateholders, information on the number of
certificateholders and any concentrations of ownership of the related series
of certificates that are known to the depositor and are required to be
reported on under the applicable SEC regulations.

Replacement Certificates

      Unless otherwise provided in the applicable prospectus supplement, if a
certificate is mutilated, destroyed, lost or stolen, it may be replaced at the
corporate trust office or agency of the applicable trustee in the City and
State of New York (in the case of registered certificates) or at the principal
London office of the applicable trustee (in the case of bearer certificates),
or such other location as may be specified in the applicable prospectus
supplement, upon payment by the holder of such expenses as may be incurred by
the applicable trustee in connection with the replacement of the certificate
and the furnishing of such evidence and indemnity as such trustee may require.
Mutilated certificates must be surrendered before new certificates will be
issued.

Termination

      The obligations created by the trust agreement for each series of
certificates will terminate upon the payment to certificateholders of that
series of all amounts held in the related certificate account or by an
administrative agent, if any, and required to be paid to them under the trust
agreement following the earlier of (i) the final payment or other liquidation
of the last



                                      51


Deposited Asset subject to the trust agreement or the disposition of all
property acquired upon foreclosure or liquidation of any such Deposited Asset
and (ii) the purchase of all the assets of the trust by the party entitled to
effect such termination, under the circumstances and in the manner set forth
in the related prospectus supplement. In no event, however, will any trust
created by the trust agreement continue beyond the respective date specified
in the related prospectus supplement.

      Any purchase of Deposited Assets and property acquired in respect of
Deposited Assets evidenced by a series of certificates will be made at a price
approximately equal to the aggregate fair market value of all the assets in
the trust (as determined by the trustee, the administrative agent, if any,
and, if different than both such persons, the person entitled to effect such
termination), in each case taking into account accrued interest at the
applicable interest rate to the first day of the month following such purchase
or, to the extent specified in the applicable prospectus supplement, a
specified price as described in the applicable prospectus supplement (such
price, a "Purchase Price").

Duties of the Trustee

      The trustee makes no representations as to the validity or sufficiency
of the trust agreement, the certificates of any series or any Deposited Asset
or related document. The trustee is not accountable for the use or application
by or on behalf of any administrative agent of any funds paid to the
administrative agent or its designee in respect of such certificates or the
Deposited Assets, or deposited into or withdrawn from the related certificate
account or any other account by or on behalf of the administrative agent. If
no Administrative Agent Termination Event has occurred and is continuing with
respect to any given series, the trustee is required to perform only those
duties specifically required under the trust agreement with respect to such
series. However, upon receipt of the various certificates, reports or other
instruments required to be furnished to it, the trustee is required to examine
such documents and to determine whether they conform to the applicable
requirements of the trust agreement.

The Trustee

      The trustee for any given series of certificates under the trust
agreement will be named in the related prospectus supplement. The commercial
bank, national banking association or trust company serving as trustee will be
unaffiliated with, but may have normal banking relationships with, the
Depositor, any administrative agent and their respective affiliates.


                LIMITATIONS ON ISSUANCE OF BEARER CERTIFICATES

      In compliance with United States Federal income tax laws and
regulations, the Depositor and any underwriter, agent or dealer participating
in the offering of any bearer certificate will agree that, in connection with
the original issuance of such bearer certificate and during the period ending
40 days after the issue of such bearer certificate, they will not offer, sell
or deliver such bearer certificate, directly or indirectly, to a U.S. Person
(as defined below) or to any person within the United States, except to the
extent permitted under U.S. Treasury regulations.



                                      52


      Bearer certificates will bear a legend to the following effect: "Any
United States Person who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code." The sections
referred to in the legend provide that, with certain exceptions, a United
States taxpayer who holds bearer certificates will not be allowed to deduct
any loss with respect to, and will not be eligible for capital gain treatment
with respect to any gain realized on a sale, exchange, redemption or other
disposition of, such bearer certificates.

      As used in this prospectus, "United States" means the United States of
America and its possessions, and "U.S. Person" means a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, or an estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source.

      Pending the availability of a definitive global security or individual
bearer certificates, as the case may be, certificates that are issuable as
bearer certificates may initially be represented by a single temporary global
security, without interest coupons, to be deposited with a common depositary
in London for Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream
Banking") for credit to the accounts designated by or on behalf of the
purchasers of such certificates. Following the availability of a definitive
global security in bearer form, without coupons attached, or individual bearer
certificates and subject to any further limitations described in the
applicable prospectus supplement, the temporary global security will be
exchangeable for interests in such definitive global security or for such
individual bearer certificates, respectively, only upon receipt of a
"Certificate of Non-U.S. Beneficial Ownership." A "Certificate of Non-U.S.
Beneficial Ownership" is a certificate to the effect that a beneficial
interest in a temporary global security is owned by a person that is not a
U.S. Person or is owned by or through a financial institution in compliance
with applicable U.S. Treasury regulations. No bearer certificate will be
delivered in or to the United States. If so specified in the applicable
prospectus supplement, interest on a temporary global security will be
distributed to each of Euroclear and Clearstream Banking with respect to that
portion of such temporary global security held for its account, but only upon
receipt as of the relevant Distribution Date of a Certificate of Non-U.S.
Beneficial Ownership.


                                CURRENCY RISKS

Exchange Rates and Exchange Controls

      An investment in a certificate having a Specified Currency other than
U.S. dollars entails significant risks that are not associated with a similar
investment in a security denominated in U.S. dollars. Such risks include,
without limitation, the possibility of significant changes in rates of
exchange between the U.S. dollar and such Specified Currency and the
possibility of the imposition or modification of foreign exchange controls
with respect to such Specified Currency. Such risks generally depend on
factors over which the Depositor has no control, such as economic and
political events and the supply of and demand for the relevant currencies. In
recent years, rates of exchange between the U.S. dollar and certain currencies
have been highly volatile, and such volatility may be expected in the future.
Fluctuations in any particular



                                      53


exchange rate that have occurred in the past are not necessarily indicative,
however, of fluctuations in the rate that may occur during the term of any
certificate. Depreciation of the Specified Currency for a certificate against
the U.S. dollar would result in a decrease in the effective yield of such
certificate below its Pass-Through Rate and, in certain circumstances, could
result in a loss to the investor on a U.S. dollar basis.

      Governments have from time to time imposed, and may in the future
impose, exchange controls that could affect exchange rates as well as the
availability of a Specified Currency for making distributions in respect of
certificates denominated in such currency. At present, the Depositor has
identified the following currencies in which distributions of principal,
premium and interest on certificates may be made: euro, U.K. pound sterling,
Australian dollars, Canadian dollars, Danish kroner, Japanese yen, New Zealand
dollars and U.S. dollars. However, certificates distributable with Specified
Currencies other than those listed may be issued at any time. There can be no
assurance that exchange controls will not restrict or prohibit distributions
of principal, premium or interest in any Specified Currency. Even if there are
no actual exchange controls, it is possible that, on a Distribution Date with
respect to any particular certificate, the currency in which amounts then due
to be distributed in respect of such certificate are distributable would not
be available. In that event, such payments will be made in the manner set
forth above under "Description of Certificates--General" or as otherwise
specified in the applicable prospectus supplement.

      As set forth in the applicable prospectus supplement, certain of the
Underlying Securities may be denominated in a currency other than the
Specified Currency. Although payments in respect of principal and interest on
the certificates will be made in the Specified Currency, such payments may be
based in whole or in part upon receipt by the related trust of payments in the
Underlying Securities Currency. An investment in certificates supported by
Underlying Securities denominated in a currency other than the Specified
Currency entails significant risks not associated with an investment in
securities supported by obligations denominated in the same currency as the
currency of payment on such securities. Such risks include, without
limitation, the possibility of significant changes in rates of exchange
between the Specified Currency and the Underlying Securities Currency and the
possibility of the imposition or modification of foreign exchange controls
with respect to either the Specified Currency or the Underlying Securities
Currency.

      PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN CERTIFICATES DENOMINATED
IN A CURRENCY OTHER THAN U.S. DOLLARS. SUCH CERTIFICATES ARE NOT AN
APPROPRIATE INVESTMENT FOR PERSONS WHO ARE UNSOPHISTICATED WITH RESPECT TO
FOREIGN CURRENCY TRANSACTIONS.

      The information set forth in this prospectus is directed to prospective
purchasers of certificates who are United States residents. The applicable
prospectus supplement for certain issuances of certificates may set forth
certain information applicable to prospective purchasers who are residents of
countries other than the United States with respect to matters that may affect
the purchase or holding of, or receipt of distributions of principal, premium
or interest in respect of, such certificates.



                                      54


      Any prospectus supplement relating to certificates having a Specified
Currency other than U.S. dollars will contain information concerning
historical exchange rates for such currency against the U.S. dollar, a
description of such currency, any exchange controls affecting such currency
and any other required information concerning such currency.

Payment Currency

      Except as set forth below or unless otherwise provided in the applicable
prospectus supplement, if distributions in respect of a certificate are
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Depositor's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all distributions in respect of such certificate shall be made
in U.S. dollars until such currency is again available or so used. The amounts
so payable on any date in such currency shall be converted into U.S. dollars
on the basis of the most recently available Market Exchange Rate for such
currency or as otherwise indicated in the applicable prospectus supplement.

Foreign Currency Judgments

      Unless otherwise specified in the applicable prospectus supplement, the
certificates will be governed by and construed in accordance with the law of
the State of New York. Courts in the United States customarily have not
rendered judgments for money damages denominated in any currency other than
the U.S. dollar. A 1987 amendment to the Judiciary Law of the State of New
York provides, however, that an action based upon an obligation denominated in
a currency other than U.S. dollars will be rendered in the foreign currency of
the underlying obligation and converted into U.S. dollars at the rate of
exchange prevailing on the date of the entry of the judgment or decree.


                   MATERIAL FEDERAL INCOME TAX CONSEQUENCES

      The following is a general discussion of the material federal income tax
consequences of owning and disposing of the certificates. It is based on the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
Regulations promulgated and proposed thereunder (the "Regulations"), judicial
decisions and published administrative rulings and pronouncements of the
Internal Revenue Service (the "Service") and interpretations thereof. All of
these authorities and interpretations are subject to change, and such changes
may be applied on a retroactive basis.

      This discussion represents the opinion of tax counsel to the Trust,
subject to the qualifications set forth herein. Except as specifically
provided, this discussion does not purport to address the tax consequences of
persons other than initial purchasers who are U.S. Certificateholders (as
defined below) that hold their certificates as capital assets (within the
meaning of Section 1221 of the Code) nor does it discuss all of the tax
consequences that may be relevant to particular investors or to investors
subject to special treatment under the United States federal income tax laws
(such as life insurance companies, retirement plans, regulated investment
companies, persons who hold their certificates as part of a "straddle," a
"hedge" or a "conversion transaction," persons that have a "functional
currency" other than the U.S. dollar,



                                      55


investors in pass-through entities and tax-exempt organizations). This
discussion assumes that the Underlying Securities are U.S. dollar-denominated
debt instruments for United States federal income tax purposes. Underlying
Securities that are debt instruments but not denominated in U.S. dollars are
considered under "Special Considerations for Underlying Securities Denominated
in a Foreign Currency." Underlying Securities that are not debt instruments
will be discussed in the Supplement or an attachment thereto.

      U.S. Certificateholder. For purposes of this discussion, a "U.S.
Certificateholder" means a certificateholder that is (i) a citizen or resident
of the United States, (ii) a partnership or corporation (or other entity
treated like a corporation for federal income tax purposes) organized in or
under the laws of the United States, any state thereof or the District of
Columbia, (iii) an estate, the income of which is includible in gross income
for U.S. federal income tax purposes regardless of its source, (iv) a trust
with respect to which both (A) a court in the U.S. is able to exercise primary
authority over its administration and (B) one or more U.S. persons have the
authority to control all of its substantial decisions or (v) a trust that has
elected to be treated as a United States person under applicable Regulations.
A "Non-U.S. Certificateholder" means a person that is neither a U.S.
Certificateholder nor a certificateholder subject to rules applicable to
former citizens and residents of the United States.

      PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH
REGARD TO THE FEDERAL TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF
THE CERTIFICATES UNDER THEIR OWN PARTICULAR CIRCUMSTANCES, AS WELL AS THE TAX
CONSEQUENCES ARISING UNDER THE LAWS OF ANY LOCAL, STATE OR FOREIGN
JURISDICTION TO WHICH THEY MAY BE SUBJECT.

Tax Status of the Trust

      Classification as Trust. In the opinion of Sidley Austin Brown & Wood
LLP, the Trust will not be classified as a corporation or as a publicly traded
partnership taxable as a corporation for federal income tax purposes and,
therefore, will not be subject to federal income tax. Although the matter is
not entirely free from doubt, the parties will treat the Trust as a "grantor
trust" for federal income tax purposes. The certificateholders, therefore,
will be deemed to own directly their proportionate shares of the Underlying
Securities allocable to their classes of certificates and will generally be
required to report on their federal income tax returns their proportionate
shares of the Trust's income and deductions in accordance with their own
methods of accounting. No assurance can be given that the Service will agree
with the foregoing classification of the Trust or that if challenged this
classification will prevail.

      Classification as Partnership. If the Trust is classified as a tax
partnership, the Trust will not be subject to federal income tax, but each
item of income, gain, loss, deduction and credit generated by the Underlying
Securities will be allocated among the certificateholders as partners in
accordance with their respective interests. The amount of income reportable by
the certificateholders as partners could differ from the amount of income
reportable by the certificateholders as grantors of a trust. A cash basis
certificateholder treated as a partner, for example, might be required to
report income when the Trust accrues the income rather than when the
certificateholder receives it and, consequently, might be taxed on more income
than received



                                      56


on the certificate. In addition, partnership characterization may have adverse
state or local tax consequences for certificateholders. Certificateholders are
urged to consult with their tax advisors regarding the foregoing.

      Because the Trustee will treat the Trust as a grantor trust for federal
income tax purposes, it will not comply with the tax reporting requirements
applicable to partnerships. The remaining discussion assumes that the Trust
is, and the certificates represent interests in, a grantor trust for federal
income tax purposes.

Income of U.S. Certificateholders

      In General. A certificateholder will allocate the purchase price for a
certificate among the different Underlying Securities represented by the
certificate in proportion to the relative fair market values of the different
Underlying Securities on the purchase date. The amount allocated to any
particular Underlying Security will represent the initial adjusted basis of
the certificateholder's interest in that Underlying Security. Thereafter, a
certificateholder should calculate separately the items of income, gain, loss,
deduction and credit with respect to those different interests.

      Certificates Subject to Call. In some cases, the acquisition of a
certificate will represent both the purchase of interests in the Underlying
Securities and the grant of an option to call the certificate. In that case,
the purchase price allocable to the interests in the Underlying Securities
should equal the fair market value of such interests and any difference
between the fair market value of the interests and the purchase price of the
certificate should represent an option premium deemed paid to the
certificateholder for writing the option. If the amount of the purchase price
allocated to Underlying Securities either exceeds or falls short of the
adjusted issue price (as more fully described below, but ordinarily, the
principal amount) of the Underlying Securities, then the certificateholder's
interests in the Underlying Securities will have been acquired by the
certificateholder either at a premium or a discount. See the discussions below
under the captions "Market Discount" and "Premium."

      Because of the difficulties of allocating the purchase price of a
certificate between a deemed option premium and the Underlying Securities, and
the related tax reporting, the Trust generally intends for reporting purposes
to treat the deemed option premium as insignificant and allocate any
certificate purchase price entirely to the Underlying Securities. No assurance
can be given that the Service will agree with this position and if the Service
allocates less of the purchase price to the Underlying Securities and more to
the deemed option premium, then the certificateholder may have more discount
to take into income or less premium available to use as an offset against
interest income. In addition, although the matter is not entirely free from
doubt, such a re-allocation by the Service may allow (but not require) a
certificateholder to integrate the option and the Underlying Securities,
treating them as a single "synthetic" debt instrument under Section 1.1275-6
of the Regulations.

      The Trust will generally not identify the interests in the Underlying
Securities and any option as part of an integrated transaction. The remaining
discussion assumes that these positions will not be integrated and that the
Trust's allocation of the purchase price of a



                                      57


certificate will be respected. Certificateholders are urged to consult with
their tax advisors regarding the foregoing.

      Different Income Tax Treatment of Different Classes. The certificates
may be issued in different classes and may represent (i) an interest in the
Underlying Securities in full, (ii) an interest in a specified portion of one
or more principal payments or interest payments on the Underlying Securities
("Strip Certificates") or (iii) an interest in a specified portion of the
principal amount of the Underlying Securities and a specified portion of the
interest payable on the Underlying Securities ("Fixed Rate and Floating Rate
Certificates"). These differences affect the income tax treatment of the
different classes.

Interests in the Underlying Securities in Full

      For income tax purposes these certificates are equivalent to holding the
Underlying Securities and the following considerations apply to their tax
treatment.

      Original Issue Discount. Certain of the Underlying Securities may have
been issued with original issue discount ("OID") for federal income tax
purposes. In general, the OID on an Underlying Security will equal the
difference between the issue price of the Underlying Security and its stated
redemption price at maturity ("SRPM"), which is ordinarily the difference
between the initial price of the Underlying Security to the public and the
stated principal amount of the Underlying Security. OID is deemed to accrue
over the term of the Underlying Security under a constant yield method that
takes into account the semi-annual (or more frequent) compounding of interest.

      Unless a certificateholder acquires its interest in an Underlying
Security at a premium (as explained below), if the amount of OID on an
Underlying Security exceeds a certain "de minimis" amount, then regardless of
its accounting method, a certificateholder will be required to include in
gross income OID as it accrues on the Underlying Security during the period
that the certificateholder has an interest in the Underlying Security.

      Contingent Payment Securities. Certain of the Underlying Securities may
have been issued with contingent interest and, as a result, would be subject
to the contingent payment rules under the OID provisions of the Code. The
interest on these securities must generally be taken into account whether or
not the amount of any payment is fixed or determinable in the taxable year,
according to how interest would accrue under a comparable noncontingent OID
instrument.

      Market Discount. To the extent the purchase price of a certificate
allocated to an Underlying Security is less than the Underlying Security's
adjusted issue price (that is, the initial price of the Underlying Security to
the public increased for accrued OID), the certificateholder may acquire its
interest in the Underlying Security with "market discount" as defined under
Section 1276 of the Code. If the amount of market discount exceeds a certain
"de minimis" amount, then the certificateholder will have to recognize as
ordinary income its share of any gain realized on the disposition of either
the Underlying Security or the Certificate, to the extent such market discount
has accrued. In addition, the certificateholder will have to recognize as
ordinary income its share of any partial principal payment on the Underlying
Security to the extent market discount has accrued. Alternatively, the
certificateholder may elect to recognize



                                      58


and include market discount in income currently. (Because such an election
will affect how the certificateholder treats other securities it should only
be made after consulting with a tax adviser). In either case, the basis of the
certificateholder's interest in the Underlying Security will increase by the
amount of market discount recognized. If the market discount rules apply to
one or more Underlying Securities represented by a certificate but a
certificateholder does not elect to currently accrue and include market
discount in income currently, then the certificateholder may have to defer
claiming a deduction for part or all of any interest expense incurred or
continued to purchase or carry the certificate.

      Premium. Depending on how the purchase price of a certificate is
allocated among the certificateholder's interests in the Underlying
Securities, the certificateholder's interests in one or more Underlying
Securities may be purchased with either an acquisition premium or a bond
premium. A certificateholder's interests in an Underlying Security is
purchased with acquisition premium if the purchase price allocated to the
Underlying Security exceeds the adjusted issue price of the Underlying
Security but not its stated redemption price at maturity, Acquisition premium
reduces (but does not eliminate) the amount of OID that the certificateholder
would otherwise have to include in income. The affect of acquiring an interest
in an Underlying Security with bond premium is discussed below under the
caption "Fixed Rate and Floating Rate Certificates--Bond Premium."

      Election to Treat All Interest as Original Issue Discount. A
certificateholder may elect to include in gross income all interest (including
stated interest, OID, de minimis OID, market discount and de minimis market
discount, as adjusted by any bond premium or acquisition premium) that accrues
on an Underlying Security using a constant yield method. Because this election
will affect how the certificateholder treats other securities it should only
be made after consulting with a tax adviser.

Strip Certificates

      The federal income tax consequences of acquiring, holding, and disposing
of Strip Certificates will be discussed in the applicable Supplement or an
attachment thereto.

Fixed Rate and Floating Rate Certificates

      Original Issue Discount. Proper federal income tax treatment of these
certificates is unclear. In effect, a portion of the principal and a portion
of the interest have been "stripped" off the Underlying Securities. Under the
tax rules applicable to stripped debt obligations, on the date a certificate
is purchased, each of the Underlying Securities represented by the certificate
is treated as newly issued (possibly with original issue discount) for
purposes of reporting a certificateholder's income. Notwithstanding these
rules, however, the investment of the certificateholder more closely resembles
an investment in an ordinary, non-OID bond than an investment in a discount
instrument.

      Assuming the certificates are purchased at par (generally, the face
amount of the Underlying Securities) and subject to the discussion in the
paragraph below, the Trust intends to take the position that the Fixed Rate
and Floating Rate Certificates do not represent interests in securities having
original issue discount. Based upon the foregoing, it is reasonable for each



                                      59


Fixed Rate and Floating Rate certificateholder to report on its federal income
tax return, in a manner consistent with its method of tax accounting, its
share of the interest income earned with respect to the Underlying Securities.
If, however, the Service successfully challenges this position, the Fixed Rate
and Floating Rate Certificates would represent interests in securities having
original issue discount. In that case, Fixed Rate and Floating Rate
certificateholders would have to include in gross income such OID as accrued
over the term of the Underlying Securities under a constant yield method. In
addition, Fixed Rate and Floating Rate certificateholders who acquire their
certificates after the original issuance (that is, on re-sale) may acquire
their interests in the Underlying Securities either with additional discount
or at a premium. These purchasers should consult their tax advisors regarding
the tax consequences of acquiring, owning and disposing of Fixed Rate and
Floating Rate Certificates under these circumstances.

      Bond Premium. Depending on how the purchase price of a certificate is
allocated among the Underlying Securities, a certificateholder may acquire its
interest in one or more Underlying Securities at a bond premium. This will
occur to the extent that the purchase price allocated to the
certificateholder's portion of the Underlying Security exceeds the stated
redemption price at maturity of the certificateholder's portion of the
Underlying Security. If the certificateholder makes (or has made) an election
under Section 171 of the Code, then the premium will be amortizable over the
term of the Underlying Security under a constant yield method. The amount of
premium amortized in each taxable year offsets the interest income on the
Underlying Security but also reduces the certificateholder's basis in the
Underlying Security. Because this election will affect how the
certificateholder treats other securities it should only be made after
consulting with a tax advisor.

Special Considerations for Underlying Securities That Include Trust Preferred

      The Underlying Securities may include Trust Preferred Securities.
Ordinarily, an issuer of Trust Preferred Securities may defer the interest
payments on the subordinated debentures that underlie the Trust Preferred
Securities, thereby deferring the interest payments on the Trust Preferred
Securities as well. The materials used to offer Trust Preferred Securities may
express the view that the Trust Preferred Securities were not issued with
original issue discount. Presumably, this is based on the belief that the
likelihood of the issuer exercising its right to defer interest on the
subordinated debentures was remote. In these cases, the Trust also intends to
treat these assets as having been issued without OID.

      If the Service successfully challenges this treatment (or the assertion
that the exercise of the deferral right was remote), then a certificateholder
will have to include any OID in income as it accrues over the term of the
Trust Preferred Securities regardless of whether the certificateholder
received the cash attributable to that income and regardless of the
certificateholder's regular accounting method. Similarly, if the issuer of the
Trust Preferred Securities exercises its right to defer interest payments on
the subordinated debentures, then beginning with the first deferral period,
the certificateholders will have to accrue the interest payable on the Trust
Preferred Securities as OID.



                                      60


Deductibility of Trust's Fees and Expenses

      Fees and Expenses. Under Section 162 or 212 of the Code, each
certificateholder will be entitled to deduct its pro rata share of expenses
incurred by the Trust. In the case of individuals (and trusts, estates or
other persons that compute their income in the same manner as individuals)
these expenses will be deductible under Section 67 of the Code only to the
extent these expenses, plus other "miscellaneous itemized deductions" of the
individual, exceed 2% of the individual's adjusted gross income. In addition,
Section 68 of the Code provides that the amount of itemized deductions
otherwise allowable for an individual whose adjusted gross income exceeds a
certain amount (the "Applicable Amount") will be reduced by the lesser of (i)
3% of the excess of the individual's adjusted gross income over the Applicable
Amount or (ii) 80% of the amount of itemized deductions otherwise allowable
for the taxable year. The 3% and 80% limits are scheduled to be reduced
starting in 2006 and return to current levels in 2010.

      Foreign Tax Credits. Foreign income taxes (if any) withheld from
payments to the Trust will be includible in the income of certificateholders
and will likewise be deductible to certificateholders, or, alternatively,
certificateholders may, subject to various limitations, be eligible to claim a
U.S. foreign tax credit.

Sale or Exchange by Certificateholders

      Sale or Exchange of a Certificate. A certificateholder who sells a
certificate prior to its maturity will be treated as having sold a pro rata
portion of the Underlying Securities represented by the certificate. The
certificateholder will recognize gain or loss equal to the difference, if any,
between the amount received for each type of Underlying Security (determined
based on the relative fair market values of the Underlying Securities on the
date of sale) and the certificateholder's adjusted basis in each Underlying
Security. A certificateholder's adjusted basis in an Underlying Security will
equal the amount of the Certificate purchase price initially allocated to the
Underlying Security, increased by any original issue discount accrued by the
certificateholder with respect to that security and decreased by the bond
premium amortized and any payments of stated redemption price at maturity
(generally, principal payments) received with respect to that security. Except
for gain representing accrued interest and accrued market discount not
previously included in income, any gain or loss will be capital gain or loss.

      Certificates Subject to Call. As noted above, in some cases the
acquisition of a certificate will represent both the purchase of an interest
in the Underlying Securities and the grant of an option to call the
certificate. Although the matter is not entirely free from doubt, these two
actions are likely to represent a straddle for purposes of Section 1092 of the
Code. Consequently, any capital gain or loss realized on the sale, exchange or
redemption of the certificate will be short-term capital gain or loss
regardless of how long the certificate is held.

      Sale of the Underlying Securities. If the Trust sells the Underlying
Securities (or the Underlying Securities are redeemed or retired by the
Issuer) each certificateholder will be treated as having sold its pro rata
interest in the Underlying Security and gain or loss (if any) will be
recognized by the certificateholder. Except for gain representing accrued
interest and accrued market discount not previously included in income, any
gain or loss will be capital gain or loss.



                                      61


      In Kind Redemption of Certificates. If the Underlying Securities are
distributed in exchange for certificates in accordance with the proportionate
interests of the certificateholders in the principal and interest payments on
the Underlying Securities, then that distribution will not be treated as a
taxable event. A certificateholder will, however, have gain or loss if
following an in-kind redemption, the certificateholder has a greater or lesser
interest in the principal or interest payments on the Underlying Securities
than it held immediately before the exchange.

      Modification or Exchange of Underlying Securities. Depending upon the
circumstances, it is possible that a modification of the terms of the
Underlying Securities, or a substitution of other assets for the Securities
following a default on the Underlying Securities, would be a taxable event to
certificateholders, in which case they would recognize gain or loss as if they
had sold their interests in the Underlying Securities.

Special Considerations for Underlying Securities Denominated in a Foreign
Currency

      The following U.S. federal income tax considerations apply to
certificates ("Foreign Currency Certificates") that represent interests in
Underlying Securities that are debt instruments denominated in currency other
than the U.S. dollar ("Underlying Foreign Securities"). Different rules apply
to interest that may be taken into income upon receipt (such as interest
received from a non-OID debt by a cash method U.S. Certificateholder) and
interest that must be taken into income as it accrues (such as OID and
"ordinary" interest in the case of an accrual method U.S. Certificateholder).

      Interest That May be Taken Into Income Upon Receipt ("Current
Interest"). In the case of Current Interest paid in a foreign currency, the
Certificateholder must determine (and include in income) the U.S. dollar value
of the foreign currency payment on the date the payment is received,
regardless of whether the payment is in fact converted into U.S. dollars at
that time. If the payment is retained in the form of the foreign currency,
then the U.S. dollar value of the currency on the date of payment will be the
U.S. Certificateholder's tax basis in the foreign currency. Any gain or loss
subsequently realized by the U.S. Certificateholder on the sale or other
disposition of the foreign currency (including its exchange into U.S. dollars
or its use to purchase additional Certificates) will be ordinary income or
loss.

      Interest That Must be Taken Into Income as it Accrues and Before Receipt
("Accrued Interest"). A U.S. Certificateholder must determine (and include in
income) the U.S. dollar value of its Accrued Interest income by translating
that income at the average rate of exchange for the accrual period or, if the
accrual period spans two taxable years, by translating the income at the
average rate for that part of the accrual period falling within the taxable
year. Alternatively, the U.S. Certificateholder may elect to translate Accrued
Interest using the rate of exchange on the last day of the accrual period or,
with respect to an accrual period that spans two taxable years, using the rate
of exchange on the last day of the taxable year for that part of the accrual
period falling within the taxable year. In addition, if the last day of an
accrual period is within five business days of the date of receipt of the
Accrued Interest, a U.S. Certificateholder may translate the interest using
the rate of exchange on the date of receipt. Because the election will apply
to other debt obligations held by the U.S. Certificateholder and may not be
changed without the consent of the Service, a U.S. Certificateholder should
consult a tax advisor before making the above election.



                                      62


      Receipt of Accrued Interest. A U.S. Certificateholder will recognize
exchange gain or loss (which will be treated as ordinary income or loss) on
the date the Accrued Interest is received. The amount of exchange gain or loss
recognized will equal the difference, if any, between the U.S. dollar value of
the foreign currency payment received (determined on the date the payment is
received) and the U.S. dollar value of the Accrued Interest taken into income
with respect to the accrual period.

      Acquisition of Foreign Currency Certificates With Foreign Currency. A
U.S. Certificateholder who purchases a Foreign Currency Certificate with
previously acquired foreign currency will recognize ordinary income or loss
equal to the difference (if any) between the Certificateholder's tax basis in
the foreign currency and the U.S. dollar fair market value of the foreign
currency as determined on the date of purchase.

      Sale, Exchange or Retirement of a Foreign Currency Certificate. Upon the
disposition of a Foreign Currency Certificate (whether by sale, exchange or
redemption), a U.S. Certificateholder will recognize taxable gain or loss
equal to the difference between the amounts realized with respect to its
interests in the different Underlying Foreign Securities and the U.S.
Certificateholder's adjusted tax basis in its interests in the different
Underlying Foreign Securities. See the discussion under "Sale or Exchange by
Certificateholders." If the U.S. Certificateholder receives foreign currency
on the disposition of the Foreign Currency Certificate, the amount realized
will be based on the U.S. dollar value of the foreign currency on either the
date the payment is received or the date the Foreign Currency Certificate is
sold, exchanged or redeemed.

      To the extent gain or loss realized upon the disposition of a Foreign
Currency Certificate is attributable to fluctuations in currency exchange
rates, it will be treated as ordinary income or loss but will not be
characterized as interest income or as an interest expense. The amount of
currency gain or loss will equal the difference between the U.S. dollar value
of the principal amounts of the different Underlying Foreign Securities,
determined on the date the payment is received or the Foreign Currency
Certificate is disposed of, and the U.S. dollar value of the foreign currency
principal amount of the different Underlying Foreign Securities, determined on
the date the U.S. Certificateholder acquired the Foreign Currency Certificate.
Foreign currency gain or loss will be recognized only to the extent of the
total gain or loss realized by the U.S. Certificateholder on the disposition
of the Foreign Currency Certificate.

      Market Discount. If a U.S. Certificateholder's share of a Foreign
Currency Security is acquired at market discount, then the amount of market
discount accrued in respect of that Foreign Currency Security is measured in
terms of the foreign currency. Market discount is deemed to accrue in all
cases, but at a U.S. Certificateholder's election the amount accrued may be
taken into income either (i) currently or (ii) upon the receipt of any partial
principal payment on the Foreign Currency Security, or upon the sale,
exchange, retirement or other disposition of the Foreign Currency Certificate.
(See the earlier discussion of market discount under the caption "Interests in
the Underlying Securities in Full --Market Discount"). Market discount that is
taken into income currently, and before receipt, is treated like Accrued
Interest and Market Discount that is not taken into account until received, is
treated like Current Interest.



                                      63


      Premium. If a U.S. Certificateholder's share of a Foreign Currency
Security is acquired at a premium, then the amount of premium amortized in
respect of any interest payment from that Foreign Currency Security is
measured in terms of the foreign currency. (See the earlier discussion of bond
premium under the caption "Fixed Rate and Floating Rate Certificates--Bond
Premium.") At the time the corresponding interest payment is received, the
portion of the interest payment equal to the amortized premium should be
treated as a return of principal. A U.S. Certificateholder should then
recognize exchange gain or loss on that portion based on the difference
between the U.S. dollar value of such amount as measured on the date the
interest payment is received and the U.S. dollar cost of the amount as
measured on the date the Certificate was acquired. As to the treatment of the
remaining amount of the interest payment, see the earlier discussions of
Current Interest and Accrued Interest.

Income of Non-U.S. Certificateholders

      A Non-U.S. Certificateholder who is an individual or corporation (or an
entity treated as a corporation for federal income tax purposes) holding the
certificates on its own behalf will not be subject to United States federal
income taxes on payments of principal, premium, interest or original issue
discount on a certificate, unless the Non-U.S. Certificateholder is (i) a
direct or indirect 10% or greater shareholder of the issuer of the Underlying
Securities; (ii) a controlled foreign corporation related to the issuer of the
Underlying Securities; or (iii) an individual who ceased being a U.S. citizen
or long-term resident for tax avoidance purposes. To qualify for the exemption
from taxation, the Withholding Agent, as defined below, must have received a
statement from the individual or corporation that:

o  is signed under penalties of perjury by the beneficial owner of the
   certificate,

o  certifies that such owner is not a U.S. Certificateholder, and

o  provides the beneficial owner's name and address.

      A "Withholding Agent" is the last United States payor (or a non-U.S.
payor who is a qualified intermediary, U.S. branch of a foreign person, or
withholding foreign partnership) in the chain of payment prior to payment to a
Non-U.S. Certificateholder (which itself is not a Withholding Agent).
Generally, this statement is made on an IRS Form W-8BEN ("W-8BEN"), which is
effective for the remainder of the year of signature plus three full calendar
years unless a change in circumstances makes any information on the form
incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S.
taxpayer identification number will remain effective until a change in
circumstances makes any information on the form incorrect, provided that the
Withholding Agent reports at least annually to the beneficial owner on IRS
Form 1042-S. The beneficial owner must inform the Withholding Agent within 30
days of such change and furnish a new W-8BEN. A Non-U.S. Certificateholder who
is not an individual or corporation (or an entity treated as a corporation for
federal income tax purposes) holding the certificates on its own behalf may
have substantially increased reporting requirements. In particular, in the
case of certificates held by a foreign partnership (or foreign trust), the
partners (or beneficiaries) rather than the partnership (or trust) will be
required to provide the certification discussed above, and the partnership (or
trust) will be required to provide certain additional information.



                                      64


      A Non-U.S. Certificateholder whose income with respect to its investment
in a certificate is effectively connected with the conduct of a U.S. trade or
business would generally be taxed as if the certificateholder was a U.S.
person provided the certificateholder provides to the Withholding Agent an IRS
Form W-8ECI.

      Certain securities clearing organizations, and other entities that are
not beneficial owners, may be able to provide a signed statement to the
Withholding Agent. However, in such case, the signed statement may require a
copy of the beneficial owner's W-8BEN (or a substitute form).

      Generally, a Non-U.S. Certificateholder will not be subject to federal
income taxes on any amount which constitutes capital gain upon retirement or
disposition of a certificate, unless the Non-U.S. Certificateholder is an
individual who is present in the United States for 183 days or more in the
taxable year of the disposition and the gain is derived from sources within
the United States. Certain other exceptions may be applicable, and a Non-U.S.
Certificateholder should consult its tax advisor in this regard.

      Estate Tax. The certificates will not be includible in the estate of a
Non-U.S. Certificateholder unless (a) the individual is a direct or indirect
10% or greater shareholder of the Underlying Securities Issuer or, (b) at the
time of such individual's death, payments in respect of the certificates would
have been effectively connected with the conduct by such individual of a trade
or business in the United States, or (c) the certificateholder was an
individual who ceased being a U.S. citizen or long-term resident for tax
avoidance purposes.

Information Reporting and Backup Withholding

      Backup withholding of U.S. federal income tax may apply to payments made
in respect of a certificate to a registered owner who is not an "exempt
recipient" and who fails to provide certain identifying information (such as
the registered owner's taxpayer identification number) in the manner required.
Generally, individuals are not exempt recipients whereas corporations and
certain other entities are exempt recipients. Payments made in respect of a
certificateholder must be reported to the Service, unless the
certificateholder is an exempt recipient or otherwise establishes an
exemption. Compliance with the identification procedures (described in the
preceding section) will also establish an exemption from backup withholding
for a Non-U.S. Certificateholder who is not an exempt recipient.

      In addition, upon the sale of a certificate to (or through) a broker,
the broker must backup withhold on the entire purchase price, unless either
(i) the broker determines that the seller is a corporation or other exempt
recipient or (ii) the seller provides certain identifying information in the
required manner, and in the case of a Non-U.S. Certificateholder certifies
that the seller is a Non-U.S. Certificateholder (and certain other conditions
are met). The sale must also be reported by the broker to the Service, unless
either (i) the broker determines that the seller is an exempt recipient or
(ii) the seller certifies its non-U.S. status (and certain other conditions
are met).

      Any amounts withheld under the backup withholding rules from a payment
to a certificateholder will be allowed as a refund or a credit against such
certificateholder's U.S. federal income tax, provided that the required
information is furnished to the Service.



                                      65


Proposed Reporting Regulations

      In June 2002 the IRS and Treasury Department proposed new rules
concerning the reporting of tax information with respect to "Widely Held Fixed
Investment Trusts." If these rules are finalized in their current form, the
Trustee may be compelled, or have an opportunity, to adopt new ways of
calculating and reporting tax items (such as OID, market discount, sale
proceeds and premium) to the certificateholders. Any new method of calculating
and reporting tax items to the certificateholders could have the effect of
accelerating their income and delaying their deductions.

State and Local Tax Considerations

      Potential certificateholders should consider the state and local tax
consequences of the purchase, ownership and disposition of the certificates.
State and local tax laws may differ substantially from the corresponding
federal law, and this discussion does not purport to describe any aspect of
the tax laws of any state or locality. Therefore, potential certificateholders
should consult their tax advisors with respect to the various state and local
tax consequences of an investment in the certificates.

Possible Alternative Treatment of the Underlying Securities

      Except as noted in the Supplement, the issuer of the Underlying
Securities believes and has received an opinion of counsel to the effect that
the Underlying Securities constitute indebtedness for federal income tax
purposes. If the Service successfully challenges that assertion, then a
certificateholder's interest in the Underlying Securities may instead be
treated as representing an interest in the stock of the Underlying Securities
issuer. Treatment of the Underlying Securities as stock could have adverse tax
consequences to certain holders. For example, a Non-U.S. Holder might lose the
benefit of treating the income on the certificate as interest not subject to
federal withholding tax.


                             PLAN OF DISTRIBUTION

      Certificates may be offered in any of three ways:

   o  through underwriters or dealers;

   o  directly to one or more purchasers; or

   o  through agents.

The applicable prospectus supplement will set forth the terms of the offering
of any series of certificates, which may include the names of any underwriters
or initial purchasers, the purchase price of the certificates and the proceeds
to the Depositor from the sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price,
any discounts or concessions allowed or reallowed or paid to dealers, any
securities exchanges on which the certificates may be listed, any restrictions
on the sale and delivery of



                                      66


certificates in bearer form and the place and time of delivery of the
certificates to be offered by the applicable prospectus supplement.

      If underwriters are used in the sale, certificates will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale.
Certificates may be offered to the public either through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. The managing underwriters or underwriters in the United States will
include Wachovia Securities, an affiliate of the Depositor. Unless otherwise
set forth in the applicable prospectus supplement, the obligations of the
underwriters to purchase the certificates will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
of the certificates if any certificates are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.

      Certificates may also be sold through agents designated by the Depositor
from time to time. Any agent involved in the offer or sale of certificates
will be named, and any commissions payable by the Depositor to such agent will
be set forth, in the applicable prospectus supplement. Unless otherwise
indicated in the applicable prospectus supplement, any agent will act on a
best efforts basis for the period of its appointment.

      If so indicated in the applicable prospectus supplement, the Depositor
will authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase certificates at the public offering price
described in such prospectus supplement as required by delayed delivery
contracts providing for payment and delivery on a future date specified in
such prospectus supplement. Such contracts will be subject only to those
conditions set forth in the applicable prospectus supplement and such
prospectus supplement will set forth the commissions payable for solicitation
of such contracts.

      Any underwriters, dealers or agents participating in the distribution of
certificates may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of certificates may be deemed to be
underwriting discounts and commissions under the Securities Act. Agents and
underwriters may be entitled under agreements entered into with the Depositor
to indemnification by the Depositor against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with
respect to payments that the agents or underwriters may be required to make in
respect of those liabilities. Agents and underwriters may be customers of,
engage in transactions with, or perform services for, the Depositor or its
affiliates in the ordinary course of business.

      Wachovia Securities is an affiliate of the Depositor. Wachovia
Securities' participation in the offer and sale of certificates complies with
the requirements of Section 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc. regarding underwriting securities of
an affiliate.

      As to each series of certificates, only those classes rated in one of
the investment grade rating categories by a rating agency will be offered by
this prospectus. Any unrated classes or



                                      67


classes rated below investment grade may be retained by the Depositor or sold
at any time to one or more purchasers.

      Affiliates of the underwriters may act as agents or underwriters in
connection with the sale of the certificates. Any affiliate of the
underwriters so acting will be named, and its affiliation with the
underwriters described, in the related prospectus supplement. Also, affiliates
of the underwriters may act as principals or agents in connection with
market-making transactions relating to the certificates.

      The underwriters involved in the offering of any series of certificates
may include Wachovia Securities, an affiliate of the Depositor, and may
include other affiliates of the Depositor. Wachovia Securities or other
affiliates may be involved in any series as an underwriter or an agent.

      This prospectus, together with the accompanying prospectus supplement,
may be used by Wachovia Securities or another affiliate of the Depositor, in
connection with offers and sales of an indeterminate amount of the
certificates in market-making transactions. In these market-making
transactions, Wachovia Securities or another affiliate of the Depositor may
act as a principal or an agent and the sales will be at negotiated prices
related to prevailing market prices at the time of the sale.

      Wachovia Corporation conducts its investment banking, institutional, and
capital markets businesses through its various bank, broker-dealer and
non-bank subsidiaries (including Wachovia Capital Markets, LLC) under the
trade name of Wachovia Securities. Any references to Wachovia Securities in
this prospectus Supplement, however, do not include Wachovia Securities, Inc.,
member NASD/SIPC, a separate broker-dealer subsidiary of Wachovia Corporation,
and an affiliate of Wachovia Capital Markets, LLC.


                                LEGAL OPINIONS

      Certain legal matters with respect to the certificates will be passed
upon by Sidley Austin Brown & Wood LLP, New York, New York, or other counsel
identified in the applicable prospectus supplement.



                                      68






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                                   $35,000,000




        FLOATING RATE STRUCTURED REPACKAGED ASSET-BACKED TRUST SECURITIES
                    (STRATS(SM)) CERTIFICATES, SERIES 2006-3




       STRATS(SM) TRUST FOR ALLSTATE CORPORATION SECURITIES, SERIES 2006-3
                                     ISSUER




                     SYNTHETIC FIXED-INCOME SECURITIES, INC.
                                    DEPOSITOR




                               ------------------

                              PROSPECTUS SUPPLEMENT


                                 APRIL 21, 2006

                               ------------------

                               WACHOVIA SECURITIES


                               RBC CAPITAL MARKETS


                                 PIPER JAFFRAY