Mandatorily Exchangeable Securities Trust Sample Contracts

FORM OF CUSTODIAN AGREEMENT
Custodian Agreement • April 8th, 2005 • Mandatorily Exchangeable Securities Trust • New York
FORM OF COLLATERAL AGREEMENT
Collateral Agreement • April 8th, 2005 • Mandatorily Exchangeable Securities Trust • New York
1 TRUST AGREEMENT
Trust Agreement • July 6th, 1999 • Fourteenth Automatic Common Exchange Security Trust • New York
AMENDMENT NO. 2 TO TRUST AGREEMENT
Trust Agreement • March 9th, 2005 • Mandatorily Exchangeable Securities Trust • New York

AMENDMENT No. 2 dated as of March 7 2005 (this “Amendment”) to the Trust Agreement dated as of June 29, 1999 (the “Trust Agreement”), as amended by Amendment No.1 on March 4, 2005, between GOLDMAN, SACHS & CO., as sponsor (the “Sponsor”) and PAUL S. EFRON, as trustee (the “Resigning Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement.