0000947871-01-501231 Sample Contracts

TERMS AGREEMENT ---------------

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

• Contract Type
  Terms Agreement
• Filed
  December 26th, 2001
• Company
  Preferredplus Trust Series All-1
• Industry
  Asset-backed securities

We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,944,800 PreferredPLUS Class A 8.00% Trust Certificates Series ALL-1 (the "Class A Certificates") with a $25 Stated Amount per Class A Certificate and 1,944,800 PreferredPLUS Class B 0.207% Trust Certificates Series ALL-1 (the "Class B Certificates") with a notional principal amount of $25 per Class B Certificate, (the Class A Certificates and Class B Certificates collectively, the "Underwritten Securities").