Self-Regulatory Organizations; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change by the American Stock Exchange LLC Relating to the Listing and Trading of Corporate Bond TRACERS Units Representing Ownership Interests in a Trust Linked to a Basket of Investment Grade Fixed Income Securities

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), and rule 19b-4 thereunder, notice is hereby given that on November 5, 2002, the American Stock Exchange LLC (“Amex” or “Exchange”) filed with the Securities and Exchange Commission (“Commission” or “SEC”) the proposed rule change as described in items I, and II below, which items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons and is approving the proposal on an accelerated basis.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to approve for listing and trading under section 107A of the Amex Company Guide (“Company Guide”), trust certificates linked to a basket of investment-grade fixed-income corporate debt instruments.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the Amex included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in item III below. The Amex has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change

1. Purpose

Under section 107A of the Company Guide, the Exchange may approve for listing and trading securities which cannot be readily categorized under the listing criteria for common and preferred stocks, bonds, debentures, or warrants. The Amex proposes to list for trading under section 107A of the Company Guide, Corporate Bond TRACERS Units (the “Units”) representing ownership interests in the Structured Asset Trust Repackaging Series 2002-___ (the “Trust”), a special purpose entity to be formed by Morgan Stanley Dean Witter (“MSDW”) Structured Asset Corporation (“SAC”), the depositor, and the trustee of the Trust pursuant to a trust agreement, which will be entered into on the date that the Units are issued. The assets of the Trust will consist of a basket or portfolio of not less than 15 investment-grade fixed-income securities (the “Underlying Corporate Bonds”).

The issuance of the Units will be a repackaging of the Underlying Corporate Bonds with the obligation of the Trust to make distributions to holders of the Units depending on the amount of distributions received by the Trust on the Underlying Corporate Bonds. Due to the pass-through and passive nature of the Units, the Exchange intends to rely on the asset and stockholder equity of the corporate issuer, parent or guarantor of such issuer of the Underlying Corporate Bonds rather than the Trust to meet the requirement in section 107A of the Company Guide. The distribution and principal amount/aggregate market value requirements found in sections 107A(b) and (c), respectively, will otherwise be met by the Trust as issuer of the Units. The corporate issuer, parent or guarantor of such issuer of each of the Underlying Corporate Bonds will meet or exceed the requirements of section 107A of the Company Guide. Further, the Units will initially conform to the listing guidelines under section 107A, and the continued listing guidelines under sections 1001-1003 of the Company Guide. At the time of issuance, the Units will receive an investment grade rating from a nationally recognized securities rating organization (an “NRSRO”).

The Exchange states that the basket of Underlying Corporate Bonds will not be managed and will generally remain static over the term of the Units. The Units provide for periodic distributions of interest dependent on the interest paid by the Underlying Corporate Bonds. To insure periodic interest distributions, the Underlying Corporate Bonds held by the Trust will have stepped or staggered interest payment dates. Principal distributions on the Units are expected to be made on or about the dates that correspond to the maturity dates of the Underlying Corporate Bonds. However, some of the Underlying Corporate Bonds may have redemption provisions, and in the event of an early redemption or other liquidation (e.g., upon an event of default) of the Underlying Corporate Bonds, the proceeds from such redemption (including any amortization payments) or liquidation will be distributed pro rata to the holders of the Units. Each Underlying Corporate Bond will be issued by a corporate issuer and purchased in the secondary market.

Holders of the Units will receive interest on the face value of the Underlying Corporate Bonds in an amount to be determined at the time of issuance of the Units and disclosed to investors. The rate of interest payments will be based upon prevailing interest rates at the time of issuance and made to the extent that coupon payments are received from the Underlying Corporate Bonds. Distributions of interest will be made periodically. Investors will also be entitled to be repaid the principal of their Units from the proceeds of the principal payments on the Underlying Corporate Bonds. The payout or return to investors on the Units will not be leveraged.

The Units will mature on the latest maturity date of the Underlying Corporate Bonds. Holders of the Units will have no direct ability to exercise any of the rights of a holder of the Underlying Corporate Bonds. However, holders of the Units as a group will have the right to direct the Trust in its exercise of its rights as a holder of the Underlying Corporate Bonds.

The Exchange states that the proposed Units are similar to equity linked notes (“ELNs”), previously approved by the Commission, except that the cash flow from the proposed Units will come from a basket of investment-grade corporate bonds as compared to a single equity, basket of equity securities or equity index in the case of an ELN. In addition, ELNs may or may not pay interest while the Units will pay interest periodically based on the pass-through nature of the structure. Also, publicly issued asset backed securities that repackage a single underlying corporate debt obligation are currently listed and traded on the NYSE. The proposed Units are similar to those repackaging transactions, except that the Trust will own more than one corporate debt obligation. In addition, the Exchange recently filed a similar proposal to list and trade asset-backed securities representing ownership interest in a trust consisting of a basket of investment-grade fixed-income securities. Accordingly, the Exchange proposes to provide for the listing and trading of the Units where the Underlying Corporate Bonds meet the Exchange's Bond and Debenture Listing Standards set forth in section 104 of the Company Guide. The Exchange represents that all of the Underlying Corporate Bonds in the proposed basket will meet or exceed these listing standards.

The Exchange's Bond and Debenture Listing Standards in section 104 of the Company Guide provide for the listing of individual bond or debenture issuances provided the issue has an aggregate market value or principal amount of at least $5 million and any of: (1) The issuer of the debt security has equity securities listed on the Exchange (or on the NYSE or on Nasdaq); (2) an issuer of equity securities listed on the Exchange (or on the NYSE or on Nasdaq) directly or indirectly owns a majority interest in, or is under common control with, the issuer of the debt security; (3) an issuer of equity securities listed on the Exchange (or on the NYSE or on Nasdaq) has guaranteed the debt security; (4) a NRSRO has assigned a current rating to the debt security that is no lower than a Standard & Poor's Corporation (“S&P”) “B” rating or equivalent rating by another NRSRO; or (5) or if no NRSRO has assigned a rating to the issue, an NRSRO has currently assigned (i) an investment grade rating to an immediately senior issue or (ii) a rating that is no lower than an S&P “B” rating or an equivalent rating by another NRSRO to a pari passu or junior issue.

In addition to the Exchange's Bond and Debenture Listing Standards, an Underlying Corporate Bond must also be of investment grade quality as rated by a NRSRO and at least 75% of the underlying basket is required to contain Underlying Corporate Bonds from issuances of $100 million or more. The payment of principal of the Units is expected to be made upon the maturity of each Underlying Corporate Bond unless it is paid upon an earlier redemption (including any amortization payments) or liquidation, as discussed above, with the maturity date of the Units being the latest maturity date of the Underlying Corporate Bonds. Amortization of the Units will be based on (1) the respective maturities of the Underlying Corporate Bonds; (2) principal payout amounts reflecting the pro-rata principal amount of maturing Underlying Corporate Bonds; and (3) any early redemption or liquidation of the Underlying Corporate Bonds.

Investors will be able to obtain the prices for the Underlying Corporate Bonds through Bloomberg L.P. (“Bloomberg”) or other market vendors, including the broker-dealer through whom the investor purchased the Units. In addition, the Bond Market Association provides links to price and other bond information sources on its investor web site at http://www.investinginbonds.com. Transaction prices and volume data for the most actively traded bonds on the exchanges are also published daily in newspapers and on a variety of financial websites. The National Association of Securities Dealers, Inc. (“NASD”) Trade Reporting and Compliance Engine (TRACE) will also help investors obtain transaction information for most corporate debt securities, such as investment grade corporate bonds. For a fee, investors can have access to intra-day bellwether quotes. Price quotes are also available to institutional investors via proprietary systems such as Bloomberg, Reuters and Dow Jones Telerate. Valuation prices and analytical data may be obtained through vendors such as Bridge Information Systems, Muller Data, Capital Management Sciences, Interactive Data Corporation and Barra.

The prices of the Underlying Corporate Bonds generally will be determined by one or more market makers in accordance with applicable statutory rules, self-regulatory organization rules and generally accepted accounting principles regarding the valuation of securities.

The Units will be listed in $1,000 denominations with the Exchange's existing debt floor trading rules applying to trading. First, pursuant to Amex rule 411, the Exchange will impose a duty of due diligence on its members and member firms to learn the essential facts relating to every customer prior to trading the Units. Second, the Units will be subject to the debt margin rules of the Exchange. Third, the Exchange will, prior to trading the Units, distribute a circular to the membership providing guidance with regard to member firm compliance responsibilities (including suitability recommendations) when handling transactions in the Units and highlighting the special risks and characteristics of the Units. With respect to suitability recommendations and risks, the Exchange will require members, member organizations and employees thereof recommending a transaction in the Units: (1) To determine that such transaction is suitable for the customer; and (2) to have a reasonable basis for believing that the customer can evaluate the special characteristics of, and is able to bear the financial risks of such transaction.

The Exchange represents that its surveillance procedures are adequate to properly monitor the trading of the Units. Specifically, the Amex will rely on its existing surveillance procedures governing debt, which have been deemed adequate under the Act. In addition, the Exchange also has a general policy, which prohibits the distribution of material, non-public information by its employees.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with section 6 of the Act, in general, and furthers the objectives of section 6(b)(5), in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanisms of a free and open market and, in general, protect investors and the public interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others

The Exchange did not receive any written on the proposed rule change.

III. Solicitation of Comments

Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of such filing will also be available for inspection and copying at the principal office of the Exchange. All submissions should refer to File No. SR-Amex-2002-92 and should be submitted by December 26, 2002.

IV. Commission's Findings and Order Granting Accelerated Approval of Proposed Rule Change

After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to the national securities exchange, and, in particular, with the requirements of section 6(b)(5) of the Act. The Commission finds that this proposal is similar to several approved equity-linked instruments currently listed and traded on the Amex, as well as to asset-backed securities listed and traded on the NYSE. In addition, the Commission recently approved a similar proposal to list and trade asset-backed securities representing ownership interest in a trust consisting of a basket of investment-grade fixed-income securities. Accordingly, the Commission finds that the listing and trading of the Units are consistent with the Act and will promote just and equitable principles of trade, foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, and, in general, protect investors and the public interest consistent with Securities 6(b)(5) of the Act.

As described more fully above, the Units are asset-backed securities and represent a repackaging of the Underlying Corporate Bonds, subject to certain distribution of interest obligations of the Trust. The Units are not leveraged instruments. The Units are debt instruments whose price will still be derived and based upon the value of the Underlying Corporate Bonds. The Exchange represents that the value of the Underlying Corporate Bonds will be determined by one or more market makers, in accordance with Exchange rules and generally accepted principles of accounting regarding the valuation of securities. Investors are guaranteed at least the principal amount that they paid for the Underlying Corporate Bonds. In addition, holders of the Units will receive interest on the face value of the Underlying Corporate Bonds in an amount to be determined at the time of issuance of the Units and disclosed to investors. The rate of interest payments will be based upon prevailing interest rates at the time of issuance and made to the extent that coupon payments are received from the Underlying Corporate Bonds. Distributions of interest will be made periodically. In addition, the Units will mature on the latest maturity date of the Underlying Corporate Bonds. However, due to the pass-through nature of Units, the level of risk involved in the purchase or sale of the Unit is similar to the risk involved in the purchase or sale of traditional common stock. The Commission notes that asset-backed securities that repackage a single underlying debt instrument are currently listed and traded on the NYSE. However, because the Units are asset-backed securities that repackage a basket of Underlying Corporate Bonds, instead of a single underlying corporate bond, there are several issues regarding the trading of this type of product that the Exchange must address.

The Commission notes that the Exchange's rules and procedures that address the special concerns attendant to the trading of hybrid securities will be applicable to the Units. In particular, by imposing the hybrid listing standards, suitability, disclosure, and compliance requirements notes above, the Commission believes the Exchange has addressed adequately the potential problems that could arise from the hybrid nature of the Units. Moreover, the Commission notes that the Exchange will distribute a circular to its membership calling attention to the specific risks associated with the Units.

The Commission notes that the Units are dependent upon the individual credit of the issuers of the Underlying Corporate Bonds. To some extent the credit risk is minimized by the Exchange's listing standards in section 107A of the Company Guide, which provide that only issuers satisfying asset and equity requirements may issue securities such as the Units. In addition, the Exchange's “Other Securities” listing standards further provide that there is no minimum holder requirement if the securities are traded in thousand dollar denominations. The Commission notes that the Exchange has represented that the Units will be listed in $1000 denominations with its existing debt floor trading rules applying to the trading. In any event, financial information regarding the issuers of the Underlying Corporate Bonds will be publicly available.

Due to the pass-through and passive nature of the Units, the Commission does not object to the Exchange's reliance on the assets and stockholder equity of the corporate issuer, parent or guarantor of such issuer of the Underlying Corporate Bonds rather than the Trust to meet the requirement in section 107A of the Company Guide. The Commission notes that the distribution and principal amount/aggregate market value requirements found in sections 107A(b) and (c), respectively, will otherwise be met by the Trust as issuer of the Units. Thus, the Units will initially conform to the listing guidelines under section 107A and the continued listing guidelines under sections 1001-1003 of the Company Guide, except for the assets and stockholder equity characteristics of the Trust. At the time of issuance, the Commission also notes that the Unites will receive an investment grade rating from an NRSRO.

The Commission also believes that the listing and trading of the Units should not unduly impact the market for the Underlying Corporate Bonds or raise manipulative concerns. As discussed more fully above, the Exchange represents that, in addition to requiring the issuers of the Underlying Corporate Bonds meet the Exchange's section 107A listing requirements, the Underlying Corporate Bonds will be required to meet or exceed the Exchange's Bond and Debenture Listing Standards pursuant to section 104 of the Company Guide, which among other things, requires that underlying debt instrument receive at least in investment grade rating of “B” or equivalent from an NRSRO. Furthermore, at least 75% of the underlying basket is required to contain Underlying Corporate Bonds from issuances of $100 million or more. The Amex has also represents that the basket of Underlying Corporate Bonds will not be managed and will remain static over the term of the Units. In addition, the Amex's surveillance procedures will serve to deter as well as detect any potential manipulation.

The Commission notes that the investors may obtain price information on the Underlying Corporate Bonds through market venders such Bloomberg, or though websites such as www.investinbonds.com.

The Commission finds good cause for approving the proposed rule change prior to the thirtieth day after the date of publication of the notice of filing thereof in the Federal Register. The Amex has requested accelerated approval because this product is similar to a recently approved proposal to list and trade asset-backed securities representing ownership interest in a trust consisting of a basket of investment-grade fixed-income securities, several other equity-linked instruments currently listed and traded on the Amex, and other asset-backed securities currently listed and traded on the NYSE. The Commission believes that the Units will provide investors with an additional investment choice and that accelerated approval of the proposal will allow investors to begin trading the Units promptly. Additionally, the Units will be listed pursuant to Amex's existing hybrid security listing standards as described above. Based on the above, the Commission believes that there is good cause, consistent with sections 6(b)(5) and 19(b)(2) of the Act, to approve the proposal an accelerated basis.

V. Conclusion

It is therefore ordered, pursuant to section 19(b)(2) of the Act, that the proposed rule change (SR-Amex-2002-92), is hereby approved on an accelerated basis.