Exhibit 31.2
LASALLE BANK NATIONAL ASSOCIATION
ABS ANNUAL REPORT BACKUP CERTIFICATION
In connection with the preparation and delivery of the annual
report on Form 10-K of MS Structured Asset Corp. for the fiscal year ending
November 30, 2002, and the certifications given by Matthew J. Zola, Michael B.
Pohly and John Kehoe with respect thereto, the undersigned hereby certifies that
he is a duly elected Vice President of LaSalle Bank National Association and
further certifies in his capacity as such as follows:
1. LaSalle Bank National Association has prepared all distribution reports with
respect to each distribution date for each trust under the SATURNS program,
which includes each trust listed in Item 5 of the annual report and SATURNS
Trust No. 2001-5, and has filed a copy of such reports on Form 8-K during the
fiscal year as described on Exhibit A hereto, which also include, for the
avoidance of doubt, the reports filed on Form 8-K on July 31, 2002 and August 1,
2002 with respect to the termination of SATURNS Trust No. 2001-5.
2. I have reviewed all reports on Form 8-K containing distribution reports filed
in respect of periods included in the fiscal year covered by the annual report
of MS Structured Asset Corp.;
3. I am familiar with the operations of LaSalle Bank National Association with
respect to the SATURNS program and each of the applicable trusts and the
requirement imposed by each of the applicable trust agreements;
4. Based on my knowledge, the information in the distribution reports, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by the annual report;
5. Based on my knowledge, the information required to be provided under each
trust agreement, for inclusion in these reports, is included in these reports;
6. Based on my knowledge, and except as disclosed in the reports, the trustee
has fulfilled its obligations, including any servicing obligations, under the
trust agreement.
7. Based on my knowledge, and except as disclosed in the reports, there are no
material legal proceedings with respect to any trust, involving the trust or
LaSalle Bank National Association as trustee.
By: /s/ Russell M. Goldenburg
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Name: Russell M. Goldenburg
Title: Group Senior Vice President
Date: February 28, 2003
EXHIBIT A
Distribution 8-K Filing
Date Date
SATURNS 2001-1 12/3/01 12/13/01
6/3/02 6/25/02
SATURNS 2001-2 4/1/02 4/5/02
10/1/02 10/21/02
SATURNS 2001-3 1/15/02 1/17/02
7/15/02 7/18/02
SATURNS 2001-4 3/1/02 3/8/02
9/30/02 9/12/02
SATURNS 2001-5 5/15/02 5/23/02
bankruptcy notification 7/31/02
termination 8/1/02
SATURNS 2001-6 12/31/01 1/10/02
4/1/02 4/5/02
7/1/02 7/26/02
9/30/02 9/26/02
SATURNS 2001-7 1/15/02 1/30/02
7/15/02 7/18/08
7/15/02 7/26/02
SATURNS 2001-8 3/15/02 3/22/02
3/15/02 7/26/02
9/16/02 9/20/02
SATURNS 2002-1 7/1/02 7/11/02
7/1/02 7/26/02
SATURNS 2002-3 9/3/02 9/12/02
SATURNS 2002-4 9/3/02 9/12/02
SATURNS 2002-5 7/15/02 7/24/02
SATURNS 2002-6 8/1/02 8/20/02
SATURNS 2002-7 9/3/02 9/12/02
SATURNS 2002-8 9/3/02 9/12/02