Supplemental Terms Agreement for PPLUS Trust Certificates Series GSG-1 between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc.

Summary

This agreement is between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc. It sets out the terms for the purchase of additional PPLUS Trust Certificates Series GSG-1, including 1,760,000 Class A and 1,760,000 Class B certificates. The agreement specifies the purchase prices, interest rates, payment dates, and maturity date of February 15, 2033. The certificates will be listed on the New York Stock Exchange, and the transaction is set to close on March 21, 2003.

EX-1.2 3 ex1-2_032403gsg1b.txt SUPPLEMENTAL TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS CLASS A 6.00% TRUST CERTIFICATES SERIES GSG-1 PPLUS CLASS B 0.125 % TRUST CERTIFICATES SERIES GSG-1 SUPPLEMENTAL TERMS AGREEMENT March 18, 2003 To: Merrill Lynch Depositor, Inc. World Financial Center North Tower New York, New York 10281 Attention: Barry N. Finkelstein Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), has issued and sold 3,600,000 PPLUS Class A 6.00 % Trust Certificates Series GSG-1 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 3,600,000 PPLUS Class B 0.125% Trust Certificates Series GSG-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"). We further understand that the Company proposes to issue and sell 1,760,000 additional Class A Certificates and 1,760,000 additional Class B Certificates. Subject to the terms and conditions set forth below and subject to the terms of the Purchase Agreement which are incorporated by reference herein, we offer to purchase the principal amount of additional Underwritten Securities at the purchase price set forth below. The additional Underwritten Securities shall have the following terms: Title: PPLUS Trust Certificates Series GSG-1, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: A+ from Standard & Poor's and Aa3 from Moody's Amount: 1,760,000 Class A Trust Certificates 1,760,000 Class B Trust Certificates Class A Trust Certificate Denominations: stated amount of $25 and integral multiples thereof Class B Trust Certificate Denominations: notional principal amount of $25 and integral multiples thereof Currency of payment: U.S. dollars Distribution rate or formula: Holders of Class A Trust Certificates will be entitled to distributions at 6.00% per annum through February 15, 2033, unless the Class A Trust Certificates are redeemed or called prior to such date. Holders of Class B Trust Certificates will be entitled to distributions at 0.125% per annum through February 15, 2033, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: February 25, 2003 Distribution payment dates: February 15 and August 15, commencing August 15, 2003 Regular record dates: As long as the Underlying Securities are represented by one or more global certificated securities, the record day will be the close of business on the Business Day prior to the relevant distribution payment dates, unless a different record date is established for the Underlying Securities. If the Underlying Securities are no longer represented by one or more global certificated securities, the distribution payment date will be at least one Business Day prior to the relevant distribution payment dates. Stated maturity date: February 15, 2033 Sinking fund requirements: None Conversion provisions: None Listing requirements: Class A listed on the New York Stock Exchange Black-out provisions: None Fixed or Variable Price Offering: Fixed Price Offering Class A Trust Certificate Purchase Price: $25.00 per Class A Trust Certificate Class B Trust Certificate Purchase Price: $0.3625 per Class B Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: March 21, 2003, Shearman & Sterling, 599 Lexington Avenue, New York, New York 2 Please accept this offer no later than 10:00 A.M. (New York City time) on March 18, 2003 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Barry N. Finkelstein -------------------------- Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By /s/ Barry N. Finkelstein -------------------------- Name: Barry N. Finkelstein Title: President