Terms Agreement for Sale of PreferredPLUS Trust Certificates Series GEC-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 the terms for the purchase and sale of two classes of PreferredPLUS Trust Certificates (Class A and Class B), each with a face value of $25, totaling 6,166,200 certificates per class. Class A pays 6.05% interest and Class B pays 0.70%, both maturing on March 15, 2032. The agreement specifies purchase prices, payment terms, and other key conditions for the transaction, with closing set for October 31, 2002.

EX-1.2 3 ex1-2to8k_103102.txt TERMS AGREEMENT Exhibit 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PREFERREDPLUS CLASS A 6.05% TRUST CERTIFICATES SERIES GEC-1 PREFERREDPLUS CLASS B 0.70% TRUST CERTIFICATES SERIES GEC-1 TERMS AGREEMENT --------------- October 25, 2002 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"), proposes to issue and sell 6,166,200 PreferredPLUS Class A 6.05 % Trust Certificates Series GEC-1 (the "Class A Certificates") at a $25 Stated Amount per Class A Trust Certificate and 6,166,200 PreferredPLUS Class B 0.70% Trust Certificates Series GEC-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"). 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 Underwritten Securities at the purchase price set forth below. The Underwritten Securities shall have the following terms: Title: PreferredPLUS Trust Certificates Series GEC-1, offered in two classes (Class A Trust Certificates and Class B Trust Certificates) Ratings: AAA from Standard & Poor's and Aaa from Moody's Amount: 6,166,200 Class A Trust Certificates 6,166,200 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 6.05% per annum through March 15, 2032, 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 0.70% per annum through March 15, 2032, unless the Class B Trust Certificates are redeemed or called prior to such date. Cut-off Date: October 31, 2002 Distribution payment dates: March 15 and September 15, commencing March 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: March 15, 2032 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 per Class A Trust Certificate Class B Trust Certificate Purchase Price: $2 Class B Trust Certificates Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: October 31, 2002, 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 October 31, 2002 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 ----------------------------------- Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By --------------------------- Name: Barry N. Finkelstein Title: President