Terms Agreement for Sale of PPLUS Floating Rate Trust Certificates (PPLUS Trust Series JPM-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. for the purchase of 1,000,000 PPLUS Floating Rate Trust Certificates (Series JPM-1) at $25 each. The certificates pay interest based on a variable rate tied to the 10 Year CMT Rate, with specified minimum and maximum rates, and mature on March 15, 2014. The agreement sets out key terms such as payment dates, denominations, and listing on the NYSE. The offer must be accepted by July 29, 2004, with closing on August 3, 2004.

EX-1.2 2 ex1-2_080404.txt TERMS AGREEMENT EXHIBIT 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PPLUS FLOATING RATE TRUST CERTIFICATES PPLUS TRUST SERIES JPM-1 TERMS AGREEMENT July 29, 2004 Merrill Lynch Depositor, Inc. 4 World Financial Center North Tower, 7th Floor New York, New York 10080 Attention: Brian Barrett Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,000,000 PPLUS Floating Rate Trust Certificates PPLUS Trust Series JPM-1 (the "Trust Certificates") at a $25 Stated Amount per Certificate. Reference is made to the purchase agreement dated February 9, 1998 (the "Standard Purchase Agreement") between you and the undersigned. Subject to the terms and conditions set forth below and subject to the terms of the Standard Purchase Agreement which terms are incorporated by reference herein, we offer to purchase the principal amount of the Trust Certificates at the purchase price set forth below. The Certificates shall have the following terms: Title: PPLUS Floating Rate Trust Certificates PPLUS Trust Series JPM-1 Ratings: "A" from Standard & Poor's Amount: 1,000,000 Trust Certificates Trust Certificate Denominations: Stated amount of $25.00 and integral multiples thereof Currency of payment: U.S. dollars Distribution rate or formula: Initial interest distribution amount rate shall be determined prior to the issuance of the trust certificates. Thereafter, the interest distribution amount rate will be calculated at a rate equal to 83% of the 10 Year CMT Rate, but in no event shall the interest distribution amount rate be less 3.25% or greater than 9.25%. The interest distribution amount rate will be reset quarterly on each distribution reset date and will be payable on each distribution date. Cut-off Date: August 3, 2004 Distribution payment dates: The fifteenth day of each March, June, September and December, commencing September 15, 2004. 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, 2014 Sinking fund requirements: None Conversion provisions: None Listing requirements: Listed on the New York Stock Exchange Black-out provisions: None Fixed or Variable Price Offering: Variable Price Offering Trust Certificate Purchase Price: $25.00 per Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances. 2 Closing date and location: August 3, 2004, Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY [Remainder of page intentionally left blank] 3 Please accept this offer no later than 10:00 A.M. (New York City time) on July 29, 2004 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/Michael F. Connor ------------------------------ Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By: /s/Brian Barrent -------------------------- Name: Brian Barrett Title: President [TERMS AGREEMENT SIGNATURE PAGE]