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The Auction Agent Agreement provides that the rate at which the Auction Agent Fee accrues will be such that the Auction Agent receives as compensation for all services rendered by it under the Auction Agent Agreement and the Broker-Dealer Agreements an amount comparable to that received by the Auction Agent and other institutions performing similar functions for rendering comparable services to others and which at least reflects the actual costs to the Auction Agent of rendering such services, including the amount of any fees, payable by the Auction Agent to the Market Agent. The Auction Agent and the Trustee agree to negotiate in good faith from time to time to determine the appropriate rate at which the Auction Agent Fee should accrue. If the Auction Agent and the Trustee agree to a change in the rate at which the Auction Agent Fee is to accrue, the Auction Agent is required to give notice thereof to all Beneficial Owners of AIRS within two Business Days of such change. See "SERIES ARS AND SERIES IRS -- Interest-- Service Charge" in the Official Statement for a description of the manner in which the Auction Agent Fee will be paid. Broker-Dealer Existing Holders and Potential Holders may participate in Auctions only by submitting orders (in the manner described below) through a "Broker-Dealer", including Smith Barney Shearson Inc. or any other broker or dealer (each as defined in the Securities Exchange Act of 1934, as amended), commercial bank or other entity permitted by law to perform the functions required of a Broker-Dealer set forth below which (i)is a "Participant" (i.e., a member of, or participant in, the Securities Depository or an affiliate of a Participant, (ii)has been selected by the Authority and(iii)has entered into a Broker-Dealer Agreement with the Auction Agent that remains effective, in which the Broker-Dealer agrees to participate in Auctions as described in the Auction Procedures, as from time to time amended or supplemented. On the Interest Payment Date for each Interest Period in which an Auction was held, each Broker-Dealer will be entitled to receive a Broker-Dealer Fee for all services rendered by it under the Broker-Dealer Agreement with respect to such Auction. ARS will be deemed to have been placed by a Broker-Dealer in an Auction if such ARS were the subject of an Order submitted by such Broker-Dealer that is any of the following: a Submitted Bid of an Existing Holder that resulted in such Existing Holder continuing to hold such ARS as a result of the Auction, a Submitted Bid of a Potential Holder that resulted in such Potential Holder purchasing such ARS as a result of the Auction or a valid Hold Order. In addition,if an Auction is for any reason not held on an Auction Date, ARS will be deemed to have been placed by a Broker-Dealer in such Auction if such ARS were acquired by an Existing Holder through such Broker-Dealer. Each Broker-Dealer will also be entitled to receive a service charge on the initial Interest Payment Date calculated for the initial Interest Period on the aggregate principal amount of the ARS initially sold by such Broker-Dealer or an affiliate thereof as an underwriter in the initial offering of the ARS. The Auction Agent Agreement provides that the rate at which the Broker-Dealer Fee accrues will be the prevailing rate received by broker-dealers for rendering comparable services to others. The Auction Agent has agreed to advise the Trustee, at the Trustee's request, at least annually of its view of the then-current prevailing rate received by broker-dealers for rendering comparable services to others. The Trustee will adjust the rate at which the Broker-Dealer Fee accrues, if necessary, to equal such prevailing rate. If the Trustee determines to change the rate at which the Broker-Dealer Fee accrues, the Auction Agent is required to give notice thereof to the Beneficial Owners of AIRS within two Business Days of such change. See "SERIES ARS AND SERIES IRS -- Interest -- Service Charge" in the Official Statement for a description of the manner in which the Broker-Dealer Fee will be paid. Market Agent The "Market Agent", initially Smith Barney Shearson Inc., is responsible under the terms of a Market Agent Agreement with the Trustee, for determination of the Index and for determination of any changes to be made in the percentages used in determining the Maximum Rate, the Minimum Rate and the Non-Payment Rate. See "ADJUSTMENT IN PERCENTAGES USED TO DETERMINE MAXIMUM,MINIMUM AND NON-PAYMENT RATES". G-13