WARRANT AGENT AGREEMENT

                                                                    Exhibit 10.1

                             WARRANT AGENT AGREEMENT

                      STRATSSM CERTIFICATES, SERIES 2006-4

          STRATS(SM) TRUST FOR NEWS CORPORATION SECURITIES, SERIES 2006-4

WARRANT AGENT AGREEMENT, dated as of September 8, 2006 (the "Warrant Agent
Agreement"), by and between SYNTHETIC FIXED-INCOME SECURITIES, INC., a Delaware
corporation, as Trustor (the "Trustor"), U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee (the "Trustee") and U.S. BANK TRUST NATIONAL ASSOCIATION, as Warrant
Agent (the "Warrant Agent").

                              W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Warrant Agent Agreement, the
Trustor and the Trustee are creating the STRATS(SM) Trust For News Corporation
Securities, Series 2006-4 (the "Trust"), a trust being created under the laws of
the State of New York pursuant to a Base Trust Agreement, dated as of September
8, 2006 (the "Base Trust Agreement"), between the Trustor and the Trustee, as
supplemented by the STRATS(SM) Series Supplement 2006-4, dated as of September
8, 2006 (the "Series Supplement" and, together with the Base Trust Agreement,
the "Trust Agreement"), between the Trustor and the Trustee; and

WHEREAS, all representations, covenants and agreements made herein by the
Trustor, the Warrant Agent and the Trustee are for the benefit and security of
the Warrantholders.

WHEREAS, in connection with the creation of the Trust and the deposit therein of
the Underlying Securities, and in consideration therefor, it is desired to
provide for the issuance of trust certificates (the "Certificates") evidencing
undivided interests in the Trust and 66 call warrants with respect to the
Underlying Securities, each relating to $500,000 principal amount of Underlying
Securities (the "Call Warrants").

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants expressed herein, it is hereby agreed by and among the Trustor, the
Trustee and the Warrant Agent as follows:

                                   Article I

                              Exercise of Warrants

Section I.1 Manner of Exercise. (a) Each of the Call Warrants may be exercised
by the holder thereof (each, a "Warrantholder"), on any Warrant Exercise Date.
Each Call Warrant may be exercised in whole or in part; provided, that, for each
Warrant Exercise Date the exercising Warrantholder (or, if applicable, two or
more affiliated Warrantholders) must purchase Called Underlying Securities in a
minimum aggregate principal amount of $500,000. The following conditions shall
apply to any exercise of the Call Warrants:

            (i) A written notice in the form of Exhibit I attached to the Call
      Warrants (the "Call Notice") specifying the number of Call Warrants being
      exercised and the Warrant Exercise Date shall be delivered to the Warrant
      Agent and the Trustee at least 10 but not greater than 60 days before such
      Warrant Exercise Date.

            (ii) The Warrantholder shall surrender the Call Warrants to the
      Warrant Agent at its office specified in Section VI.3 hereof no later than
      11:00 a.m. (New York City time) on such Warrant Exercise Date.

            (iii) Except in connection with a Call Notice relating to a tender
      offer for Underlying Securities, which shall be settled as set forth in
      Section 10(j) of the Series Supplement, the Warrantholder shall have made
      payment to the Warrant Agent, by wire transfer or other immediately
      available funds acceptable to the Warrant Agent, in the amount of the
      Warrant Exercise Purchase Price for the exercised Call Warrants, no later
      than 11:00 a.m. (New York City time) on the Warrant Exercise Date and
      shall have delivered in connection with its payment, an executed
      subscription for the Underlying Securities in the form of Exhibit II
      attached to the Call Warrants.

            (iv) The Warrantholder shall have satisfied all conditions to the
      exercise of Call Warrants set forth in Section 8 of the Series Supplement.

      Upon exercise of the Call Warrants, the Warrantholder shall be entitled to
delivery of the Called Underlying Securities. The "Called Underlying Securities"
shall be Underlying Securities having a principal amount equal to $500,000 per
exercised Call Warrant.

      (b) The Warrant Agent shall notify the Trustee immediately upon receipt by
the Warrant Agent of a notice by the holder of the Call Warrants and upon
receipt of payment of the applicable Warrant Exercise Purchase Price from such
holder pursuant to clause (a) of this Section I.1. The Warrant Agent shall
transfer each payment made by the holder thereof pursuant to clause (a) of this
Section I.1 to the Trustee in immediately available funds, for application
pursuant to the Trust Agreement no later than 1:00 p.m. (New York City time) on
the applicable Warrant Exercise Date (and, pending such transfer, shall hold
each such payment for the benefit of the holder thereof in a segregated trust
account).

      (c) A notice by the holder of a Call Warrant does not impose any
obligations on a holder of a Call Warrant in any way to pay any Warrant Exercise
Purchase Price. If, by 11:00 a.m. (New York City time) on the Warrant Exercise
Date, the holder of the Call Warrant being exercised has not paid the Warrant
Exercise Purchase Price, then such notice shall automatically expire and none of
the holders of such Call Warrant, the Warrant Agent and the Trustee shall have
any obligations with respect to such notice by the holder of such Call Warrant.
The expiration of a notice by the holder of this Call Warrant shall in no way
affect a holder of a Call Warrant's right to subsequently deliver a notice which
satisfies the terms of the Trust Agreement. The Warrant Exercise Purchase Price
for a call in connection with a tender offer shall be deducted from the proceeds
of a tender offer by the Trust pursuant to Section 10(j) of the Series
Supplement.

      (d) The Call Warrants will become immediately exercisable upon an SEC
Reporting Failure (whether such SEC Reporting Failure occurs before or after
June 1, 2011) and, if the Call Warrants are in the money, as defined in the
Trust Agreement, they will be deemed to be exercised without further action by
the Warrantholders and will be cash settled concurrently with the distribution
to Certificateholders, as provided in Section 10(g) of the Trust Agreement.

      (e) The Call Warrants may also be exchanged, together with the
Certificates of each Class, for Underlying Securities, upon compliance with the
provisions of Section 8(f) of the Series Supplement, and any such exchange shall
be deemed an exercise of the related Call Warrants for purposes of the transfer
of the exchanged principal amount of Underlying Securities pursuant to Section
I.2.

      Section I.2 Transfer of Underlying Securities. As soon as practicable
after each surrender of the Call Warrants, and no later than 11:00 a.m. (New
York City time) on the Warrant Exercise Date and upon satisfaction of all other
requirements described in the Call Warrants, the Warrant Agent shall instruct
the Trustee to cause the Called Underlying Securities represented by the number
of Warrants being exercised hereunder to be registered on the book-entry system
of the related depositary in the registered name or names furnished by the
holder, and, in case such exercise is of less than all of the Call Warrants, new
Call Warrants of like tenor, representing the remaining unexercised and
outstanding Call Warrants of the holder, shall be delivered by the Warrant Agent
to the holder thereof; provided, however, that if such Call Notice is in
connection with a tender offer, the Warrant Agent shall instruct the Trustee to
distribute to the exercising Warrant Holder the excess of the tender offer
proceeds over the Call Price pursuant to Section 10(j) of the Series Supplement.
The Trustee shall cause the delivery of the Called Underlying Securities to the
holder or its nominee no later than 1:00 p.m. (New York City time) on the
applicable Warrant Exercise Date in accordance with Section 8(e) of the Series
Supplement.

      Section I.3 Cancellation and Destruction of Call Warrant. All Call
Warrants surrendered to the Warrant Agent for the purpose of exercise pursuant
to Section I.1 and actually exercised, or for the purpose of transfer or
exchange pursuant to Article III, shall be cancelled by the Warrant Agent, and
no Call Warrant (other than that reflecting such transfer or exchange) shall be
issued in lieu thereof. The Warrant Agent shall destroy all cancelled Call
Warrants.

      Section I.4 No Rights as Holder of Underlying Securities Conferred by
Warrants. Prior to the exercise thereof, the Call Warrants shall not entitle the
holder thereof to any of the rights of a holder of the Underlying Securities,
including, without limitation, the right to receive the payment of any amount on
or in respect of the Underlying Securities or to enforce any of the covenants of
the Trust Agreement.

      Section I.5 Pro Rata Reduction of Call Warrants if Partial Redemption of
Underlying Securities. If Underlying Securities are redeemed in part by the
Underlying Issuer and the Warrant Holders do not exercise their call rights in
connection with such partial redemption, then the number of Call Warrants held
by each Warrant Holder shall be reduced proportionately so that the aggregate
amount of Underlying Securities callable by Call Warrants shall equal the amount
of Underlying Securities held by the Trust after giving effect to such partial
redemption.

      Section I.6 Selection of Called Underlying Securities in the event of a
Call in Connection with a Partial Redemption. If a Warrant Holder exercises Call
Warrants in connection with a partial redemption of the Underlying Securities,
the Trustee shall, to the extent possible, select Called Underlying Securities
for transfer to the Warrant Holder that have been selected by the Underlying
Securities Issuer for redemption. If more than one Warrant Holder exercises Call
Warrants in such circumstances, such Called Underlying Securities that have been
selected for redemption shall be allocated among such Warrant Holders in
proportion to the number of Call Warrants exercised by each.

                                   Article II

                            Restrictions on Transfer

      Section II.1 Restrictive Legends. The Call Warrants may not be transferred
except to a transferee whom the transferor of the Call Warrants reasonably
believes is (A) a "Qualified Institutional Buyer" (as defined in Rule 144A under
the Securities Act) and (B) acquiring the Call Warrants for its own account or
for the account of an investor of the type described in clause (A) above as to
which the transferee exercises sole investment discretion. In addition, each
transferee shall be required to deliver to the Warrant Agent an investment
letter in the form of Exhibit III attached to the Call Warrants.

      Except as otherwise permitted by this Article II, the Call Warrants (or
the Call Warrants issued upon the transfer of the Call Warrants) shall be issued
with a legend in substantially the following form:

      "These Call Warrants have not been registered under the Securities Act of
1933, as amended and may not be transferred, sold or otherwise disposed of
except while a registration under such Act is in effect or pursuant to the
exemption therefrom under such Act provided pursuant to Rule 144A thereunder.
The Call Warrants represented hereby may be transferred only in compliance with
the conditions specified in these Call Warrants including the delivery of an
Investment Letter in the form attached hereto. Each prospective transferee of
these Call Warrants shall be required to represent that it is (A) a "Qualified
Institutional Buyer" (as defined in Rule 144A) and (B) acquiring the Call
Warrants for its own account or for the account of an investor of the type
described in clause (A) above as to which the transferee exercises sole
investment discretion."

      Section II.2 Notice of Proposed Transfer. Prior to any transfer of any
Call Warrant, the holder thereof will give five (5) Business Days (or such
lesser period acceptable to the Warrant Agent) prior written notice to the
Warrant Agent of such holder's intention to effect such transfer and to comply
in all other respects with this Section II.2. Each transfer of Call Warrants
must be for a whole number of Call Warrants.

                                   Article III

                Registration and Transfer of Call Warrants, etc.

      Section III.1 Warrant Register; Ownership of Call Warrants. The Warrant
Agent will keep a register in which the Warrant Agent will provide for the
registration of Call Warrants and the registration of transfers of Call Warrants
representing whole numbers of Warrants. The Trustee and the Warrant Agent may
treat the Person in whose name any Call Warrant is registered on such register
as the owner thereof for all purposes, and the Trustee and the Warrant Agent
shall not be affected by any notice to the contrary.

      Section III.2 Transfer and Exchange of Call Warrants. Upon surrender of
any Call Warrant for registration of transfer or for exchange to the Warrant
Agent, the Warrant Agent shall (subject to compliance with Article II) execute
and deliver, and cause the Trustee, on behalf of the Trust, to execute and
deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a
like number of Call Warrants, in the name of such holder or as such holder (upon
payment by such holder of any applicable transfer taxes or government charges)
may direct. The Call Warrants must be transferred in a minimum amount of
$500,000.

      Section III.3 Replacement of Call Warrants. Upon receipt of evidence
reasonably satisfactory to the Warrant Agent of the loss, theft, destruction or
mutilation of any Call Warrant and, in the case of any such loss, theft or
destruction of any Call Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Warrant Agent may determine, or, in the case of any
such mutilation, upon the surrender of such Call Warrant for cancellation to the
Warrant Agent, the Warrant Agent shall execute and deliver, and cause the
Trustee, on behalf of the Trust, to execute and deliver, in lieu thereof, a new
Call Warrant of like tenor bearing a number not contemporaneously outstanding.

      Section III.4 Execution and Delivery of Call Warrants. The Warrant Agent
hereby agrees (subject to compliance with Article II) to execute and deliver any
new Call Warrants issued in accordance with Section I.2 or this Article III and
the Trustee, on behalf of the Trust, shall further execute by acknowledgement
thereon any such Call Warrants as the Warrant Agent shall request in accordance
herewith.

                                   Article IV

                                   Definitions