UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
______________________________
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 28, 2010


Structured Products Corp.
on behalf of

CorTS Trust II for Sherwin-Williams Debentures

(Exact name of registrant as specified in its charter)


 
Delaware
001-32097
13-3692801
 
 
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
 
         
 
388 Greenwich Street
New York, New York
10013
(212) 816-7496
 
 
(Address of principal executive offices)
(Zip Code)
(Registrant's telephone number including area code)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
 
 
 
 
 
 
 

 
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Section 8 - Other Events

Item 8.01 Other Events.

This current report on Form 8-K relates to a final distribution made to holders of the Certificates issued by the CorTS Trust II for Sherwin-Williams Debentures.

The issuer of the underlying securities, or guarantor thereof, or successor thereto, as applicable, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  Periodic reports and other information required to be filed pursuant to the Exchange Act, by the issuer of the underlying securities, or guarantor thereof, or successor thereto, as applicable, may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission (the "Commission") at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at "http://www.sec.gov" at which users can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system.  Neither Structured Products Corp. nor the trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither Structured Products Corp. nor the trustee has verified the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the underlying securities, or guarantor thereof, or successor thereto, as applicable, or the underlying securities have not occurred or have not yet been publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.

 
Underlying Securities Issuer(s) or
Guarantor , or successor thereto
 
Exchange Act
File Number
 
 
The Sherwin-Williams Company
001-04851
 


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 
(c)
Exhibits:

 
1.
Trustee's Report with respect to the December 28, 2010 Final Distribution Date for the CorTS Trust II for Sherwin-Williams Debentures
 
 
 
 
 
 

 
 
2
 





SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.






 
By:  /s / Stanley Louie
 
________________________________
 
Name:  Stanley Louie
 
Title:    Vice President, Finance Officer.




















December 28, 2010

 
 
 
 
 

 
 
3
 

EXHIBIT INDEX


Exhibit
 
Page
1
Trustee's Report with respect to the December 28, 2010 Final Distribution Date for the CorTS Trust II for Sherwin-Williams Debentures
5
 
 
 
 
 
 

 
 
4
 


Exhibit 1

To the Holders of:
CorTS Trust II for Sherwin-Williams Debentures
7.625% Corporate-Backed Trust Securities (CorTS) Certificates
Class A-1                   *CUSIP:  22081U208

U.S. Bank Trust National Association, as Trustee for the CorTS Trust II for Sherwin-Williams Debentures, hereby gives notice with respect to the Final Distribution Date of December 28, 2010 (the "Final Distribution Date") as follows:

1.
The amount of the distribution payable to the Certificateholders on the Final Distribution Date allocable to principal and premium, if any, and interest, expressed as a dollar amount per $25 Certificates, is as set forth below:

 
Class
Principal
Interest
Total Distribution
 
 
A-1
$ 25.000000
$ 0.778385
$ 25.778385
 

2.
The amount of aggregate interest due and not paid as of the Distribution Date is $0.000000.

3.
No fees have been paid to the Trustee or any other party from the proceeds of the Term Assets.

4.
$0.00 aggregate principal amount of The Sherwin-Williams Company 7.45% Debentures due February 1, 2097   (the "Term Assets") are held for the above trust.

5.
At the close of business on the Final Distribution Date, 0.00 Certificates representing $0.00 aggregate Certificates Principal Balance were outstanding.

6.
The current rating of the Term Assets is not provided in this report.  Ratings can be obtained from Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., by calling 212-438-2400 and from Moody's Investors Service, Inc. by calling 212-553-0377.


U.S. Bank Trust National Association, as Trustee


*The Trustee shall not be held responsible for the selection or use of the CUSIP number nor is any representation made as to its correctness.  It is included for the convenience of the Holders.
 
 
 
 

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