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                                                                EXHIBIT NO. 10.5

                           Fremont General Corporation
                    2003 Excess Benefit Plan Trust Agreement

TRUST UNDER:

Fremont General Corporation 2003 Excess Benefit Plan

DEFERRED COMPENSATION PLAN

This Agreement made March 20,2003 by and between Fremont General Corporation
(the "Company") and Merrill Lynch Trust Company, FSB, (the "the Trustee");

WHEREAS, the Company has adopted the non-qualified deferred compensation plan
identified above and such other Plan(s) as are listed in Appendix A.

WHEREAS, the Company has incurred or expects to incur liability under the terms
of such Plan(s) with respect to the individuals participating in such Plan(s).

WHEREAS, the Company wishes to establish the Fremont General Corporation 2003
Excess Benefit Plan Trust (the "Trust") and to contribute to the Trust assets
that shall be held therein, subject to the claims of the Company's creditors in
the event of the Company's Insolvency, as herein defined, until paid to Plan
participants and their beneficiaries in such manner and at such times as
specified in the Plan(s);

WHEREAS, it is the intention of the parties that this Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plan(s) as an
unfunded plan maintained for the purpose of providing deferred compensation for
a select group of management or highly compensated employees for purpose of
Title I of the Employee Retirement Income Security Act of 1974.

WHEREAS, it is the intention of the Company to make contributions to the Trust
to provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan(s);

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

                                   ARTICLE 1.
                             ESTABLISHMENT OF TRUST

      (a) DEPOSIT OF FUNDS. The Company hereby deposits with the Trustee in
trust such cash and/or marketable securities, if any, listed in Appendix B,
which shall become the principal of the Trust to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement.

      (b) IRREVOCABILITY. The Trust hereby established shall be irrevocable.

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      (c) GRANTOR TRUST. The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E, Part I, subchapter
J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and
shall be construed accordingly.

      (d) TRUST ASSETS. The principal of the Trust, and any earnings thereon,
shall be held separate and apart from other funds of the Company and shall be
used exclusively for the uses and purposes of Plan participants and general
creditors as herein set forth. Plan participants and their beneficiaries shall
have no preferred claim on, or any beneficial ownership interest in, any assets
of the Trust. Any rights created under the Plan(s) and this Trust Agreement
shall be mere unsecured contractual rights of Plan participants and their
beneficiaries against The Company. Any assets held by the Trust will be subject
to the claims of the Company's general creditors under federal and state law in
the event of Insolvency, as defined in Section 3(a) herein.

      (e) ADDITIONAL DEPOSITS. The Company, in its sole discretion, may at any
time, or from TIME to time, make additional deposits of cash or other property
in trust with the Trustee to augment the principal to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement. Neither the
Trustee nor any Plan participant or beneficiary shall have any right to compel
such additional deposits.

      (f) ACCEPTANCE OF ADDITIONAL DEPOSITS. The Trustee shall not be obligated
to receive such cash and/or property unless prior thereto the Trustee has agreed
that such cash and/or property is acceptable to the Trustee and the Trustee has
received such reconciliation, allocation, investment or other information
concerning, or representation with respect to, the cash and/or property as the
Trustee may reasonably require. The Trustee shall have no duty or authority to
(i) require any deposits to be made under the Plan or to the Trustee; (ii)
compute any amount to be deposited under the Plan to the Trustee; or (iii)
determine whether amounts received by the Trustee comply with the Plan. Assets
of the Trust may, in the Trustee's discretion, be held in an account with an
affiliate of the Trustee.

      (g) PARTICIPATION BY AFFILIATES. The Company may permit other affiliated
corporations whose employees participate in the Plan ("Affiliates") to
contribute to this Trust. Each participant shall be identified as being employed
by either the Company or an Affiliate, and all participant accounts shall also
be so identified. The assets in aggregate attributable to each Affiliate's
employees (the "Affiliate Accounts") shall be deemed to be held in a separate
subtrust and shall be subject solely to the claims of the participants employed
by that respective Affiliate and its creditors, the Affiliate shall be treated
as the grantor of the Affiliate Accounts, and Articles 2, 3 and 4 herein shall
be applied separately to the Affiliate Accounts with reference to the respective
Affiliate as if the Affiliate were the "Company." Notwithstanding the foregoing,
if the Company contributes Employer Securities on behalf of an Affiliate's
employees, such Employer Securities shall be allocated to the account of such
employees, shall be deemed to be in the Affiliate's subtrust, and shall also be
subject to the Company's general creditors. Additionally, any such Employer
Securities contributed by the Company and remaining after distribution to the
Affiliate's participants upon termination of the Trust or the Affiliate's deemed
subtrust, shall revert to the Company rather than the Affiliate.


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                                   ARTICLE 2.
              PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

      (a) PAYMENT OF BENEFITS BY TRUSTEE. With respect to each Plan participant,
the Company shall deliver to the Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of the participant (and his or her
beneficiaries), that provides a formula or other instructions acceptable to the
Trustee for determining the amounts so payable, the form in which such amounts
are to be paid (as provided for or available under the Plan(s)), and the time of
commencement for payment of such amounts. The Payment Schedule shall be
delivered to the Trustee not more than thirty (30) business days nor fewer than
fifteen (15) business days prior to the first date on which a payment is to be
made to the Plan participant. Any change to a Payment Schedule shall be
delivered to the Trustee not more than thirty (30) days nor fewer than fifteen
(15) days prior to the date on which the first payment is to be made in
accordance with the changed Payment Schedule. Except as otherwise provided
herein, the Trustee shall make payments to Plan participants and their
beneficiaries in accordance with such Payment Schedule. The Trustee shall make
provisions for the reporting and withholding of any federal, state or local
taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plan(s) and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by the Company, it being understood among the
parties hereto that (i) the Company shall on a timely basis provide the Trustee
specific information as to the amount of taxes to be withheld and (ii) the
Company shall be obligated to receive such withheld taxes from the Trustee and
properly pay and report such amounts to the appropriate taxing authorities.

      (b) ENTITLEMENT TO BENEFITS. The entitlement of a Plan participant or his
or her beneficiaries to benefits under the Plan(s) shall be determined by the
Company or such party as it shall designate under the Plan(s), and any claim for
such benefits shall be considered and reviewed under the procedures set out in
the Plan(s).

      (c) PAYMENT OF BENEFITS BY COMPANY. The Company may make payment of
benefits directly to Plan participants or their beneficiaries as they become due
under the terms of the Plan(s). The Company shall notify the Trustee of its
decision to make payment of benefits directly prior to the time amounts are
payable to participants or their beneficiaries. In addition, if the principal of
the Trust, and any earnings thereon, are not sufficient to make payments of
benefits in accordance with the terms of the Plan(s), the Company shall make the
balance of each payment as it falls due. The Trustee shall notify the Company
where principal and earnings are not sufficient.

      (d) NO DUTY TO DETERMINE SUFFICIENCY. The Trustee shall have no
responsibility to determine whether the Trust is sufficient to meet the
liabilities under the Plan(s), and shall not be liable for payments or Plan(s)
liabilities in excess of the value of the Trust's assets.

                                   ARTICLE 3.
                  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
                 TRUST BENEFICIARY WHEN THE COMPANY IS INSOLVENT


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      (a) INSOLVENCY. The Trustee shall cease payment of benefits to Plan
participants and their beneficiaries if the Company is Insolvent. The Company
shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the
Company is unable to pay its debts as they become due, or (ii) the Company is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code. For purposes of this Article 3, if the Company is determined to be
Insolvent, no Affiliate in which the Company has an equity interest shall be
deemed to be an Insolvent entity by reason of the Company's Insolvency;
provided, however, that Employer Securities contributed to an Affiliate Account
by the Company shall be subject to the Company's general creditors. Similarly,
the Insolvency of an Affiliate will not cause the Company to be deemed
Insolvent.

      (b) NOTICE OF INSOLVENCY. At all times during the continuance of this
Trust, as provided in Section 1(d) hereof, the principal and income of the Trust
shall be subject to claims of general creditors of the Company under federal and
state law as set forth below.

            (i) The Board of Directors and the Chief Executive Officer of the
      Company (or, if there is no Chief Executive Officer, the highest ranking
      officer) shall have the duty to inform the Trustee in writing of the
      Company's Insolvency. If a person claiming to be a creditor of the Company
      alleges in writing to the Trustee that the Company has become Insolvent,
      the Trustee shall determine whether the Company is Insolvent and, pending
      such determination, the Trustee shall discontinue payment of benefits to
      Plan participants or their beneficiaries.

            (ii) Unless the Trustee has actual knowledge of the Company's
      Insolvency, or has received notice from the Company or a person claiming
      to be a creditor alleging that the Company is Insolvent, the Trustee shall
      have no duty to inquire whether the Company is Insolvent. The Trustee may
      in all events rely on such evidence concerning the Company's solvency as
      may be furnished to the Trustee and that provides the Trustee with a
      reasonable basis for making a determination concerning the Company's
      solvency.

            (iii) If at any time the Trustee has determined that the Company is
      Insolvent, the Trustee shall discontinue payments to Plan participants or
      their beneficiaries and shall hold the assets of the Trust for the benefit
      of the Company's general creditors. Nothing in this Trust Agreement shall
      in any way diminish any rights of Plan participants or their beneficiaries
      to pursue their rights as general creditors of the Company with respect to
      benefits due under the Plan(s) or otherwise.

            (iv) The Trustee shall resume the payment of benefits to Plan
      participants or their beneficiaries in accordance with Article 2 of this
      Trust Agreement only after the Trustee has determined that the Company is
      not Insolvent (or is no longer Insolvent).

      (c) AMOUNT OF PAYMENTS AFTER INSOLVENCY. Provided that there are
sufficient assets, if the Trustee discontinues the payment of benefits from the
Trust pursuant to Section 3(b) hereof and subsequently resumes such payments,
the first payment following such discontinuance shall include the aggregate
amount of all payments due to Plan participants or their beneficiaries under the
terms of the Plan(s) for the period of such discontinuance, less the aggregate
amount of any


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payments made to Plan participants provided for hereunder during any such period
of discontinuance; provided that the Company has given the Trustee the
information with respect to such payments made during the period of
discontinuance prior to resumption of payments by the Trustee.

                                   ARTICLE 4.
                             PAYMENTS TO THE COMPANY

      Except as provided in Section 1(g), Article 3 and Article 12 hereof, since
the Trust is irrevocable, in accordance with Section 1(b) hereof, the Company
shall have no right or power to direct the Trustee to return to the Company or
to divert to others any of the Trust assets before all payment of benefits have
been made to Plan participants and their beneficiaries pursuant to the terms of
the Plan(s).

                                   ARTICLE 5.
                              INVESTMENT AUTHORITY

      (a) INVESTMENT OF PRINCIPAL AND INTEREST. The Trustee shall invest and
reinvest the principal and income of the Trust as directed by the Company
(including directions that the Trustee follow Plan participants' deemed
investment elections made in accordance with the terms of the Plan), which
directions may be changed from time to time, all in accordance with procedures
established by the Trustee. The Trustee may limit the categories of assets in
which the Trust may be invested.

      (b) VOTING RIGHTS. The Trustee may invest in securities (including stock
or rights to acquire stock) or obligations issued by the Company. All rights
associated with assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be exercised by or rest
with Plan participants, except that voting rights with respect to Trust assets
will be exercised by the Company, unless an investment adviser has been
appointed pursuant to Section 5(d) and voting authority has been delegated to
such investment adviser.

      (c) SUBSTITUTION OF ASSETS. The Company shall have the right at any time,
and from time to time in its sole discretion, to substitute assets of equal fair
market value for any asset held by the Trust. This right is exercised by the
Company in a nonfiduciary capacity without the approval or consent of any person
in a fiduciary capacity.

      (d) APPOINTMENT OF INVESTMENT MANAGER. The Company may appoint one or more
investment managers, including any entities affiliated with the Trustee, who
shall have the power to manage, acquire, or dispose of such portion of the
assets of the Trust as the Company shall determine subject to the following:

            (i) An investment manager shall act in accordance with the
      provisions of an investment management agreement entered into between it
      and the Company, an executed copy of which investment management agreement
      shall be filed with the Trustee;


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            (ii) Each such investment manager must be registered as an
      investment adviser under the investment Advisers Act of 1940, and shall
      provide investment advice on a discretionary or nondiscretionary basis
      with respect to that portion of the assets of the Trust as the Company
      shall specify from time to time by written direction(s) to the Trustee;

            (iii) The indicia of ownership of the assets of the Trust shall be
      held by the Trustee at all times;

            (iv) Any entity affiliated with the Trustee may act as broker or
      dealer to execute transactions, including the purchase of any securities
      directly distributed, underwritten, or issued by an entity affiliated with
      the Trustee, at standard commission rates, mark-ups or concessions, and to
      provide other management or investment services with respect to such
      trust, including the custody of assets;

            (v) Any direction given to the Trustee by an investment manager
      shall be given in writing or given orally and confirmed in writing as soon
      as practicable. Alternatively, an investment manager may provide
      investment instructions directly to the broker or dealer and receipt by
      the Trustee of a confirmation of the transaction from the broker or dealer
      shall be conclusive evidence of such transactions. In either case, the
      Trustee shall have the authority within 24 hours of receipt of such
      direction from the investment manager or confirmation of a transaction to
      instruct the investment manager to rescind the transaction if the Trustee
      finds that the investment is inconsistent with its operational or
      administrative requirements; and

            (vi) The Trustee may pay any such investment manager for any such
      services from the assets at the Trust without reduction for any fees or
      compensation paid to the Trustee for its services as trustee.

      Notwithstanding any other provision of the Agreement, with respect to the
investment of the assets of the Trust managed by an investment manager, the
Trustee shall have only the duty to follow the directions of the investment
manager and the Trustee shall not be liable to anyone:

            (I) for an act or omission of the investment manager with respect to
      the investment of such assets;

            (II) for failing to act with respect to the investment of such
      assets absent direction from the investment manager; or

            (III) for failing to invest, periodically review or otherwise deal
      with the investment of such assets.

      In the event the Company is "Insolvent" for purposes of Article 3 and the
Company fails to provide effective investment instructions to the Trustee as
provided in Section 5(a), the Trustee may appoint one or more investment
advisers who are registered as investment advisers under the Investment Advisers
Act of 1940, who may be affiliates of the Trustee, to provide


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investment advice on a discretionary or non-discretionary basis with respect to
all or a specified portion of the assets of the Trust.

      (e) POWER OF TRUSTEE. Subject to Section 5(a), the Trustee, or the
Trustee's designee, is authorized and empowered:

            (i) To invest and reinvest Trust assets, together with the income
      therefrom, in common stock, preferred stock, convertible preferred stock,
      bonds, debentures, convertible debentures and bonds, mortgages, notes,
      commercial paper and other evidences of indebtedness (including those
      issued by the Trustee), shares of mutual funds (which funds may be
      sponsored, managed or offered by an affiliate of the Trustee), guaranteed
      investment contracts, bank investment contracts, other securities,
      policies of life insurance, annuity contracts, options, options to buy or
      sell securities or other assets, and all other property of any type
      (personal, real or mixed, and tangible or intangible);

            (ii) To deposit or invest all or any part of the assets of the Trust
      in savings accounts or certificates of deposit or other deposits in a bank
      or savings and loan association or other depository institution, including
      the Trustee or any of its affiliates, provided with respect to such
      deposits with the Trustee or an affiliate the deposits bear a reasonable
      interest rate;

            (iii) To hold, manage, improve, repair and control all property,
      real or personal, forming part of the Trust; to sell, convey, transfer,
      exchange, partition, lease for any term, even extending beyond the
      duration of this Trust, and otherwise dispose of the same from time to
      time;

            (iv) To hold in cash, without liability for interest, such portion
      of the Trust as is pending investments, or payment of expenses, or the
      distribution of benefits;

            (v) To take such actions as may be necessary or desirable to protect
      the Trust from loss due to the default on mortgages held in the Trust
      including the appointment of agents or trustees in such other
      jurisdictions as may seem desirable, to transfer property to such agents
      or trustees, to grant to such agents such powers as are necessary or
      desirable to protect the Trust, to direct such agent or trustee, or to
      delegate such power to direct, and to remove such agent or trustee;

            (vi) To settle, compromise or abandon all claims and demands in
      favor of or against the Trust;

            (vii) To exercise all of the further rights, powers, options and
      privileges granted, provided for, or vested in trustees generally under
      the laws of the state in which the Trustee has its principal place of
      business so that the powers conferred upon the Trustee herein shall not be
      in limitation of any authority conferred by law, but shall be in addition
      thereto;


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            (viii) To borrow money from any source and to execute promissory
      notes, mortgages or other obligations and to pledge or mortgage any trust
      assets as security; and

            (ix) To maintain accounts at, execute transactions through, and lend
      on an adequately secured basis stocks, bonds or other securities to, any
      brokerage or other firm, including any firm which is an affiliate of the
      Trustee.

                                   ARTICLE 6.
                        ADDITIONAL POWERS OF THE TRUSTEE

      To the extent necessary or which it deems appropriate to implement its
powers under Article 5 or otherwise to fulfill any of its duties and
responsibilities as the Trustee of the Trust, the Trustee shall have the
following additional powers and authority:

            (i) To register securities, or any other property, in its name or in
      the name of any nominee, including the name of any affiliate or the
      nominee name designated by any affiliate, with or without indication of
      the capacity in which property shall be held, or to hold securities in
      bearer form and to deposit any securities or other property in a
      depository or clearing corporation;

            (ii) To designate and engage the services of, and to delegate powers
      and responsibilities to, such agents, representatives, advisers, counsel
      and accountants as the Trustee considers necessary or appropriate, any of
      whom may be an affiliate of the Trustee or a person who renders services
      to such an affiliate, and, as part of its expenses under this Trust
      Agreement, to pay their reasonable expenses and compensation;

            (iii) To make, execute and deliver, as the Trustee, any and all
      deeds, leases, mortgages, conveyances, waivers, releases or other
      instruments in writing necessary or appropriate for the accomplishment of
      any of the powers listed in this Trust Agreement; and,

            (iv) Generally to do all other acts which the Trustee deems
      necessary or appropriate for the protection of the Trust.

                                   ARTICLE 7.
                              DISPOSITION OF INCOME

      During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

                                   ARTICLE 8.


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                            ACCOUNTING BY THE TRUSTEE

      The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between the
Company and the Trustee. Within 90 days following the close of each calendar
year and within 90 days after removal or resignation of the Trustee, the Trustee
shall deliver to the Company a written account of its administration of the
Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be. The Trustee may satisfy its obligation under
this Article 8 by rendering to the Company monthly statements setting forth the
information required by this Section separately for the month covered by the
statement.

                                   ARTICLE 9.
                   RESPONSIBILITY AND INDEMNITY OF THE TRUSTEE

      (a) FIDUCIARY STANDARD. The Trustee shall act with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, provided,
however, that the Trustee shall incur no liability to any person for any action
taken pursuant to a direction, request or approval given by the Company which is
contemplated by, and in conformity with, the terms of the Plan(s) and this Trust
and is given in writing by the Company or in such other manner prescribed by the
Trustee. The Trustee shall also incur no liability to any person for any failure
to act in the absence of direction, request or approval from the Company which
is contemplated by, and in conformity with, the terms of this Trust. In the
event of a dispute between the Company and a party, the Trustee may apply to a
court of competent jurisdiction to resolve the dispute.

      (b) INDEMNIFICATION OF TRUSTEE. The Company hereby indemnifies the Trustee
and each of its affiliates (collectively, the "Indemnified Parties") against,
and shall hold them harmless from, any and all loss, claims, liability, and
expense, including reasonable attorneys' fees, imposed upon or incurred by any
Indemnified Party as a result of any acts taken, or any failure to act, in
accordance with the directions from the Company or any designee of the Company,
which is contemplated by, and in conformity with, the terms of this Trust, or by
reason of the Indemnified Party's good faith execution of its duties with
respect to the Trust, including, but not limited to, its holding of assets of
the Trust. The Company's obligations in the foregoing regard to be satisfied
promptly by the Company, provided that in the event the loss, claim, liability
or expense involved is determined by a no longer appealable final judgment
entered in a lawsuit or proceeding to have resulted from the negligence or
willful misconduct of the Trustee, the Trustee shall promptly on request
thereafter return to the Company any amount previously received by the Trustee
under this Section with respect to such loss, claim, liability or expense. If
the


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Company does not dispute or pay such costs, expenses and liabilities within 60
days after receipt of the Trustee's invoice therefor, the Trustee may obtain
payment from the Trust without direction from the Company.

      (c) LEGAL COUNSEL. The Trustee may consult with legal counsel (who may
also be counsel for the Company generally) with respect to any of its duties or
obligations hereunder.

      (d) OTHER ADVISERS. The Trustee may hire agents, accountants, actuaries,
investment advisers, financial consultants or other professionals to assist it
in performing any of its duties or obligations hereunder.

      (e) AUTHORITY OF TRUSTEE. The Trustee shall have, without exclusion, all
powers conferred on the Trustee by applicable law, unless expressly provided
otherwise herein, provided, however, that if an insurance policy is held as an
asset of the Trust, the Trustee shall have no power to name a beneficiary of the
policy other than the Trust, to assign the policy (as distinct from conversion
of the policy to a different form) other than to a successor Trustee, or to loan
to any person the proceeds of any borrowing against such policy.

      (f) LOAN AGAINST INSURANCE POLICY. However, notwithstanding the provisions
of Section 9(e) above, the Trustee may loan to the Company the proceeds of any
borrowing against an insurance policy held as an asset of the Trust.

      (g) LIMITATION ON TRUSTEE. Notwithstanding any powers granted to the
Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall
not have any power that could give this Trust the objective of carrying on a
business and dividing the gains therefrom, within the meaning of Section
301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant
to the Internal Revenue Code.

                                  ARTICLE 10.
                    COMPENSATION AND EXPENSES OF THE TRUSTEE

      If the Company does not pay or dispute the Trustee's fees within 60 days
of receipt of the Trustee's invoice therefor, the Trustee is authorized, unless
otherwise agreed by the Trustee, to withdraw from the Trust without direction
from the Company the amount of such fees. The Company shall pay all
administrative expenses, but if not so paid, the expenses shall be paid from the
Trust.

                                  ARTICLE 11.
                      RESIGNATION OR REMOVAL OF THE TRUSTEE
                          AND APPOINTMENT OF SUCCESSOR

      (a) RESIGNATION OF TRUSTEE. The Trustee may resign at any time by written
notice to the Company, which shall be effective 30 days after receipt of such
notice unless the Company and the Trustee agree otherwise.


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      (b) REMOVAL OF TRUSTEE. The Trustee may be removed by the Company on 30
days' notice or upon shorter notice accepted by the Trustee.

      (c) Transfer of Assets to Successor.

            (i) Upon resignation or removal of the Trustee and appointment of a
      successor Trustee, all assets shall subsequently be transferred to the
      successor Trustee. The transfer shall be completed within 60 days after
      receipt of notice of resignation, removal or transfer, unless the Company
      extends the time limit, provided that the Trustee is provided assurance by
      the Company satisfactory to the Trustee that all fees and expenses
      reasonably anticipated will be paid.

            (ii) Upon settlement of the account and transfer of the Trust assets
      to the successor Trustee, all rights and privileges under this Trust
      Agreement shall vest in the successor Trustee and all responsibility and
      liability of the Trustee with respect to the Trust and assets thereof
      shall terminate subject only to the requirement that the Trustee execute
      all necessary documents to transfer the Trust assets to the successor
      Trustee.

      (d) COMPANY APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is removed
in accordance with Section 11(a) or Section 11(b), the Company may appoint any
third party, such as a bank trust department or other party that may be granted
corporate trustee powers under state law, as a successor to replace the Trustee
upon resignation or removal. The appointment shall be effective when accepted in
writing by the new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets. The former
Trustee shall execute any instrument necessary or reasonably requested by the
Company or the successor Trustee to evidence the transfer.

      (e) COURT APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is removed,
a successor shall be appointed, in accordance with Section 11(d) hereof, by the
effective date of resignation or removal under Section 11(a) or Section 11(b).
If no such appointment has been made, the Trustee may apply to a court of
competent jurisdiction for appointment of a successor or for instructions. All
expenses of the Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust, which shall be reimbursed by the Company.

      (f) DUTY OF SUCCESSOR TRUSTEE. The successor Trustee need not examine the
records and acts of any prior Trustee and may retain or dispose of existing
Trust assets, subject to Articles 7 and 8. The successor Trustee shall not be
responsible for and the Company shall indemnify and defend the successor Trustee
from any claim or liability resulting from any action or inaction of any prior
Trustee or from any other past event, or any condition existing at the time it
becomes successor Trustee.

                                  ARTICLE 12.
                            AMENDMENT OR TERMINATION


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      (a) AMENDMENT. This Trust Agreement may be amended by a written instrument
executed by the Trustee and the Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan(s) or shall make the Trust
revocable, since the Trust is irrevocable in accordance with Section 1(b)
hereof, or make the Trust a trust which is not a grantor trust.

      (b) TERMINATION BY COMPANY. The Trust shall not terminate until the date
on which Plan participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan(s). Such date shall be determined by
the Company and communicated to the Trustee in writing. Upon termination of the
Trust any assets remaining in the Trust shall be returned to the Company.

      (c) TERMINATION WITH PARTICIPANT APPROVAL. Notwithstanding the foregoing,
the Company may terminate the Trust upon written approval of all participants or
beneficiaries entitled to payment of benefits pursuant to the terms of the
Plan(s). All assets in the Trust at termination shall be returned to the
Company.

                                  ARTICLE 13.
                                  MISCELLANEOUS

      (a) SEVERABILITY. Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.

      (b) NO ASSIGNMENT OF BENEFITS. Benefits payable to Plan participants and
their beneficiaries under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged, encumbered or subjected to
attachment, garnishment, levy, execution or other legal or equitable process.

      (c) GOVERNING LAW. This Trust Agreement and its enforcement shall be
governed by and construed in accordance with the laws of the state in which the
Trustee has its principal place of business.

      (d) SURVIVAL. The provisions of Sections 2(d), 3(b)(iii), and 9(b) of this
Agreement shall survive termination of this Agreement.

      (e) CONFLICT WITH PLAN DOCUMENT. The rights, duties, responsibilities,
obligations and liabilities of the Trustee are as set forth in this Trust
Agreement, and no provision of the Plan(s) or any other documents shall affect
such rights, responsibilities, obligations and liabilities. If there is a
conflict between provisions of the Plan(s) and this Trust Agreement with respect
to any subject involving the Trustee, including but not limited to the
responsibility, authority or powers of the Trustee, the provisions of this Trust
Agreement shall be controlling.


                                       12
<PAGE>

      (f) COUNTERPARTS. This instrument may be executed in one or more
counterparts, each of which is legally binding and enforceable.

      (g) GENDER. Terms used in the masculine shall include the feminine and
vice versa and terms used in the singular shall include the plural and vice
versa, unless the context clearly indicates otherwise.

      (h) SUCCESSORS. This Trust Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.

                                  ARTICLE 14.
                                 EFFECTIVE DATE

      The effective date of this Trust Agreement shall be _______________, 2003.

      IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust
Agreement each by action of a duly authorized person.

MERRILL LYNCH TRUST COMPANY, FSB        FREMONT GENERAL CORPORATION

By: ____________________________        By: ____________________________________

Name/Title: ____________________        Name/Title: ____________________________

Date: __________________________        Date: __________________________________


                                        ADD SECOND SIGNATURE IF REQUIRED:

                                        By: ____________________________________

                                        Name/Title: ____________________________

                                        Date: __________________________________


                                       13
<PAGE>

                                                Fremont General Corporation Copy

                                   ARTICLE 14
                                 EFFECTIVE DATE

      The effective date of this Trust Agreement shall be _______________, 2003.

      IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust
Agreement each by action of a duly authorized person.

MERRILL LYNCH TRUST COMPANY, FSB        FREMONT GENERAL CORPORATION

By: ____________________________        By: ____________________________________

Name/Title: ____________________        Name/Title: ____________________________

Date: __________________________        Date: __________________________________


                                        ADD SECOND SIGNATURE IF REQUIRED:

                                        By: ____________________________________

                                        Name/Title: ____________________________

                                        Date: __________________________________


                                       14
<PAGE>

                                                Merrill Lynch Trust Company Copy

                                   ARTICLE 14.
                                 EFFECTIVE DATE

      The effective date of this Trust Agreement shall be _______________, 2003.

      IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust
Agreement each by action of a duly authorized person.

MERRILL LYNCH TRUST COMPANY, FSB        FREMONT GENERAL CORPORATION

By: ____________________________        By: ____________________________________

Name/Title: ____________________        Name/Title: ____________________________

Date: __________________________        Date: __________________________________


                                        ADD SECOND SIGNATURE IF REQUIRED:

                                        By: ____________________________________

                                        Name/Title: ____________________________

                                        Date: __________________________________


                                       15
<PAGE>

                                   APPENDIX A

Names of other non-qualified deferred compensation plan(s):

None


                                       16
<PAGE>

                                   APPENDIX B

Deposit of cash and/or marketable securities to the Trust:

Cash: $_________________________________

Marketable Securities: _________________

________________________________________

________________________________________

________________________________________

________________________________________


                                       17