<PAGE>

                                                                      OH&S DRAFT
                                                                        12/20/00


                                                                     EXHIBIT 4.3




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                                 TRUST AGREEMENT


                                     between


                               CONSECO BANK, INC.,
                                  as Transferor


                   CONSECO FINANCE CREDIT CARD FUNDING CORP.,
                                  as Transferor


                                       and


                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee


                              Dated as of [o], 2001





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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                   Page
<S>                                                                                                <C>
ARTICLE I

DEFINITIONS

         Section 1.01.     Capitalized Terms........................................................1

         Section 1.02.     Other Definitional Provisions............................................2

ARTICLE II

ORGANIZATION

         Section 2.01.     Name.....................................................................3

         Section 2.02.     Office...................................................................3

         Section 2.03.     Purpose and Powers.......................................................4

         Section 2.04.     Appointment of Owner Trustee.............................................4

         Section 2.05.     Organizational Expenses..................................................4

         Section 2.06.     Declaration of Trust.....................................................4

         Section 2.07.     Title to Trust Property..................................................5

         Section 2.08.     Situs of Owner Trust.....................................................5

         Section 2.09.     Representations and Warranties of Transferor.............................5

ARTICLE III

CERTIFICATE

         Section 3.01.     Initial Ownership........................................................6

         Section 3.02.     Form of Certificates.....................................................6

         Section 3.03.     Authentication of Certificate............................................6

         Section 3.04.     Restrictions on Transfer.................................................7

         Section 3.05.     Mutilated, Destroyed, Lost or Stolen Certificate.........................7

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

         Section 4.01.     Prior Notice to Owner and Transferor with Respect to Certain Matters.....7

         Section 4.02.     Restrictions on Power....................................................8

ARTICLE V

AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 5.01.     General Authority........................................................8

         Section 5.02.     General Duties...........................................................8
</TABLE>

                                      -i-
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         CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST TRUST AGREEMENT
dated as of [o], 2001, between CONSECO BANK, INC., a Utah industrial loan
corporation, as Transferor, CONSECO FINANCE CREDIT CARD FUNDING CORP., a
Minnesota corporation, as Transferor, and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as Owner Trustee.

                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

         "Administration Agreement" means the Administration Agreement dated as
of [o], 2001, between the Owner Trustee and the Administrator.

         "Administrator" means Conseco Bank, Inc., or any successor
Administrator under the Administration Agreement.

         "Agreement" means this Trust Agreement relating to the Conseco Private
Label Credit Card Master Note Trust, as the same may be amended, modified or
supplemented from time to time.

         "Business Trust Statute" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C.ss.3801 et seq., as the same may be amended from time to time.

         "Certificate" means the certificate evidencing the beneficial interest
of the Owner in the Owner Trust, substantially in the form attached hereto as
Exhibit A.

         "Certificate of Trust" means the Certificate of Trust in the form
attached hereto as Exhibit B which has been filed for the Owner Trust pursuant
to Section 3810(a) of the Business Trust Statute.

         "Corporate Trust Office" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration, or such other address as the Owner Trustee may
designate by notice to the Transferor, or the principal corporate trust office
of any successor Owner Trustee (the address of which the successor Owner Trustee
will notify the Transferors).

         "Expenses" has the meaning assigned to such term in Section 7.02.

         "Indemnified Parties" has the meaning assigned to such term in Section
7.02.

         "Indenture" means the Indenture dated as of [o], 2001, between the
Issuer and the Indenture Trustee, as the same may be amended, supplemented or
otherwise modified from time to time.

         "Indenture Trustee" means U.S. Bank Trust National Association, not in
its individual capacity, but solely as Indenture Trustee under the Indenture,
and any successor Indenture Trustee under the Indenture.

         "Note Purchase Agreement" means that certain note purchase agreement
between the Transferors and the Initial Purchasers relating to the initial sale
of the Notes to the Initial Purchasers.
<PAGE>

         "Owner" shall mean, collectively, Conseco Bank, Inc. and Conseco
Finance Credit Card Funding Corp., and their successors and permitted assigns,
in their capacity as holders of the Certificate.

         "Owner Trust" means the trust created by this Agreement and the filing
of the Certificate of Trust.

         "Owner Trust Estate" means all right, title and interest of the Owner
Trust in and to the property and rights assigned to the Owner Trust pursuant to
Section 2.06 of this Agreement and Section 2.01 of the Transfer and Servicing
Agreement, all monies, securities, instruments and other property on deposit
from time to time in the Trust Accounts and all other property of the Owner
Trust from time to time, including any rights of the Owner Trustee and the Owner
Trust pursuant to the Transfer and Administration Agreement.

         "Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as Owner Trustee under
this Agreement (unless otherwise specified herein), and any successor Owner
Trustee hereunder.

         "Requirements of Law" means, for any Person, the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local (including without limitation, usury laws, the
federal Truth in Lending Act and Regulation Z and Regulation B of the Board of
Governors of the Federal Reserve System).

         "Responsible Officer" means, when used with respect to the Owner
Trustee, any officer assigned to the Corporate Trust Office of the Owner
Trustee, including any Vice President, any Assistant Vice President, any
Secretary, and Assistant Secretary, any Assistant Treasurer, any Financial
Services Officer, any authorized signatory, any trust officer or any other
officer of the Owner Trustee customarily performing functions similar to those
performed by any of the above designated officers or any agent acting under a
power of attorney from the Owner Trustee, having responsibility for the
administration of this Agreement, as the case may be, and also, with respect to
a particular matter relating to the Owner Trust, any other officer of the Owner
Trustee to whom such matter is referred because of such officer's knowledge of
and familiarity with such matter. Any notice given to the address and in the
manner specified in Section 10.04 hereof shall be deemed to be given to a
Responsible Officer.

         "Secretary of State" means the Secretary of State of the State of
Delaware.

         "Transferor" shall mean, individually, Conseco Bank, Inc. and Conseco
Funding Corp., each in its capacity as Transferor hereunder and its successors
and assigns in such capacity.

         Section 1.02. Other Definitional Provisions. (a) Capitalized terms used
herein and not otherwise defined have the meanings assigned to them in the
Transfer and Administration Agreement or, if not defined therein, in the
Indenture.

         (b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

         (c) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given to
them under GAAP. To

                                       2
<PAGE>

the extent that the definitions of accounting terms in this Agreement or in any
such certificate or other document are inconsistent with the meanings of such
terms under GAAP, the definitions contained in this Agreement or in any such
certificate or other document shall control.

         (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation."

         (e) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

                                   ARTICLE II

                                  ORGANIZATION

         Section 2.01. Name. The Owner Trust created hereby shall be known as
"Conseco Private Label Credit Card Master Note Trust," in which name the Owner
Trust or the Owner Trustee on behalf of the Owner Trust may conduct the business
of the Owner Trust, make and execute contracts and other instruments on behalf
of the Owner Trust and sue and be sued.

         Section 2.02. Office. The office of the Owner Trust shall be in care of
the Owner Trustee at the Corporate Trust Office or at such other address in the
State of Delaware as the Owner Trustee may designate by written notice to the
Transferors.

         Section 2.03. Purpose and Powers. The purpose of the Owner Trust is to
engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture and the
         Certificates pursuant to this Agreement;

                  (ii) with the proceeds of the sale of the Notes and the
         Certificates, to acquire the Receivables and related property and to
         pay the Transferors the amounts owed pursuant to Section 2.01 of the
         Transfer and Servicing Agreement;

                  (iii) to assign, grant, pledge and mortgage the Owner Trust
         Estate pursuant to the Indenture and to hold, manage and distribute to
         the Transferors and the Noteholders pursuant to the terms of this
         Agreement and the Transaction Documents any portion of the Owner Trust
         Estate released from the lien of, and remitted to the Trust pursuant
         to, the Indenture;

                  (iv) to enter into and perform its obligations under the
         Transaction Documents to which it is to be a party;

                  (v) to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

                                       3
<PAGE>

                  (vi) subject to compliance with the Transaction Documents, to
         engage in such other activities as may be required in connection with
         conservation of the Trust Estate and the making of payments to the
         Noteholders and distributions to the Transferor.

The Owner Trust shall not engage in any activity other than in connection with
the foregoing or other than as required or authorized by the terms of the
Transaction Documents.

         Section 2.04. Appointment of Owner Trustee. The Transferors hereby
appoint the Owner Trustee as trustee of the Owner Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

         Section 2.05. Organizational Expenses. The Transferors shall pay
organizational expenses of the Owner Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

         Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Owner, subject to the
obligations of the Owner Trust under the Transaction Documents to which it is a
party. It is the intention of the parties hereto that the Owner Trust constitute
a business trust under the Business Trust Statute and that this Agreement,
together with the Administration Agreement, constitute the governing instrument
of such business trust. It is the intention of the parties hereto that, for
income and franchise tax purposes, the Owner Trust shall be treated as a
security device and disregarded as an entity and its assets shall be treated as
owned in whole by the Transferors. The parties hereto agree that they will take
no action contrary to the foregoing intention. Effective as of the date hereof,
the Owner Trustee shall have all rights, powers and duties set forth herein and,
to the extent not inconsistent herewith, in the Business Trust Statute with
respect to accomplishing the purposes of the Owner Trust.

         Section 2.07. Title to Trust Property. Legal title to all of the Owner
Trust Estate shall be vested at all times in the Owner Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

         Section 2.08. Situs of Owner Trust. The Owner Trust will be located and
administered in the State of Delaware. [All bank accounts maintained by the
Owner Trustee on behalf of the Owner Trust shall be located in the State of
Delaware or the State of New York.] The Owner Trust shall not have any employees
in any state other than Delaware; provided, however, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or without
the State of Delaware. Payments will be received by the Owner Trust only in
Delaware or New York, and payments will be made by the Owner Trust only from
Delaware or New York. The only office of the Owner Trust will be at the
Corporate Trust Office in Delaware.

         Section 2.09. Representations and Warranties of Transferor. The
Transferors hereby represent and warrant to the Owner Trustee that:

         (a) Conseco Bank, Inc., is a Utah industrial loan corporation duly
organized and validly existing in good standing under the laws of the State of
Utah; Conseco Finance Credit Card Funding Corp. is a Minnesota corporation duly
organized and validly existing in good standing under the laws of the State of
Minnesota; and each has full corporate power and authority to own its properties
and to conduct its business as such properties are presently owned and such
business is presently conducted, and

                                       4
<PAGE>

to execute, deliver and perform its obligations under this Agreement and any
other document related hereto to which it is a party and to perform its
obligations as contemplated hereby and thereby.

         (b) Each Transferor is duly qualified to do business and is in good
standing (or is exempt from such requirement) in any state required in order to
conduct its business, and has obtained all necessary licenses and approvals with
respect to such Transferor, in each jurisdiction in which failure to so qualify
or to obtain such licenses and approvals would have a material adverse effect on
its ability to perform its obligations under this Agreement or any other
document related hereto to which such Transferor is a party.

         (c) The execution and delivery of this Agreement and the consummation
of the transactions provided for in this Agreement and in the other Transaction
Documents to which each Transferor is a party have been duly authorized by such
Transferor by all necessary corporate action on its part and each of this
Agreement and the other Transaction Documents to which each Transferor is a
party will remain, from the time of its execution, an official record of such
Transferor; each Transferor has the power and authority to assign the property
to be assigned to and deposited with the Trust pursuant to Section 2.05 of this
Agreement and Section 2.01 of the Transfer and Servicing Agreement.

         (d) The execution and delivery of this Agreement, the performance of
the transactions contemplated by this Agreement and the fulfillment of the terms
hereof will not conflict with, result in any breach of any of the material terms
and provisions of, or constitute (with or without notice or lapse of time or
both) a material default under, any indenture, contract, agreement, mortgage,
deed of trust or other instrument to which either Transferor is a party or by
which it or any of its properties are bound (other than violations of such
indentures, contracts, agreements, mortgages, deeds of trust or other
instruments which, individually or in the aggregate, would not have a material
adverse effect on either Transferor's ability to perform its obligations under
this Agreement).

         (e) The execution and delivery of this Agreement, the performance of
the transactions contemplated by this Agreement and the fulfillment of the terms
hereof will not conflict with or violate any Requirements of Law applicable to
either Transferor.

         (f) There are no proceedings or investigations pending or, to the best
knowledge of either Transferor, threatened against either Transferor before any
court, regulatory body, administrative agency, or other tribunal or governmental
instrumentality having jurisdiction over either Transferor (i) asserting the
invalidity of any of the Transaction Documents to which either Transferor is a
party, (ii) seeking to prevent the consummation of any of the transactions
contemplated by any of the Transaction Documents to which either Transferor is a
party, (iii) seeking any determination or ruling that, in the reasonable
judgment of either Transferor, would materially and adversely affect the
performance by either Transferor of its obligations under the Transaction
Documents to which either Transferor is a party, or (iv) seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of the Transaction Documents to which either Transferor is a
party.

                                  ARTICLE III

                                   CERTIFICATE

         Section 3.01. Initial Ownership. Upon the formation of the Owner Trust,
the Transferors shall be the sole beneficial owners of the Owner Trust.

         Section 3.02. Form of Certificates. The Certificate shall be issued in
registered form in substantially the form attached hereto as Exhibit A and
initially registered as provided in Annex 1 to

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<PAGE>

Exhibit A. The Certificate shall be executed on behalf of the Owner Trust by
manual or facsimile signature of a Responsible Officer of the Owner Trustee. The
Certificate bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Owner Trust, shall, when duly authenticated pursuant to Section
3.03, be validly issued and entitled to the benefits of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of the Certificate or did
not hold such offices at the date of authentication and delivery of the
Certificate.

         Section 3.03. Authentication of Certificate. The Owner Trustee shall
cause a single Certificate to be executed on behalf of the Owner Trust,
authenticated and delivered to or upon the written order of the Transferors,
signed by any authorized officer of each Transferor, without further corporate
action by the Transferor. The Certificate shall not entitle its holder to any
benefit under this Agreement, or be valid for any purpose, unless there shall
appear on the Certificate a certificate of authentication substantially in the
form set forth in Exhibit A, executed by the Owner Trustee or the Owner
Trustee's authentication agent, by manual signature; such authentication shall
constitute conclusive evidence that the Certificate shall have been duly
authenticated and delivered hereunder. The Certificate shall be dated the date
of its authentication.

         Section 3.04. Restrictions on Transfer. To the fullest extent permitted
by applicable law, the Certificate (or any interest therein) may not be sold,
transferred, assigned, participated, pledged or otherwise disposed of by the
Owner to any Person.

         Section 3.05. Mutilated, Destroyed, Lost or Stolen Certificate. If (a)
the mutilated Certificate shall be surrendered to the Owner Trustee, or if the
Owner Trustee shall receive evidence to its satisfaction of the destruction,
loss or theft of the Certificate and (b) there shall be delivered to the Owner
Trustee such security or indemnity as may be required by it to save it harmless,
then the Owner Trustee on behalf of the Owner Trust shall execute and the Owner
Trustee, or the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen
Certificate, a new Certificate. In connection with the issuance of any new
Certificate under this Section 3.05, the Owner Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to
this Section 3.05 shall constitute conclusive evidence of the ownership interest
in the Owner Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         Section 4.01. Prior Notice to Owner and Transferor with Respect to
Certain Matters. With respect to the following matters, unless otherwise
instructed by the Owner and the Transferor, the Owner Trustee shall not take
action unless at least thirty (30) days before the taking of such action the
Owner Trustee shall have notified the Transferors of:

         (a) the initiation of any claim or lawsuit by the Owner Trust (other
than an action to collect on the Owner Trust Estate) and the settlement of any
action, claim or lawsuit brought by or against the Owner Trust (other than an
action to collect on the Owner Trust Estate);

         (b) the election by the Owner Trust to file an amendment to the
Certificate of Trust;

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<PAGE>

         (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Owner or the
Transferor;

         (e) the amendment, change or modification of the Administration
Agreement, except to cure any ambiguity or to amend or supplement any provision
in a manner that would not materially adversely affect the interests of the
Owner; or

         (f) the appointment pursuant to the Indenture of a replacement or
successor Note Registrar or Indenture Trustee, or the consent to the assignment
by the Note Registrar or Indenture Trustee of its obligations under the
Indenture.

         Section 4.02. Restrictions on Power. The Owner Trustee shall not be
required to take or refrain from taking any action if such action or inaction
would be contrary to any obligation of the Owner Trust or the Owner Trustee
under any of the Transaction Documents or would be contrary to Section 2.03 and
the Transferors shall not instruct the Owner Trustee to take any action that
would be contrary to this Trust Agreement or any of the Transaction Documents
and shall not instruct the Owner Trustee to refrain from taking any action which
action, if not taken, would cause the Owner Trustee to violate the terms of this
Trust Agreement or any of the Transaction Documents.

                                   ARTICLE V

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 5.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver on behalf of the Owner Trust the Transaction
Documents to which the Owner Trust is to be a party and each certificate or
other document attached as an exhibit to or contemplated by the Transaction
Documents to which the Owner Trust is to be a party, or any amendment thereto or
other agreement, in each case, in such form as the Transferors shall approve as
evidenced conclusively by the Owner Trustee's execution thereof and the
Transferors' execution of the related documents. In addition to the foregoing,
the Owner Trustee is authorized, but shall not be obligated, to take all actions
required of the Owner Trust pursuant to the Transaction Documents. The Owner
Trustee is further authorized from time to time to take such action as the
Administrator directs in writing with respect to the Transaction Documents,
except to the extent that the Transaction Documents expressly require the
consent of the Transferors for such action.

         Section 5.02. General Duties. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and to administer the Owner Trust in the interest of
the Owner, subject to the Transaction Documents and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder to
the extent the Administrator has agreed in the Transfer and Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee or
the Owner Trust under any Transaction Document, and the Owner Trustee shall not
be liable for the default or failure of the Administrator to carry out its
obligations under the Transfer and Administration Agreement.

         Section 5.03. Action Upon Instruction. (a) The Owner Trustee shall not
be required to take any action hereunder if the Owner Trustee shall have
reasonably determined, or shall have been advised

                                       7
<PAGE>

by counsel, that such action is likely to result in liability on the part of the
Owner Trustee or is contrary to the terms of any Transaction Document to which
it is a party or is otherwise contrary to law.

         (b) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of any Transaction
Document, the Owner Trustee shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Owner requesting instruction as to
the course of action to be adopted, and to the extent the Owner Trustee acts in
good faith in accordance with any written instruction of the Owner received, the
Owner Trustee shall not be liable on account of such action to any Person. If
the Owner Trustee shall not have received appropriate written instruction within
ten (10) days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with the Transaction Documents, as it shall
deem to be in the best interest of the Transferors, and shall have no liability
to any Person for such action or inaction.

         (c) In the event that the Owner Trustee is unsure as to the application
of any provision of any Transaction Document or any such provision is ambiguous
as to its application, or is, or appears to be, in conflict with any other
applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Owner requesting written
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee shall not be liable, on account of such action or inaction, to any
Person. If the Owner Trustee shall not have received appropriate written
instruction within ten (10) days of such notice (or within such shorter period
of time as reasonably may be specified in such notice or may be necessary under
the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with the Transaction Documents, as it shall
deem to be in the best interest of the Owner, and shall have no liability to any
Person for such action or inaction.

         Section 5.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trust is a party, except as expressly provided by the terms
of the Transaction Documents or in any document or written instruction received
by the Owner Trustee pursuant to Section 5.03; and no implied duties or
obligations shall be read into any Transaction Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Securities and Exchange Commission filing
for the Owner Trust or to record any Transaction Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any liens on any part of the Owner Trust
Estate that result from actions by, or claims against, the Owner Trustee in its
individual capacity that are not related to the ownership or the administration
of the Owner Trust Estate.

         Section 5.05. No Action Except under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Transaction
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 5.03.

                                       8
<PAGE>

         Section 5.06. Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Owner Trust set forth in
Section 2.03 or (b) that, to the actual knowledge of a Responsible Officer of
the Owner Trustee, would result in the Owner Trust's becoming taxable as a
corporation for federal income tax purposes. The Owner shall not direct the
Owner Trustee to take action that would violate the provisions of this Section.

                                   ARTICLE VI

                          CONCERNING THE OWNER TRUSTEE

         Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it constituting
part of the Owner Trust Estate upon the terms of the Transaction Documents. The
Owner Trustee shall not be answerable or accountable under any Transaction
Document under any circumstances, except (i) for its own willful misconduct or
negligence or (ii) in the case of the breach of any representation or warranty
contained in Section 6.03 expressly made by the Owner Trustee in its individual
capacity. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

         (a) the Owner Trustee shall not be liable for any error of judgment
made by a Responsible Officer of the Owner Trustee;

         (b) the Owner Trustee shall not be liable with respect to any act or
omission of the Administrator or action taken or omitted to be taken by it in
accordance with the instructions of the Administrator or the Owner;

         (c) no provision of this Agreement shall require the Owner Trustee to
expend or risk funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder, if the Owner Trustee shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured or provided
to it;

         (d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Transaction Documents,
including the principal of and interest on the Notes;

         (e) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Transferors or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate or for or in respect of the validity
or sufficiency of the Transaction Documents, other than the genuineness of the
signature on the certificate of authentication on the Certificate, and the Owner
Trustee shall in no event assume or incur any liability, duty, or obligation to
any Noteholder or to the Owner, other than as expressly provided for herein;

         (f) the Owner Trustee shall not be liable for the default or misconduct
of the Administrator or the Indenture Trustee under any of the Transaction
Documents or otherwise, and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Owner Trust under the Transaction
Documents that are required to be performed by the Administrator under the
Administration Agreement or the Indenture Trustee under the Indenture;

                                       9
<PAGE>

         (g) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement, at the request, order or direction of the Owner, unless the Owner has
offered to the Owner Trustee security or indemnity satisfactory to it against
the costs, expenses and liabilities that may be incurred by the Owner Trustee
therein or thereby. The right of the Owner Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and the Owner
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act; and

         (h) Notwithstanding anything contained herein to the contrary, the
Owner Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (i) require the
registration with, licensing by or the taking of any other similar action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware by or with respect to the Owner
Trustee; (ii) result in any fee, tax or other governmental charge under the laws
of any jurisdiction or any political subdivisions thereof in existence on the
date hereof other than the State of Delaware becoming payable by the Owner
Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action arising from
acts unrelated to the consummation of the transactions by the Owner Trustee
contemplated hereby. The Owner Trustee shall be entitled to obtain advice of
counsel (which advice shall be an expense of the Transferor) to determine
whether any action required to be taken pursuant to this Agreement results in
the consequences described in clauses (i), (ii) and (iii) of the preceding
sentence. In the event that said counsel advises the Owner Trustee that such
action will result in such consequences, the Transferors shall appoint an
additional trustee pursuant to Section 9.05 hereby to proceed with such action.

         Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish
to the Owner and the Indenture Trustee, promptly upon written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Transaction Documents.

         Section 6.03. Representations and Warranties. The Owner Trustee, in its
individual capacity, hereby represents and warrants to the Transferors that:

         (a) It is a Delaware banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. It has all
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement.

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any federal or
Delaware law, governmental rule or regulation governing the banking or trust
powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under (i) its charter documents or by-laws or (ii) to its
knowledge after reasonable investigation, any indenture, mortgage, contract,
agreement or instrument to which it is a party, which default referred to in
this clause (ii) would have a material adverse effect on the Owner Trustee's
ability, in its individual capacity, to perform its obligations under this
Agreement.

                                       10
<PAGE>

         Section 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed, in good
faith, by it to be signed by the proper party or parties. The Owner Trustee may
accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence upon which it shall
rely that such resolution has been duly adopted by such body and that the same
is in full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof conclusively rely on a certificate, signed by the
president or any vice president or by the treasurer or other authorized officers
of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement, the Owner
Trustee (i) may act directly or through its agents or attorneys pursuant to
agreements entered into with any of them, and the Owner Trustee shall not be
liable for the conduct or misconduct of such agents or attorneys if such agents
or attorneys shall have been selected by the Owner Trustee with reasonable care,
and (ii) may consult with counsel, accountants and other skilled persons to be
selected with reasonable care and employed by it. The Owner Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the written opinion or written advice of any such counsel, accountants or
other such persons.

         Section 6.05. Not Acting in Individual Capacity. Except as expressly
provided in this Article VI, in accepting the trusts hereby created, Wilmington
Trust Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason of
the transactions contemplated by any Transaction Document shall look only to the
Owner Trust Estate for payment or satisfaction thereof.

         Section 6.06. Owner Trustee Not Liable for Certificate, Notes or
Receivables. The recitals contained herein and in the Certificates (other than
the genuineness of the signature and counter-signature of the Owner Trustee on
the Certificates and its representations and warranties in Section 6.03) shall
be taken as the statements of the Transferors, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document or the Certificates (other than the genuineness of the
signature and counter-signature of the Owner Trustee on the Certificates), the
Notes, or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of the Receivables or the perfection and priority of any security
interest in the Receivables or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to the Noteholders under the
Indenture, including, without limitation: the existence, condition and ownership
of the Receivables; the existence and contents of the Receivables on any
computer or other record thereof; the validity of the assignment of the
Receivables to the Trust or of any intervening assignment; the completeness of
the Receivables; the performance or enforcement of the Receivables; the
compliance by the Transferors with any warranty or representation made under any
Transaction Document or in any related document or the accuracy of any such
warranty or representation or any action of the Administrator, the Servicer or
the Indenture Trustee taken in the name of the Owner Trustee.

         Section 6.07. Owner Trustee May Own Notes. The Owner Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may deal with the Transferor, the Administrator and the Indenture Trustee in
banking transactions with the same rights as it would have if it were not Owner
Trustee.

                                       11
<PAGE>

                                  ARTICLE VII

                          COMPENSATION OF OWNER TRUSTEE

         Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Transferors and the
Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the
Transferors for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder; provided, however, that the Owner Trustee's right to enforce such
obligation shall be subject to the provisions of Section 10.08.

         Section 7.02. Indemnification. To the fullest extent permitted by law,
the Transferors shall be liable as primary obligor for, and shall indemnify the
Owner Trustee and its successors, assigns, agents and servants (collectively,
the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of the
Transaction Documents, the Owner Trust Estate, the acceptance and administration
of the Owner Trust Estate or the action or inaction of the Owner Trustee
hereunder; provided that the Transferors shall not be liable for or required to
indemnify any Indemnified Party from and against Expenses arising or resulting
from any of the matters described in the third sentence of Section 6.01;
provided further that the Transferors shall not be liable for or required to
indemnify an Indemnified Party from and against expenses arising or resulting
from (i) the Indemnified Party's own willful misconduct, bad faith or
negligence, or (ii) the inaccuracy of any representation or warranty contained
in Section 6.03 made by the Indemnified Party. The Owner Trustee's right to
enforce such obligation shall be subject to the provisions of Section 10.08. The
indemnities contained in this Section 7.02 shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In the
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel shall
be subject to the approval of the Transferor, which approval shall not be
unreasonably withheld.

         Section 7.03. Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article VII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

         Section 8.01. Termination of Trust Agreement. (a) The Owner Trust shall
dissolve upon the final distribution by the Owner Trustee of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the Business
Trust Statute and the terms of the Indenture and the Transfer and Servicing
Agreement. Any money or other property held as part of the Owner Trust Estate
following such distribution shall be distributed to the Transferor. The
bankruptcy, liquidation, dissolution, termination, death or incapacity of the
Owner shall not (x) operate to terminate this Agreement or the Owner Trust, or
(y) entitle the Owner's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of
all or any part of the Owner Trust or Owner Trust Estate or (z) otherwise affect
the rights, obligations and liabilities of the parties hereto.

                                       12
<PAGE>

         (b) Except as provided in subsection 8.01(a), the Transferors shall not
be entitled to revoke or terminate the Owner Trust.

         (c) Upon the completion of the winding up of the Owner Trust in
accordance with the Business Trust Statute, the Owner Trustee shall cause the
Certificate of Trust to be canceled by filing a certificate of cancellation with
the Secretary of State in accordance with the provisions of Section 3810 of the
Business Trust Statute and thereupon the Owner Trust and this Agreement (other
than Article VII) shall terminate.

                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 9.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent which has) a rating of at least BBB- by Standard &
Poor's and, if rated by Fitch, at least BBB- by Fitch, or otherwise satisfactory
to each Note Rating Agency. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
9.02.

         Section 9.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator; provided, however, that
such resignation and discharge shall only be effective upon the appointment of a
successor Owner Trustee. Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner Trustee. If no
successor Owner Trustee shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.01 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or if at any time the Owner Trustee shall have
breached any representation or warranty contained in subsection 6.03(c)(ii),
then the Administrator may, but shall not be required to, remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the authority
of the immediately preceding sentence, the Administrator shall promptly (i)
appoint a successor Owner Trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee and (ii) pay all fees owed to the
outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section 9.02
shall not become effective until acceptance of

                                       13
<PAGE>

appointment by the successor Owner Trustee pursuant to Section 9.03 and payment
of all fees and expenses owed to the outgoing Owner Trustee. The Administrator
shall provide notice of such resignation or removal of the Owner Trustee to each
Note Rating Agency.

         Section 9.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
the predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties, and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Administrator and the predecessor Owner Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties, and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, the Administrator shall mail notice of such acceptance of
appointment including the name of such successor Owner Trustee to the
Transferors, the Indenture Trustee, the Noteholders and each Note Rating Agency.
If the Administrator shall fail to mail such notice within ten (10) days after
acceptance of appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the
Administrator.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03 such successor Owner Trustee shall file an amendment to the
Certificate of Trust with the Secretary of State reflecting the name and
principal place of business of such successor Owner Trustee in the State of
Delaware.

         Section 9.04. Merger or Consolidation of Owner Trustee. Notwithstanding
anything herein to the contrary, any corporation into which the Owner Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall be
the successor of the Owner Trustee hereunder (provided that such corporation
shall meet the eligibility requirements set forth in Section 9.01), without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto; provided further that (a) the Owner Trustee shall mail
notice of such merger or consolidation to each Note Rating Agency and (b) the
Owner Trustee shall file any necessary amendments to the Certificate of Trust
with the Secretary of State.

         Section 9.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate may at the time be located, the Administrator and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by each of the
Administrator and the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Owner Trust, or any part thereof, and, subject to the other provisions of
this Section 9.05, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the

                                       14
<PAGE>

Administrator shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 9.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) all rights, powers, duties, and obligations conferred or
         imposed upon the Owner Trustee shall be conferred or imposed upon and
         exercised or performed by the Owner Trustee and such separate trustee
         or co-trustee jointly (it being understood that such separate trustee
         or co-trustee is not authorized to act separately without the Owner
         Trustee joining in such act), except to the extent that under any law
         of any jurisdiction in which any particular act or acts are to be
         performed, the Owner Trustee shall be incompetent or unqualified to
         perform such act or acts, in which event such rights, powers, duties,
         and obligations (including the holding of title to the Owner Trust or
         any portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Owner Trustee;

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement; and

                  (iii) the Administrator and the Owner Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee and a copy thereof given to the Administrator.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                   ARTICLE X

                                  MISCELLANEOUS

         Section 10.01. Supplements and Amendments. This Agreement may be
amended from time to time, by a written amendment duly executed and delivered by
the Transferors and the Owner Trustee, with the written consent of the Indenture
Trustee, but without the consent of any of the Noteholders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of

                                       15
<PAGE>

this Agreement or of modifying in any manner the rights of the Noteholders;
provided, however, that the Note Rating Agency Condition must be satisfied with
respect to such action and provided, further, such amendment will not (i) as
evidenced by an Officer's Certificate of each Transferor addressed and delivered
to the Owner Trustee and the Indenture Trustee, materially and adversely affect
the interest of any Noteholder or the Owner and (ii) as evidenced by an Opinion
of Counsel addressed and delivered to the Owner Trustee and the Indenture
Trustee, cause the Owner Trust to be classified as an association (or a publicly
traded partnership) taxable as a corporation for federal income tax purposes.

         This Agreement may also be amended from time to time by a written
amendment duly executed and delivered by the Transferors and the Owner Trustee,
with prior written notice to each Note Rating Agency, with the consent of the
Indenture Trustee and the Required Noteholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders;
provided, however, that without the consent of all Noteholders, no such
amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of distributions that are
required to be made for the benefit of the Noteholders or (b) reduce the
aforesaid percentage of the Outstanding Amount of the Notes, the Holders of
which are required to consent to any such amendment.

         Promptly after the execution of any such amendment or consent, the
Administrator shall furnish written notification of the substance of such
amendment or consent to the Indenture Trustee and each Note Rating Agency.

         It shall not be necessary for the consent of the Noteholders pursuant
to this Section 10.01 to approve the particular form of any proposed amendment
or consent, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

         The Owner Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer's Certificate of the Transferors or the
Administrator to the effect that the conditions to such amendment have been
satisfied. The Owner Trustee may, but shall not be obligated to, enter into any
such amendment which affects the Owner Trustee's own rights, duties or
immunities under this Agreement or otherwise.

         Section 10.02. No Legal Title to Owner Trust Estate in Transferors. The
Transferors shall not have legal title to any part of the Owner Trust Estate. No
transfer, by operation of law or otherwise, of any right, title, and interest of
the Transferors to and in their beneficial interest in the Owner Trust Estate
shall operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Owner Trust Estate.

         Section 10.03. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Transferors, the
Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

         Section 10.04. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three Business Days after
mailing if mailed by certified mail, postage prepaid (except that notice to the

                                       16
<PAGE>

Owner Trustee or Indenture Trustee shall be deemed given only upon actual
receipt by the Owner Trustee or Indenture Trustee), if to the Owner Trustee,
addressed to the Corporate Trust Office; if to the Indenture Trustee, addressed
to U.S. Bank Trust National Association, 180 East Fifth ____________ St. Paul,
Minnesota 55101, Attention: Corporation Street, if to the Transferors, addressed
to Conseco Bank, Inc., 2825 E. Cottonwood Parkway, Suite 230, Salt Lake City,
Utah 84121 and Conseco Funding Corp., ________ or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.

         Section 10.05. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 10.06. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         Section 10.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Transferors and the Owner Trustee and its successors all as herein provided. Any
request, notice, direction, consent, waiver or other instrument or action by the
Transferors shall bind the successors and assigns of the Transferors.

         Section 10.08. Nonpetition Covenants. Notwithstanding any prior
termination of the Trust or this Agreement, the Owner Trustee (not in its
individual capacity) shall not at any time with respect to the Trust or the
Transferors, acquiesce, petition or otherwise invoke or cause the Trust or the
Transferors to invoke the process of any court or governmental authority for the
purpose of commencing or sustaining a case against the Trust or the Transferors
under any federal or state bankruptcy, insolvency or similar law or appointing a
receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Trust or the Transferors or any substantial part
of its property, or ordering the winding up or liquidation of the affairs of the
Trust or the Transferors; provided, however, that this Section 10.08 shall not
operate to preclude any remedy described in Article V of the Indenture.

         Section 10.09. No Recourse. The Owner by accepting the Certificate
acknowledges that the Certificate does not represent an interest in or
obligation of the Transferor, the Administrator, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof, and no recourse may be had against
such parties or their assets, or against the assets pledged under the Indenture,
except as expressly provided in the Transaction Documents.

         Section 10.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.12. Transferor Payment Obligation. The Transferors shall be
responsible for payment of the Administrator's fees under the Administration
Agreement (to the extent not paid pursuant

                                       17
<PAGE>

to Section 3.02 of the Administration Agreement) and shall reimburse the
Administrator for all expenses and liabilities of the Administrator incurred
thereunder.

         Section 10.13. Acceptance of Terms of Agreement. THE RECEIPT AND
ACCEPTANCE OF THE CERTIFICATE BY THE TRANSFERORS, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE TRANSFERORS OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND SHALL
CONSTITUTE THE AGREEMENT OF THE TRUST THAT THE TERMS AND PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE OWNER TRUST
AND THE TRANSFERORS.

         Section 10.14. Integration of Documents. This Agreement constitutes the
entire agreement of the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersedes all prior agreements relating to the
subject matter hereof and thereof.

                           [Signature Page to Follow]

                                       18
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.

                                     WILMINGTON TRUST COMPANY,
                                     as Owner Trustee



                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                     CONSECO BANK, INC.,
                                     as Transferor



                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                     CONSECO FINANCE CREDIT CARD FUNDING CORP.,
                                     as Transferor



                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:




          [Signature Page to Conseco Private Label Credit Card Master
                           Note Trust Trust Agreement]
<PAGE>

                                                                       EXHIBIT A

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE TRANSFERRED BY THE TRANSFERORS TO ANY PERSON.

               CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST

                                OWNER CERTIFICATE


R-1

(This Certificate does not represent an interest in or obligation of Conseco
Bank, Inc. or Conseco Finance Credit Card Funding Corp., or any of its
affiliates, except to the extent described below.)

         THIS CERTIFIES THAT Conseco Bank, Inc. and Conseco Finance Credit Card
Funding Corp. are the registered Owners of the Conseco Private Label Credit Card
Master Note Trust (the "Owner Trust").

         The Owner Trust was created pursuant to (i) the filing of the
Certificate of Trust with the Secretary of State of the State of Delaware and
(ii) the Conseco Private Label Credit Card Master Note Trust Trust Agreement,
dated as of [o], 2001 (the "Trust Agreement"), between Conseco Bank, Inc. and
Conseco Finance Credit Card Funding Corp. (collectively, the "Transferors") and
Wilmington Trust Company, as owner trustee (the "Owner Trustee"). To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement including as specified in
subsection 1.02(a).

         This Certificate is the duly authorized Certificate evidencing a
beneficial interest in the Owner Trust (herein called the "Certificate"). This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Transferors by
virtue of the acceptance hereof assent and by which the Transferors are bound.
The notes are issued under the Indenture, dated as of [o], 2001, between the
Owner Trust and U.S. Bank Trust National Association, the indenture trustee.

         Notwithstanding any prior termination of the Owner Trust or the Trust
Agreement, the Transferors, by their acceptance of this Certificate, covenant
and agree that they shall not at any time with respect to the Owner Trust
acquiesce, petition or otherwise invoke or cause the Owner Trust to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Owner Trust, under any federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect or
appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Owner Trust or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of the Owner Trust.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Certificate shall not entitle the Holder hereof to any benefit under the
Trust Agreement or any Transaction Document or be valid for any purpose.

         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE OWNER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

                                      A-1
<PAGE>

         IN WITNESS WHEREOF, the Owner Trust has caused this Certificate to be
duly executed.


                                     CONSECO PRIVATE LABEL CREDIT CARD
                                     MASTER NOTE TRUST

                                     By:  WILMINGTON TRUST COMPANY,
                                            not in its individual capacity but
                                            solely as Owner Trustee


Dated: [o], 2001                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is the Certificate referred to in the within-mentioned Trust
Agreement.



                                     WILMINGTON TRUST COMPANY,
                                     not in its individual capacity but
                                     solely as Owner Trustee



                                     By:
                                        ----------------------------------------
                                        Authorized Signatory

                                        or

                                     WILMINGTON TRUST COMPANY,
                                     not in its individual capacity but
                                     solely as Owner Trustee


                                     By:
                                        ----------------------------------------
                                        Authenticating Agent



                                     By:
                                        ----------------------------------------
                                        Authorized Signatory
<PAGE>

                                                            ANNEX 1 TO EXHIBIT A


Registered Owner and address:





Tax Identification Number:
<PAGE>

                                                                       EXHIBIT B

                             CERTIFICATE OF TRUST OF
               CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST



         THIS Certificate of Trust of Conseco Private Label Credit Card Master
Note Trust (the "Trust"), is being duly executed and filed by the undersigned,
as trustee, to form a business trust under the Delaware Business Trust Act (12
Del. C.ss.3801 et seq.) (the "Act").

         1. Name. The name of the business trust created hereby is Conseco
Private Label Credit Card Master Note Trust.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are Wilmington Trust Company, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust
Administration.

         3. Effective Date. This Certificate of Trust shall be effective _____.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.


                                     WILMINGTON TRUST COMPANY,
                                        not in its individual capacity
                                        but solely as Owner Trustee
                                        under a Trust Agreement dated as
                                        of _______


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title: