EXHIBIT 4.2


                                     FORM OF


                              AMENDED AND RESTATED
                                 TRUST AGREEMENT


                                     between


                               MELLON BANK, N.A.,
                                  as Depositor

                                       and

                           -------------------------,
                    not in its individual capacity but solely
                           as Eligible Lender Trustee



                          Dated as of __________, ____


<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

                              Definitions and Usage


                                   ARTICLE II

                                  Organization

SECTION 2.01.  Name............................................................1
SECTION 2.02.  Office..........................................................2
SECTION 2.03.  Purposes and Powers.............................................2
SECTION 2.04.  Appointment of Eligible Lender Trustee..........................2
SECTION 2.05.  Initial Capital Contribution of Trust Estate....................3
SECTION 2.06.  Declaration of Trust............................................3
SECTION 2.07.  Liability of the Certificateholders.............................3
SECTION 2.08.  Title to Trust Property.........................................4
SECTION 2.09.  Representations and Warranties of the Depositor.................4
SECTION 2.10.  Federal Income Tax Allocations..................................5


                                   ARTICLE III

                  Trust Certificates and Transfer of Interests

SECTION 3.01.  Initial Beneficial Ownership....................................6
SECTION 3.02.  The Trust Certificates..........................................6
SECTION 3.03.  Authentication of Trust Certificates............................6
SECTION 3.04.  Registration of Transfer and Exchange of Trust Certificates.....6
SECTION 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates.........7
SECTION 3.06.  Persons Deemed Owners...........................................8
SECTION 3.07.  Access to List of Certificateholders' Names and Addresses.......8
SECTION 3.08.  Maintenance of Office or Agency.................................8
SECTION 3.09.  Appointment of Certificate Paying Agent.........................8
SECTION 3.10.  Disposition by Depositor........................................9
SECTION 3.11.  Book-Entry Certificates.........................................9
SECTION 3.12.  Notices to Clearing Agency.....................................10
SECTION 3.13.  Definitive Certificates........................................10


                                   ARTICLE IV

                       Actions by Eligible Lender Trustee

SECTION 4.01.  Prior Notice to Certificateholders with Respect to
               Certain Matters................................................11
SECTION 4.02.  Action by Certificateholders with Respect to
               Certain Matters................................................11
SECTION 4.03.  Action by Certificateholders with Respect to Bankruptcy........12
SECTION 4.04.  Restrictions on Certificateholders' Power......................12
SECTION 4.05.  Majority Control...............................................12


                                    ARTICLE V

                   Application of Trust Funds; Certain Duties

SECTION 5.01.  Application of Trust Funds.....................................12
SECTION 5.02.  Method of Payment..............................................13
SECTION 5.03.  No Segregation of Moneys; No Interest..........................13
SECTION 5.04.  Accounting and Reports to the Noteholders, Certificateholders,
               the Internal Revenue Service and Others........................13
SECTION 5.05.  Signature on Returns; Tax Matters Partner......................14


                                   ARTICLE VI

                 Authority and Duties of Eligible Lender Trustee

SECTION 6.01.  General Authority..............................................14
SECTION 6.02.  General Duties.................................................15
SECTION 6.03.  Action Upon Instruction........................................15
SECTION 6.04.  No Duties Except as Specified in this Trust Agreement,
               the Sale and Servicing Agreement, or in Instructions...........16
SECTION 6.05.  No Action Except Under Specified Documents
               or Instructions................................................16
SECTION 6.06.  Restrictions.  ................................................17


                                   ARTICLE VII

                     Concerning the Eligible Lender Trustee

SECTION 7.01.  Acceptance of Trusts and Duties................................17
SECTION 7.02.  Furnishing of Documents........................................18
SECTION 7.03.  Representations and Warranties.................................18
SECTION 7.04.  Reliance; Advice of Counsel....................................19
SECTION 7.05.  Not Acting in Individual Capacity..............................19
SECTION 7.06.  Eligible Lender Trustee Not Liable for Trust Certificates
               or Financed Student Loans......................................20
SECTION 7.07.  Eligible Lender Trustee May Own Trust Certificates and
               Notes..........................................................20


                                  ARTICLE VIII

                     Compensation of Eligible Lender Trustee

SECTION 8.01.  Eligible Lender Trustee's Fees and Expenses....................21
SECTION 8.02.  Payments to the Eligible Lender Trustee........................21


                                   ARTICLE IX

                         Termination of Trust Agreement

SECTION 9.01.  Termination of Trust Agreement.................................21
SECTION 9.02.  Dissolution upon Insolvency of the Depositor...................22


                                    ARTICLE X

                     Successor Eligible Lender Trustees and
                       Additional Eligible Lender Trustees

SECTION 10.01.  Eligibility Requirements for Eligible Lender Trustee..........23
SECTION 10.02.  Resignation or Removal of Eligible Lender Trustee.............23
SECTION 10.03.  Successor Eligible Lender Trustee.............................24
SECTION 10.04.  Merger or Consolidation of Eligible Lender Trustee............25
SECTION 10.05.  Appointment of Co-Eligible Lender Trustee or Separate
                Eligible Lender Trustee.......................................25


                                   ARTICLE XI

                                  Miscellaneous

SECTION 11.01.  Supplements and Amendments....................................27
SECTION 11.02.  No Legal Title to Trust Estate in Certificateholders..........28
SECTION 11.03.  Limitations on Rights of Others...............................28
SECTION 11.04.  Notices.......................................................28
SECTION 11.05.  Severability. ................................................28
SECTION 11.06.  Separate Counterparts.........................................28
SECTION 11.07.  Successors and Assigns........................................29
SECTION 11.08.  No Petition...................................................29
SECTION 11.09.  No Recourse...................................................29
SECTION 11.10.  Headings......................................................29
SECTION 11.11.  Governing Law.................................................29


EXHIBIT A       Form of Certificate

<PAGE>

          [FORM OF] AMENDED AND RESTATED TRUST AGREEMENT (the "Trust Agreement")
dated as of ___________, ____, between MELLON BANK, N.A., a national banking
association, as Depositor, and ______________________________________, a
national banking association, not in its individual capacity but solely as
Eligible Lender Trustee, amending and restating that certain trust agreement
(the "Original Trust Agreement") dated as of ___________, ____, between the
parties hereto.

          WHEREAS the Original Trust Agreement was entered into as of
___________, ____;

          WHEREAS the Original Trust Agreement is hereby amended and restated in
its entirety as of ___________, ____, in order to make such changes and
modifications as are set forth herein; and

          WHEREAS, in connection therewith, the Depositor and the Eligible
Lender Trustee agree that the terms and provisions of the Original Trust
Agreement shall no longer have any force and effect with respect to any date on
or after the date as of which this Amended and Restated Trust Agreement is being
entered into (other than Section 4 thereof to the extent applicable to the
allocation of collections, Interest Subsidy Payments and Special Allowance
Payments accruing during any period prior to the Cutoff Date).

          NOW, THEREFORE, the Depositor and the Eligible Lender Trustee hereby
agree as follows:


                                    ARTICLE I

                              Definitions and Usage

          Capitalized terms used but not defined herein are defined in Appendix
A to the Sale and Servicing Agreement, which also contains rules as to
construction and usage that shall be applicable herein.


                                   ARTICLE II

                                  Organization

          SECTION 2.01. Name. The Trust created under the Original Trust
Agreement shall be known as "Mellon Student Loan Trust ____-_" in which name the
Eligible Lender Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued. The
Trust shall constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C.ss.ss.3801 et seq.(the "Business Trust Act")

          SECTION 2.02. Office. The office of the Trust shall be in care of the
Eligible Lender Trustee at its Corporate Trust Office or at such other address
as the Eligible Lender Trustee may designate by written notice to the holders of
the Trust Certificates and the Depositor.

          SECTION 2.03. Purposes and Powers. The purpose of the Trust is to
engage in the following activities:

          (i) to issue the Notes pursuant to the Indenture and the Trust
     Certificates pursuant to this Trust Agreement and to sell the Notes and the
     Trust Certificates in one or more transactions;

          (ii) with the proceeds of the sale of the Notes and the Trust
     Certificates, to purchase the Financed Student Loans and to fund the
     Pre-Funding Account pursuant to the Sale and Servicing Agreement;

          (iii) to assign, grant, transfer, pledge, mortgage and convey the
     Trust Estate pursuant to the Indenture and to hold, manage and distribute
     to the holders of the Trust Certificates pursuant to the terms of the Sale
     and Servicing Agreement any portion of the 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 Basic
     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

          (vi) subject to compliance with the Basic Documents, to engage in such
     other activities as may be required in connection with conservation of the
     Trust Estate and the making of distributions to the holders of the Trust
     Certificates, the holders of the Notes and the others specified in Section
     5.05 of the Sale and Servicing Agreement.

The 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 this Trust
Agreement or the other Basic Documents.

          SECTION 2.04. Appointment of Eligible Lender Trustee. The Depositor
hereby appoints the Eligible Lender Trustee as trustee of the Trust effective as
of the date hereof, to have all the rights, powers and duties set forth herein.

          ___________________________ is appointed the initial Delaware Trustee.
The Delaware Trustee shall not have any of the powers or duties of the Eligible
Lender Trustee or of a trustee generally set forth herein, except as required
under the Delaware Business Trust Act. The Delaware Trustee shall be a trustee
hereunder for the sole and limited purpose of fulfilling the requirements of
Section 3807(a) of the Delaware Business Trust Act.

          SECTION 2.05. Initial Capital Contribution of Trust Estate. Pursuant
to the Original Trust Agreement, the Depositor has sold, assigned, transferred,
conveyed and set over to the Eligible Lender Trustee, as of the date thereof,
the sum of $10.00. The Eligible Lender Trustee hereby acknowledges receipt in
trust from the Depositor, as of the date thereof, of the foregoing contribution,
which shall constitute the initial Trust Estate and shall be deposited in the
Collection Account. The Depositor shall pay the organizational expenses of the
Trust as they may arise or shall, upon the request of the Eligible Lender
Trustee, promptly reimburse the Eligible Lender Trustee for any such expenses
paid by the Eligible Lender Trustee.

          SECTION 2.06. Declaration of Trust. The Eligible Lender Trustee hereby
declares that it will hold the Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the holders of the Trust
Certificates, subject to the obligations of the Trust under the other Basic
Documents. It is the intention of the parties hereto that the Trust constitute a
business trust under the Business Trust Act and that this Trust Agreement
constitute the governing instrument of such trust. It is the intention of the
parties hereto that, solely for income and franchise tax purposes, the Trust
shall be treated as a partnership, with the assets of the partnership being the
Financed Student Loans and other assets held by the Trust, the partners of the
partnership being the holders of the Trust Certificates (including the Depositor
in its capacity as recipient of distributions from the Reserve Account), and the
Notes being debt of the partnership. The parties agree that, unless otherwise
required by appropriate tax authorities, the Trust will file or cause to be
filed annual or other necessary returns, reports and other forms consistent with
the characterization of the Trust as a partnership for such tax purposes.
Effective as of the date hereof, the Eligible Lender Trustee shall have all
rights, powers and duties set forth herein with respect to accomplishing the
purposes of the Trust.

          SECTION 2.07. Liability of the Certificateholders. (a) The Depositor
shall be liable directly to and will indemnify the injured party for all losses,
claims, damages, liabilities and expenses of the Trust (including Expenses, to
the extent not paid out of the Trust Estate) to the extent that the Depositor
would be liable if the Trust were a partnership under the Delaware Revised
Uniform Limited Partnership Act in which the Depositor were a general partner;
provided, however, that the Depositor shall not be liable for any losses
incurred by a holder of the Trust Certificates or a Certificate Owner in the
capacity of an investor in the Trust Certificates or a holder of the Notes or a
Note Owner in the capacity of an investor in the Notes. In addition, any third
party creditors of the Trust (other than in connection with the obligations
described in the preceding sentence for which the Depositor shall not be liable)
shall be deemed third party beneficiaries of this paragraph. The obligations of
the Depositor under this paragraph shall be evidenced by the Trust Certificates
described in Section 3.10, which shall be deemed to be separate classes of Trust
Certificates from all other Trust Certificates issued by the Trust; provided
that the rights and obligations evidenced by all Trust Certificates, regardless
of class, except as provided in this Section, shall be identical.

          (b) No holder of a Trust Certificate, other than to the extent set
forth in paragraph (a) with respect to the Depositor, shall have any personal
liability for any liability or obligation of the Trust.

          SECTION 2.08. Title to Trust Property. Legal title to all the Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Trust Estate to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in the Eligible Lender Trustee, a co-trustee and/or
a separate trustee, as the case may be; provided that, legal title to the
Financed Student Loans shall be vested at all times in the Eligible Lender
Trustee on behalf of the Trust.

          SECTION 2.09. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Eligible Lender Trustee that:

          (a) The Depositor is duly organized and validly existing as a national
     banking association in good standing under the laws of the United States of
     America, with power and authority to own its properties and to conduct its
     business as such properties are currently owned and such business is
     presently conducted.

          (b) The Depositor has the corporate power and authority to execute and
     deliver this Trust Agreement and to carry out its terms; the Depositor has
     full corporate power and authority to sell and assign the property to be
     sold and assigned to and deposited with the Trust (or with the Eligible
     Lender Trustee on behalf of the Trust) and the Depositor has duly
     authorized such sale and assignment and deposit to the Trust (or to the
     Eligible Lender Trustee on behalf of the Trust) by all necessary corporate
     action; and the execution, delivery and performance of this Trust Agreement
     has been duly authorized by the Depositor by all necessary corporate
     action.

          (c) This Trust Agreement constitutes a legal, valid and binding
     obligation of the Depositor enforceable in accordance with its terms,
     subject to applicable bankruptcy, insolvency, reorganization and similar
     laws relating to creditors' rights generally or the rights of creditors of
     banks the deposit accounts of which are insured by the FDIC and subject to
     general principles of equity.

          (d) The consummation of the transactions contemplated by this Trust
     Agreement and the fulfillment of the terms hereof do not conflict with,
     result in any breach of any of the terms and provisions of, or constitute
     (with or without notice or lapse of time or both) a default under, the
     articles of association or by-laws of the Depositor, or any indenture,
     agreement or other instrument to which the Depositor is a party or by which
     it is bound; nor result in the creation or imposition of any Lien upon any
     of its properties pursuant to the terms of any such indenture, agreement or
     other instrument (other than pursuant to the Basic Documents); nor violate
     any law or, to the Depositor's knowledge, any order, rule or regulation
     applicable to the Depositor of any court or of any Federal or state
     regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Depositor or its properties.

          SECTION 2.10. FEDERAL INCOME TAX ALLOCATIONS. Net income of the Trust
with respect to any Loan Group for any Collection Period as determined for
Federal income tax purposes (and each item of income, gain, loss and deduction
entering into the computation thereof) shall be allocated:

          (a) among the holders of the Trust Certificates as of the close of
     business on the last day of such Collection Period, in proportion to their
     ownership of principal amount of Trust Certificates on such date, an amount
     of net income up to the sum of (i) the portion of the Certificateholders'
     Interest Distribution Amount and the Certificateholders' Interest Index
     Carryover if any, for the related Distribution Date allocable to such
     Collection Period, (ii) interest on the excess, if any, of the
     Certificateholders' Interest Distribution Amount for the preceding
     Distribution Date over the amount in respect of interest that is actually
     distributed to such holders of the Trust Certificates on such preceding
     Distribution Date, to the extent permitted by law, at the Certificate Rate
     for such Collection Period and (iii) the portion of the market discount on
     the Financed Student Loans accrued during such quarter that is allocable to
     the excess, if any, of the initial aggregate principal amount of the Trust
     Certificates over their initial aggregate issue price; and

          (b) to the Depositor, to the extent of any remaining net income.

If the net income of the Trust for any month is insufficient for the allocations
described in clause (a) above, subsequent net income shall first be allocated to
make up such shortfall before being allocated as provided in the preceding
sentence. Net losses of the Trust if any, for any month as determined for
Federal income tax purposes (and each item of income, gain, loss and deduction
entering into the computation thereof) shall be allocated to the Depositor to
the extent the Depositor is reasonably expected to bear the economic burden of
such net losses, and any remaining net losses shall be allocated among the
remaining holders of the Trust Certificates as of the close of business on the
last day of such month in proportion to their ownership of principal amount of
Trust Certificates on such Record Date. The Depositor is authorized to modify
the allocations in this paragraph if necessary or appropriate, in its sole
discretion, for the allocations to fairly reflect the economic income, gain or
loss to the Depositor or to the holders of the Trust Certificates, or as
otherwise required by the Code.


                                   ARTICLE III

                  Trust Certificates and Transfer of Interests

          SECTION 3.01. Initial Beneficial Ownership. Upon the formation of the
Trust by the contribution by the Depositor pursuant to Section 2.05 and until
the issuance of the Trust Certificates, the Depositor shall be the sole
beneficial owner of the Trust.

          SECTION 3.02. The Trust Certificates. The Trust Certificates shall be
issued in denominations of $1,000 or in integral multiples of $1,000 in excess
thereof; provided, however, that the Trust Certificates issued to the Depositor
pursuant to Section 3.10 may be issued in such denomination as to include any
residual amount. The Trust Certificates shall be in the form of Exhibit A hereto
and shall be executed on behalf of the Trust by manual or facsimile signature of
an authorized officer of the Eligible Lender Trustee. Trust Certificates 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
Trust, shall be valid and binding obligations of the Trust, notwithstanding that
such individuals or any of them shall have ceased to be so authorized prior to
the authentication and delivery of such Trust Certificates or did not hold such
offices at the date of authentication and delivery of such Trust Certificates.

          SECTION 3.03. Authentication of Trust Certificates. Concurrently with
the initial sale of the Financed Student Loans to the Trust pursuant to the Sale
and Servicing Agreement, the Eligible Lender Trustee shall cause the Trust
Certificates in an aggregate principal amount equal to the Initial Certificate
Balance to be executed on behalf of the Trust, authenticated and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president or any vice president, without further action by the Depositor, in
authorized denominations. No Trust Certificate shall entitle its holder to any
benefit under this Trust Agreement, or shall be valid for any purpose, unless
there shall appear on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Eligible
Lender Trustee or ___________________________________, as the Eligible Lender
Trustee's authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Trust Certificate shall have been duly
authenticated and delivered hereunder. All Trust Certificates shall be dated the
date of their authentication. No further Trust Certificates shall be issued
except pursuant to Section 3.04, 3.05 or 3.13 hereunder.

          SECTION 3.04. Registration of Transfer and Exchange of Trust
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Eligible
Lender Trustee shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. The Eligible
Lender Trustee shall be the initial Certificate Registrar.

          Upon surrender for registration of transfer of any Trust Certificate
at the office or agency maintained pursuant to Section 3.08, the Eligible Lender
Trustee shall execute, authenticate and deliver (or shall cause
___________________________________, as its authenticating agent to authenticate
and deliver), in the name of the designated transferee or transferees, one or
more new Trust Certificates in authorized denominations of a like aggregate
amount dated the date of authentication by the Eligible Lender Trustee or any
authenticating agent. At the option of a holder of the Trust Certificates, Trust
Certificates may be exchanged for other Trust Certificates of authorized
denominations of a like aggregate amount upon surrender of the Trust
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.08.

          Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Eligible Lender Trustee and the Certificate Registrar
duly executed by the holder of the Trust Certificates or his attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Certificate Registrar, which
requirements include membership or participation in Security Transfer Agent's
Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the Certificate Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act. Each Trust Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Eligible Lender Trustee in accordance with its
customary practice.

          No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Eligible Lender Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer or
exchange of Trust Certificates.

          The preceding provisions of this Section notwithstanding, the Eligible
Lender Trustee shall not be required to make and the Certificate Registrar need
not register transfers or exchanges of Trust Certificates for a period of 15
days preceding any Distribution Date with respect to the Trust Certificates.

          The Trust Certificates and any beneficial interest in such Trust
Certificates may not be acquired by (a) an employee benefit plan (as defined in
Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA,
(b) an individual retirement account described in Section 408(a) of the Code or
(c) any entity whose underlying assets include plan assets by reason of a plan's
investment in the entity (each, a "Benefit Plan"). By accepting and holding a
Trust Certificate or an interest therein, the holder of the Trust Certificates
thereof or Certificate Owner thereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.

          SECTION 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If (a) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Trust Certificate, and (b)
there shall be delivered to the Certificate Registrar and the Eligible Lender
Trustee such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Trust Certificate shall
have been acquired by a bona fide purchaser, the Eligible Lender Trustee on
behalf of the Trust shall execute and the Eligible Lender Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Certificate, a new Trust Certificate of the same
class in authorized denominations of like aggregate amount. In connection with
the issuance of any new Trust Certificate under this Section, the Eligible
Lender Trustee and the Certificate Registrar 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 Trust Certificate issued pursuant to this
Section shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Certificate shall be found at any time.

          SECTION 3.06. Persons Deemed Owners. Prior to due presentation of a
Trust Certificate for registration of transfer, the Eligible Lender Trustee or
the Certificate Registrar and any agent of any thereof may treat the Person in
whose name any Trust Certificate shall be registered in the Certificate Register
as the owner of such Trust Certificate for the purpose of receiving
distributions pursuant to Section 5.01 and for all other purposes whatsoever,
and neither the Eligible Lender Trustee, the Certificate Registrar nor any agent
of any thereof shall be bound by any notice to the contrary.

          SECTION 3.07. Access to List of Certificateholders' Names and
Addresses. The Eligible Lender Trustee shall furnish or cause to be furnished to
the Depositor, within 15 days after receipt by the Eligible Lender Trustee of a
request therefor from the Depositor in writing, a list, in such form as the
Depositor may reasonably require, of the names and addresses of the holders of
the Trust Certificates as of the most recent Record Date. If three or more
holders of the Trust Certificates or one or more holders of the Trust
Certificates evidencing not less than 25% of the Certificate Balance apply in
writing to the Eligible Lender Trustee, and such application states that the
applicants desire to communicate with other holders of the Trust Certificates
with respect to their rights under this Trust Agreement or under the Trust
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Eligible Lender Trustee
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of the
holders of the Trust Certificates. Upon receipt of any such application, the
Eligible Lender Trustee will promptly notify the Depositor by providing a copy
of such application and a copy of the list of the holders of the Trust
Certificates produced in response thereto. Each holder of the Trust
Certificates, by receiving and holding a Trust Certificate, shall be deemed to
have agreed not to hold any of the Depositor, the Certificate Registrar or the
Eligible Lender Trustee accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

          SECTION 3.08. Maintenance of Office or Agency. The Eligible Lender
Trustee shall maintain in the Borough of Manhattan, The City of New York, an
office or offices or agency or agencies where Trust Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Eligible Lender Trustee in respect of the Trust
Certificates and the other Basic Documents may be served. The Eligible Lender
Trustee initially designates _________________________________________________,
as its principal Corporate Trust Office. The Eligible Lender Trustee hereby
designates ___________________, as the initial authenticating agent (the
"Authenticating Agent") to act on its behalf. The Eligible Lender Trustee's New
York office and the Authenticating Agent's office are located at
_______________________________________, Attention: ________________. The
Eligible Lender Trustee shall give prompt written notice to the Depositor and to
the holders of the Trust Certificates of any change in the location of the
Certificate Register or any such office or agency.

          SECTION 3.09. Appointment of Certificate Paying Agent. The Certificate
Paying Agent shall make distributions to the holders of the Trust Certificates
from the amounts received from the Indenture Trustee out of the Trust Accounts
pursuant to Section 5.01 and shall report the amounts of such distributions to
the Eligible Lender Trustee. Any Certificate Paying Agent shall have the
revocable power to receive such funds from the Indenture Trustee for the purpose
of making the distributions referred to above. The Eligible Lender Trustee may
revoke such power and remove the Certificate Paying Agent if the Eligible Lender
Trustee determines in its sole discretion that the Certificate Paying Agent
shall have failed to perform its obligations under this Trust Agreement in any
material respect. The Certificate Paying Agent shall initially be the Eligible
Lender Trustee, and any co-paying agent chosen by the Eligible Lender Trustee,
and acceptable to the Administrator (which consent shall not be unreasonably
withheld). The Eligible Lender Trustee shall be permitted to resign as
Certificate Paying Agent upon 30 days' written notice to the Administrator. In
the event that the Eligible Lender Trustee shall no longer be the Certificate
Paying Agent, the Eligible Lender Trustee, shall appoint a successor to act as
Certificate Paying Agent (which shall be a bank or trust company). The Eligible
Lender Trustee shall cause such successor Certificate Paying Agent or any
additional Certificate Paying Agent appointed by the Eligible Lender Trustee to
execute and deliver to the Eligible Lender Trustee an instrument in which such
successor Certificate Paying Agent or additional Certificate Paying Agent shall
agree with the Eligible Lender Trustee that as Certificate Paying Agent, such
successor Certificate Paying Agent or additional Certificate Paying Agent will
hold all sums, if any, held by it for payment to the holders of the Trust
Certificates in trust for the benefit of the holders of the Trust Certificates
entitled thereto until such sums shall be paid to such holders of the Trust
Certificates. The Certificate Paying Agent shall return all unclaimed funds to
the Eligible Lender Trustee and upon removal of a Certificate Paying Agent such
Certificate Paying Agent shall also return all funds in its possession to the
Eligible Lender Trustee. The provisions of Sections 7.01, 7.03, 7.04, 7.05 and
8.01 shall apply to the Eligible Lender Trustee also in its role as Certificate
Paying Agent, for so long as the Eligible Lender Trustee shall act as
Certificate Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this Trust Agreement to the
Certificate Paying Agent shall include any co-paying agent unless the context
requires otherwise.

          SECTION 3.10. Disposition by Depositor. On and after the Closing Date,
the Depositor shall retain beneficial and record ownership of Trust Certificates
representing at least 1% of the Certificate Balance. Any attempted transfer of
any Trust Certificate that would reduce such interest of the Depositor below 1%
of the Certificate Balance shall be void. The Eligible Lender Trustee shall
cause any Trust Certificate issued to the Depositor on the Closing Date (and any
Trust Certificate issued in exchange therefor) to contain a legend stating "THIS
CERTIFICATE IS NONTRANSFERABLE".

          SECTION 3.11. Book-Entry Certificates. The Trust Certificates, upon
original issuance, will be issued in the form of a typewritten Trust Certificate
or Trust Certificates representing Book-Entry Certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Trust; provided, however, that one Definitive Certificate (as defined below)
may be issued to the Depositor pursuant to Section 3.10. Such Book-Entry
Certificate or Book-Entry Certificates shall initially be registered on the
Certificate Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner (other than the Depositor) will
receive a Definitive Certificate representing such Certificate Owner's interest
in such Trust Certificate, except as provided in Section 3.13. Unless and until
definitive, fully registered Trust Certificates (the "Definitive Certificates")
have been issued to Certificate Owners pursuant to Section 3.13:

          (i) the provisions of this Section shall be in full force and effect;

          (ii) the Certificate Registrar and the Eligible Lender Trustee shall
     be entitled to deal with the Clearing Agency for all purposes of this Trust
     Agreement (including the payment of principal of and interest on the Trust
     Certificates and the giving of instructions or directions hereunder) as the
     sole holder of the Trust Certificates and shall have no obligation to the
     Certificate Owners;

          (iii) to the extent that the provisions of this Section conflict with
     any other provisions of this Trust Agreement, the provisions of this
     Section shall control;

          (iv) the rights of Certificate Owners shall be exercised only through
     the Clearing Agency and shall be limited to those established by law and
     agreements between such Certificate Owners and the Clearing Agency and/or
     the Clearing Agency Participants. Pursuant to the Certificate Depository
     Agreement, unless and until Definitive Certificates are issued pursuant to
     Section 3.13, the initial Clearing Agency will make book-entry transfers
     among the Clearing Agency Participants and receive and transmit payments of
     principal of and interest on the Trust Certificates to such Clearing Agency
     Participants; and

          (v) whenever this Trust Agreement requires or permits actions to be
     taken based upon instructions or directions of the holders of the Trust
     Certificates evidencing a specified percentage of the Certificate Balance,
     the Clearing Agency shall be deemed to represent such percentage only to
     the extent that it has received instructions to such effect from
     Certificate Owners and/or Clearing Agency Participants owning or
     representing, respectively, such required percentage of the beneficial
     interest in the Trust Certificates and has delivered such instructions to
     the Eligible Lender Trustee.

          SECTION 3.12. Notices to Clearing Agency. Whenever a notice or other
communication to the holders of the Trust Certificates is required under this
Trust Agreement, unless and until Definitive Certificates shall have been issued
to Certificate Owners pursuant to Section 3.13, the Eligible Lender Trustee
shall give all such notices and communications specified herein to be given to
the holders of the Trust Certificates to the Clearing Agency, and shall have no
obligations to the Certificate Owners.

          SECTION 3.13. Definitive Certificates. If (i) the Administrator
advises the Eligible Lender Trustee in writing that the Clearing Agency is no
longer willing or able to discharge properly its responsibilities with respect
to the Trust Certificates, and the Administrator is unable to locate a qualified
successor, (ii) the Administrator at its option advises the Eligible Lender
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default, a Master
Servicer Default or an Administrator Default, Certificate Owners representing
beneficial interests aggregating at least a majority of the Certificate Balance
advise the Clearing Agency (which shall then notify the Eligible Lender Trustee)
in writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interest of the Certificate Owners, then the
Eligible Lender Trustee shall cause the Clearing Agency to notify all
Certificate Owners of the occurrence of any such event and of the availability
of the Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Eligible Lender Trustee of the typewritten Trust Certificate or
Trust Certificates representing the Book-Entry Certificates by the Clearing
Agency, accompanied by registration instructions, the Eligible Lender Trustee
shall execute and authenticate the Definitive Certificates in accordance with
the instructions of the Clearing Agency. Neither the Certificate Registrar nor
the Eligible Lender Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Eligible
Lender Trustee shall recognize the registered holders of the Definitive
Certificates as the holders of the Trust Certificates. The Definitive
Certificates shall, at the expense of the Depositor, be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Eligible Lender Trustee, as evidenced by its execution thereof.


                                   ARTICLE IV

                       Actions by Eligible Lender Trustee

          SECTION 4.01. Prior Notice to Certificateholders with Respect to
Certain Matters. With respect to the following matters, the Eligible Lender
Trustee shall not take action unless at least 30 days before the taking of such
action, the Eligible Lender Trustee shall have notified the holders of the Trust
Certificates in writing of the proposed action and the holders of the Trust
Certificates shall not have notified the Eligible Lender Trustee in writing
prior to the 30th day after such notice is given that such holders of the Trust
Certificates have withheld consent or provided alternative direction:

          (a) the initiation of any material claim or lawsuit by the Trust
     (except claims or lawsuits brought in connection with the collection of the
     Financed Student Loans) and the compromise of any material action, claim or
     lawsuit brought by or against the Trust (except with respect to the
     aforementioned claims or lawsuits for collection of Financed Student
     Loans);

          (b) the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any holder of the Notes is required;

          (c) the amendment of the Indenture by a supplemental indenture in
     circumstances where the consent of any holder of the Notes is not required
     and such amendment materially adversely affects the interest of the holders
     of the Trust Certificates;

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

          (e) the appointment pursuant to the Indenture of a successor Note
     Registrar, Certificate Paying Agent or Indenture Trustee or pursuant to
     this Trust Agreement of a successor Certificate Registrar, or the consent
     to the assignment by the Note Registrar, Certificate Paying Agent or
     Indenture Trustee or Certificate Registrar of its obligations under the
     Indenture or this Trust Agreement, as applicable.

          SECTION 4.02. Action by Certificateholders with Respect to Certain
Matters. The Eligible Lender Trustee shall not have the power, except upon the
direction of the holders of the Trust Certificates, to (a) remove the Master
Servicer or the Administrator under the Sale and Servicing Agreement pursuant to
Section 8.01 thereof or (b) except as expressly provided in the Basic Documents,
sell the Financed Student Loans after the termination of the Indenture. The
Eligible Lender Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the holders of the Trust
Certificates.

          SECTION 4.03. Action by Certificateholders with Respect to Bankruptcy.
The Eligible Lender Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all holders of the Trust Certificates and the delivery to the
Eligible Lender Trustee by each such holder of the Trust Certificates of a
certificate certifying that such holder of the Trust Certificates reasonably
believes that the Trust is insolvent.

          SECTION 4.04. Restrictions on Certificateholders' Power. The holders
of the Trust Certificates shall not direct the Eligible Lender Trustee to take
or refrain from taking any action if such action or inaction would be contrary
to any obligations of the Trust or the Eligible Lender Trustee under the Higher
Education Act or this Trust Agreement or any of the other Basic Documents or
would be contrary to Section 2.03 nor shall the Eligible Lender Trustee be
permitted to follow any such direction, if given.

          SECTION 4.05. Majority Control. Except as expressly provided herein,
any action that may be taken by the holders of the Trust Certificates under this
Trust Agreement may be taken by the holders of Trust Certificates evidencing not
less than a majority of the sum of the Certificate Balances. Except as expressly
provided herein, any written notice of the holders of the Trust Certificates
delivered pursuant to this Trust Agreement shall be effective if signed by
holders of the Trust Certificates evidencing not less than a majority of the
Certificate Balance at the time of the delivery of such notice.


                                    ARTICLE V

                   Application of Trust Funds; Certain Duties

          SECTION 5.01. Application of Trust Funds. (a) On each Distribution
Date, the Eligible Lender Trustee will distribute to holders of the
Certificates, on a pro rata basis, amounts received from the Indenture Trustee
pursuant to Sections 5.05 and 5.06 of the Sale and Servicing Agreement on such
Distribution Date.

          (b) On each Distribution Date, the Eligible Lender Trustee shall send
     to each holder of the Trust Certificates the statement provided to the
     Eligible Lender Trustee by the Administrator pursuant to Section 5.07 of
     the Sale and Servicing Agreement on such Distribution Date.

          (c) In the event that any withholding tax is imposed on the Trust's
     payment (or allocations of income) to a holder of the Trust Certificates,
     such tax shall reduce the amount otherwise distributable to such holder in
     accordance with this Section. The Eligible Lender Trustee is hereby
     authorized and directed to retain from amounts otherwise distributable to
     the holders of the Trust Certificates sufficient funds for the payment of
     any tax that is legally owed by the Trust (but such authorization shall not
     prevent the Eligible Lender Trustee from contesting any such tax in
     appropriate proceedings, and withholding payment of such tax, if permitted
     by law, pending the outcome of such proceedings). The amount of any
     withholding tax imposed with respect to a holder of the Trust Certificates
     shall be treated as cash distributed to such holder of the Trust
     Certificates at the time it is withheld by the Trust to be remitted to the
     appropriate taxing authority. If there is a possibility that withholding
     tax is payable with respect to a distribution (such as a distribution to a
     non-U.S. holder of the Trust Certificates), the Eligible Lender Trustee in
     its sole discretion may (but unless otherwise required by law shall be
     obligated to) withhold such amounts in accordance with this paragraph (c).
     In the event that a holder of the Trust Certificates wishes to apply for a
     refund of any such withholding tax, the Eligible Lender Trustee shall
     reasonably cooperate with such holder in making such claim so long as such
     holder of the Trust Certificates agrees to reimburse the Eligible Lender
     Trustee for any out-of-pocket expenses incurred.

          SECTION 5.02. Method of Payment. Subject to Section 9.01(c),
distributions required to be made to the holders of the Trust Certificates on
any Distribution Date shall be made to each such holder of record on the
preceding Record Date either by wire transfer, in immediately available funds,
to the account of such holder at a bank or other entity having appropriate
facilities therefor, if such holder shall have provided to the Certificate
Registrar appropriate written instructions signed by two authorized officers, if
any, at least five Business Days prior to such Distribution Date and such
holder's Trust Certificates in the aggregate evidence a denomination of not less
than $1,000,000, or, if not, by check mailed to such holder at the address of
such holder appearing in the Certificate Register; provided, however, that,
unless Definitive Certificates have been issued pursuant to Section 3.13, with
respect to Trust Certificates registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
distributions will be made by wire transfer in immediately available funds to
the account designated by such nominee. Notwithstanding the foregoing, the final
distribution in respect of any Trust Certificate (whether on its Final Maturity
Date or otherwise) will be payable only upon presentation and surrender of such
Trust Certificate at the Corporate Trust Office of the Eligible Lender Trustee
or such other location specified in writing to the holder thereof.

          SECTION 5.03. No Segregation of Moneys; No Interest. Subject to
Section 5.01, moneys received by the Eligible Lender Trustee hereunder need not
be segregated in any manner, except to the extent required by law or the Sale
and Servicing Agreement and may be deposited under such general conditions as
may be prescribed by law, and the Eligible Lender Trustee shall not be liable
for any interest thereon.

          SECTION 5.04. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Eligible Lender
Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on
a calendar year basis on the accrual method of accounting, (b) deliver to each
holder of the Trust Certificates (and to each Person who was a holder of the
Trust Certificates at any time during the applicable calendar year), as may be
required by the Code and applicable Treasury Regulations, such information as
may be required (including Schedule K-1) to enable each such holder of the Trust
Certificates to prepare its Federal and state income tax returns, (c) file such
tax returns relating to the Trust (including a partnership information return,
Internal Revenue Service Form 1065), and make such elections as may from time to
time be required or appropriate under any applicable state or Federal statute or
rule or regulation thereunder so as to maintain the Trust's characterization as
a partnership for Federal income tax purposes, (d) cause such tax returns to be
signed in the manner required by law and (e) collect or cause to be collected
any withholding tax as described in and in accordance with Section 5.01(c) with
respect to income or distributions to the holders of the Trust Certificates. The
Eligible Lender Trustee shall elect under Section 1278 of the Code to include in
income currently any market discount that accrues with respect to the Financed
Student Loans. The Eligible Lender Trustee shall not make the election provided
under Section 754 of the Code.

          SECTION 5.05. Signature on Returns; Tax Matters Partner. (a) The
Eligible Lender Trustee shall sign on behalf of the Trust the tax returns of the
Trust, unless applicable law requires a holder of the Trust Certificates to sign
such documents, in which case such documents shall be signed by the Depositor.

          (b) The Depositor shall be designated the "tax matters partner" of the
     Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
     Regulations.


                                   ARTICLE VI

                 Authority and Duties of Eligible Lender Trustee

          SECTION 6.01. General Authority. The Eligible Lender Trustee is
authorized and directed to execute and deliver the Basic Documents to which the
Trust is to be a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party, in each case, in such form as the Depositor shall approve as evidenced
conclusively by the Eligible Lender Trustee's execution thereof, and, on behalf
of the Trust, to direct the Indenture Trustee to authenticate and deliver Notes
in the aggregate principal amount of $____________________. The Eligible Lender
Trustee is also authorized and directed on behalf of the Trust (i) to acquire
and hold legal title to the Financed Student Loans from the Depositor and (ii)
to take all actions required pursuant to Section 4.02(c) of the Sale and
Servicing Agreement, and otherwise follow the direction of and cooperate with
the Administrator in submitting, pursuing and collecting any claims to and with
the Department with respect to any Interest Subsidy Payments and Special
Allowance Payments relating to the Financed Federal Loans.

          In addition to the foregoing, the Eligible Lender Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust pursuant to the Basic Documents. The Eligible Lender Trustee is further
authorized from time to time to take such action as the Administrator directs or
instructs with respect to the Basic Documents and is directed to take such
action to the extent that the Administrator is expressly required pursuant to
the Basic Documents to cause the Eligible Lender Trustee to act.

          SECTION 6.02. General Duties. It shall be the duty of the Eligible
Lender Trustee to discharge (or cause to be discharged) all its responsibilities
pursuant to the terms of this Trust Agreement and the other Basic Documents to
which the Trust is a party and to administer the Trust in the interest of the
holders of the Trust Certificates, subject to and in accordance with the
provisions of this Trust Agreement and the other Basic Documents. Without
limiting the foregoing, the Eligible Lender Trustee shall on behalf of the Trust
file and prove any claim or claims that may exist on behalf of the Trust against
the Depositor in connection with any claims paying procedure as part of an
insolvency or a receivership proceeding involving the Depositor. Notwithstanding
the foregoing, the Eligible Lender Trustee shall be deemed to have discharged
its duties and responsibilities hereunder and under the other Basic Documents to
the extent the Administrator has agreed in the Administration Agreement to
perform any act or to discharge any duty of the Eligible Lender Trustee
hereunder or under any other Basic Document, and the Eligible Lender Trustee
shall not be held liable for the default or failure of the Administrator to
carry out its obligations under the Administration Agreement. Except as
expressly provided in the Basic Documents, the Eligible Lender Trustee shall
have no obligation to administer, service or collect the Financed Student Loans
or to maintain, monitor or otherwise supervise the administration, servicing or
collection of the Financed Student Loans.

          SECTION 6.03. Action Upon Instruction. (a) Subject to Article IV,
Section 7.01 and in accordance with the terms of the Basic Documents, the
holders of the Trust Certificates may by written instruction direct the Eligible
Lender Trustee in the management of the Trust. Such direction may be exercised
at any time by written instruction of the holders of the Trust Certificates
pursuant to Article IV.

          (b) The Eligible Lender Trustee shall not be required to take any
     action hereunder or under any other Basic Document if the Eligible Lender
     Trustee shall have reasonably determined, or shall have been advised by
     counsel, that such action is likely to result in liability on the part of
     the Eligible Lender Trustee or is contrary to the terms hereof or of any
     other Basic Document or is otherwise contrary to law.

          (c) Whenever the Eligible Lender Trustee is unable to determine the
     appropriate course of action between alternative courses of action
     permitted or required by the terms of this Trust Agreement or under any
     other Basic Document, the Eligible Lender Trustee shall promptly give
     notice (in such form as shall be appropriate under the circumstances) to
     the holders of the Trust Certificates requesting instruction as to the
     course of action to be adopted, and to the extent the Eligible Lender
     Trustee acts in good faith in accordance with any written instruction of
     the holders of the Trust Certificates received, the Eligible Lender Trustee
     shall not be liable on account of such action to any Person. If the
     Eligible Lender Trustee shall not have received appropriate instruction
     within 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 this Trust Agreement or the other
     Basic Documents, as it shall deem to be in the best interests of the
     holders of the Trust Certificates, and shall have no liability to any
     Person for such action or inaction.

          (d) In the event that the Eligible Lender Trustee is unsure as to the
     application of any provision of this Trust Agreement or any other Basic
     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 Trust Agreement permits any determination by the
     Eligible Lender Trustee or is silent or is incomplete as to the course of
     action that the Eligible Lender Trustee is required to take with respect to
     a particular set of facts, the Eligible Lender Trustee may give notice (in
     such form as shall be appropriate under the circumstances) to the holders
     of the Trust Certificates requesting instruction and, to the extent that
     the Eligible Lender Trustee acts or refrains from acting in good faith in
     accordance with any such instruction received, the Eligible Lender Trustee
     shall not be liable, on account of such action or inaction, to any Person.
     If the Eligible Lender Trustee shall not have received appropriate
     instruction within 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 this Trust Agreement
     or the other Basic Documents, as it shall deem to be in the best interests
     of the holders of the Trust Certificates, and shall have no liability to
     any Person for such action or inaction.

          SECTION 6.04. No Duties Except as Specified in this Trust Agreement,
the Sale and Servicing Agreement, or in Instructions. The Eligible Lender
Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, service, dispose of or otherwise deal with
the Trust Estate, or to otherwise take or refrain from taking any action under,
or in connection with, any document contemplated hereby to which the Eligible
Lender Trustee is a party, except as expressly provided by the terms of this
Trust Agreement, the Sale and Servicing Agreement, or in any document or written
instruction received by the Eligible Lender Trustee pursuant to Section 6.03;
and no implied duties or obligations shall be read into this Trust Agreement or
any other Basic Document against the Eligible Lender Trustee. The Eligible
Lender 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 Commission filing for the Trust or to record
this Trust Agreement or any other Basic Document. The Eligible Lender Trustee
and the Delaware Trustee each severally and not jointly, 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 Trust Estate that result
from actions by, or claims against, ___________________, in its individual
capacity or as the Eligible Lender Trustee or against _________________, in its
individual capacity or as Delaware Trustee, as applicable, that are not related
to the ownership or the administration of the Trust Estate.

          SECTION 6.05. No Action Except Under Specified Documents or
Instructions. The Eligible Lender Trustee shall not manage, control, use, sell,
service, dispose of or otherwise deal with any part of the Trust Estate except
(i) in accordance with the powers granted to and the authority conferred upon
the Eligible Lender Trustee pursuant to this Trust Agreement, (ii) in accordance
with the other Basic Documents to which it is a party and (iii) in accordance
with any document or instruction delivered to the Eligible Lender Trustee
pursuant to Section 6.03.

          SECTION 6.06. Restrictions. The Eligible Lender Trustee and the
Delaware Trustee shall not take any action (a) that is inconsistent with the
purposes of the Trust set forth in Section 2.03 or (b) that, to the actual
knowledge of the Eligible Lender Trustee or the Delaware Trustee, would result
in the Trust's becoming taxable as a corporation for Federal income tax
purposes. The holders of the Trust Certificates shall not direct the Eligible
Lender Trustee or the Delaware Trustee to take action that would violate the
provisions of this Section.


                                   ARTICLE VII

                     Concerning the Eligible Lender Trustee

          SECTION 7.01. Acceptance of Trusts and Duties. The Eligible Lender
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 Trust
Agreement. The Eligible Lender Trustee also agrees to disburse all moneys
actually received by it constituting part of the Trust Estate upon the terms of
this Trust Agreement and the other Basic Documents. The Eligible Lender Trustee
shall not be answerable or accountable hereunder or under any other Basic
Document under any circumstances, except (i) for its own willful misconduct or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.03 expressly made by the Eligible Lender
Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

          (a) the Eligible Lender Trustee shall not be liable for any error of
     judgment made by a responsible officer of the Eligible Lender Trustee;

          (b) the Eligible Lender Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it in accordance with the
     direction or instructions of the Administrator or any holder of the Trust
     Certificates;

          (c) subject to Section 7.07 hereof, no provision of this Trust
     Agreement or any other Basic Document shall require the Eligible Lender
     Trustee to expend or risk funds or otherwise incur any financial liability
     in the performance of any of its rights or powers hereunder or under any
     other Basic Document, if the Eligible Lender 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 Eligible Lender Trustee be liable
     for indebtedness evidenced by or arising under any of the Basic Documents,
     including the principal of and interest on the Notes;

          (e) the Eligible Lender Trustee shall not be responsible for or in
     respect of the validity or sufficiency of this Trust Agreement or for the
     due execution hereof by the Depositor or for the form, character,
     genuineness, sufficiency, value or validity of any of the Trust Estate or
     for or in respect of the validity or sufficiency of the Basic Documents,
     other than the certificate of authentication on the Trust Certificates, and
     the Eligible Lender Trustee shall in no event assume or incur any
     liability, duty, or obligation to any holder of the Notes or to any holder
     of the Trust Certificates, other than as expressly provided for herein and
     in the other Basic Documents;

          (f) subject to Section 7.07 hereof, the Eligible Lender Trustee shall
     not be liable for the action or inaction, default or misconduct of the
     Administrator, the Seller, the Indenture Trustee or the Master Servicer
     under any of the other Basic Documents or otherwise and the Eligible Lender
     Trustee shall have no obligation or liability to perform the obligations of
     the Trust under this Trust Agreement, or the other Basic Documents that are
     required to be performed by the Administrator under the Sale and Servicing
     Agreement, or the Administration Agreement, the Indenture Trustee under the
     Indenture or the Master Servicer under the Sale and Servicing Agreement;
     and

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

          SECTION 7.02. Furnishing of Documents. The Eligible Lender Trustee
shall furnish to the holders of the Trust Certificates promptly upon receipt of
a written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Eligible Lender Trustee under the Basic Documents.

          SECTION 7.03. Representations and Warranties. The Eligible Lender
Trustee hereby represents and warrants to the Depositor, for the benefit of the
holders of the Trust Certificates, that:

          (a) It is a ________________ banking association duly organized and
     validly existing in good standing under the laws of ______________ and
     having an office located within the State of New York. It has all requisite
     corporate power and authority to execute, deliver and perform its
     obligations under this Trust Agreement.

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

          (c) Neither the execution nor the delivery by it of this Trust
     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 state law, governmental rule or
     regulation governing the banking or trust powers of the Eligible Lender
     Trustee or any judgment or order binding on it, or constitute any default
     under its charter documents or by-laws or any indenture, mortgage,
     contract, agreement or instrument to which it is a party or by which any of
     its properties may be bound.

          (d) It is an "eligible lender" as such term is defined in Section
     435(d) of the Higher Education Act, for purposes of holding legal title to
     the Financed Student Loans as contemplated by this Trust Agreement and the
     other Basic Documents, has obtained a lender identification number with
     respect to the Trust from the Department and has in effect a Guarantee
     Agreement with each of the Guarantors with respect to the Financed Student
     Loans.

          SECTION 7.04. Reliance; Advice of Counsel (a) The Eligible Lender
Trustee shall incur no liability to anyone in acting upon any signature,
instrument, direction, notice, resolution, request, consent, order, certificate,
report, opinion, bond, or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Eligible
Lender 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
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 Eligible Lender Trustee may
for all purposes hereof 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 Eligible Lender 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 Trust Agreement or
     the other Basic Documents, the Eligible Lender Trustee (i) may act directly
     or through its agents or attorneys pursuant to agreements entered into with
     any of them, and the Eligible Lender 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 Eligible Lender 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
     Eligible Lender Trustee shall not be liable for anything done, suffered or
     omitted in good faith by it in accordance with the written opinion or
     advice of any such counsel, accountants or other such persons and not
     contrary to this Trust Agreement or any other Basic Document.

          SECTION 7.05. Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created
______________________________, acts solely as Eligible Lender Trustee hereunder
and not in its individual capacity and all Persons having any claim against the
Eligible Lender Trustee by reason of the transactions contemplated by this Trust
Agreement or any other Basic Document shall look only to the Trust Estate for
payment or satisfaction thereof.

          Notwithstanding any other provision in this Trust Agreement or the
other Basic Documents, nothing in this Trust Agreement or the other Basic
Documents shall be construed to limit the legal responsibility of the Eligible
Lender Trustee or the Indenture Trustee to the U.S. Secretary of Education or a
Guarantor for any violations of statutory or regulatory requirements that may
occur with respect to loans held by the Eligible Lender Trustee or the Indenture
Trustee, pursuant to or to otherwise comply with their obligations under the
Higher Education Act or implementing regulations.

          SECTION 7.06. Eligible Lender Trustee Not Liable for Trust
Certificates or Financed Student Loans. The recitals contained herein and in the
Trust Certificates (other than the signature and countersignature of the
Eligible Lender Trustee on the Trust Certificates) shall be taken as the
statements of the Depositor and the Eligible Lender Trustee assumes no
responsibility for the correctness thereof. The Eligible Lender Trustee makes no
representations as to the validity or sufficiency of this Trust Agreement, the
Trust Certificates or any other Basic Document (other than the signature and
countersignature of the Eligible Lender Trustee on the Trust Certificates) or
the Notes, or of any Financed Student Loan or related documents. Subject to
Section 7.07 hereof, the Eligible Lender Trustee shall at no time have any
responsibility (or liability except for willfully or negligently terminating or
allowing to be terminated any of the Guarantee Agreements, in a case where the
Eligible Lender Trustee knows of any facts or circumstances which will or could
reasonably be expected to result in any such termination) for or with respect to
the legality, validity, enforceability and eligibility for Guarantee Payments,
federal reinsurance, Interest Subsidy Payments or Special Allowance Payments, as
applicable, of any Financed Student Loan, or for or with respect to the
sufficiency of the Trust Estate or its ability to generate the payments to be
distributed to holders of the Trust Certificates under this Trust Agreement or
the holders of the Notes under the Indenture, including: the existence and
contents of any computer or other record of any Financed Student Loan; the
validity of the assignment of any Financed Student Loan to the Eligible Lender
Trustee on behalf of the Trust; the completeness of any Financed Student Loan;
the performance or enforcement (except as expressly set forth in any Basic
Document) of any Financed Student Loan; the compliance by the Depositor or the
Master Servicer with any warranty or representation made under any Basic
Document or in any related document or the accuracy of any such warranty or
representation or any action or inaction of the Administrator, the Indenture
Trustee or the Master Servicer or any Sub-Servicer taken in the name of the
Eligible Lender Trustee.

          SECTION 7.07. Eligible Lender Trustee May Own Trust Certificates and
Notes The Eligible Lender Trustee in its individual or any other capacity may
become the owner or pledgee of Trust Certificates or Notes and may deal with the
Depositor, the Administrator, the Indenture Trustee and the Master Servicer in
banking transactions with the same rights as it would have if it were not
Eligible Lender Trustee.


                                  ARTICLE VIII

                     Compensation of Eligible Lender Trustee

          SECTION 8.01. Eligible Lender Trustee's Fees and Expenses. The
Eligible Lender Trustee shall receive as compensation for its services hereunder
such fees as have been separately agreed upon before the date hereof between the
Depositor and the Eligible Lender Trustee, and the Eligible Lender Trustee shall
be entitled to be reimbursed by the Depositor, to the extent provided in such
separate agreement, for its other reasonable expenses hereunder.

          SECTION 8.02. Payments to the Eligible Lender Trustee. Any amounts
paid to the Eligible Lender Trustee pursuant to Section 8.01 hereof or pursuant
to Section 6.03 or 6.04 of the Sale and Servicing Agreement shall be deemed not
to be a part of the Trust Estate immediately after such payment.


                                   ARTICLE IX

                         Termination of Trust Agreement

          SECTION 9.01. Termination of Trust Agreement. (a) This Trust Agreement
(other than Article VIII) and the Trust shall terminate and be of no further
force or effect upon the earlier of (i) the final distribution by the Eligible
Lender Trustee of all moneys or other property or proceeds of the Trust Estate
in accordance with the terms of the Indenture, the Sale and Servicing Agreement
and Article V, and (ii) the time provided in Section 9.02. The bankruptcy,
liquidation, dissolution, death or incapacity of any holder of the Trust
Certificates, other than the Depositor as described in Section 9.02, shall not
(x) operate to terminate this Trust Agreement or the Trust, nor (y) entitle such
holder'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 Trust or Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.

          (b) Except as provided in Section 9.01(a), neither the Depositor nor
     any holder of the Trust Certificates shall be entitled to revoke or
     terminate the Trust.

          (c) Notice of any termination of the Trust, specifying the
     Distribution Date upon which the holders of the Trust Certificates shall
     surrender their Trust Certificates to the Certificate Paying Agent for
     payment of the final distribution and cancellation, shall be given promptly
     by the Eligible Lender Trustee by letter to the holders of the Trust
     Certificates mailed within five Business Days of receipt of notice of such
     termination from the Administrator given pursuant to Section 9.01(d) of the
     Sale and Servicing Agreement, stating (i) the Distribution Date upon which
     final payment of the Trust Certificates shall be made upon presentation and
     surrender of the Trust Certificates at the office of the Certificate Paying
     Agent therein designated, (ii) the amount of any such final payment and
     (iii) that the Record Date otherwise applicable to such Distribution Date
     is not applicable, payments being made only upon presentation and surrender
     of the Trust Certificates at the office of the Certificate Paying Agent
     therein specified. The Eligible Lender Trustee shall give such notice to
     the Certificate Registrar (if other than the Eligible Lender Trustee) and
     the Certificate Paying Agent at the time such notice is given to the
     holders of the Trust Certificates. Upon presentation and surrender of the
     Trust Certificates, the Certificate Paying Agent shall cause to be
     distributed to the holders of the Trust Certificates amounts distributable
     to such holders on such Distribution Date pursuant to Section 5.01.

          In the event that all the holders of the Trust Certificates shall not
surrender their Trust Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Eligible Lender
Trustee shall give a second written notice to the remaining holders of the Trust
Certificates to surrender their Trust Certificates for cancellation and receive
the final distribution with respect thereto. If within one year after the second
notice all the Trust Certificates shall not have been surrendered for
cancellation, the Eligible Lender Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining holders of
the Trust Certificates concerning surrender of their Trust Certificates, and the
cost thereof shall be paid out of the funds and other assets that shall remain
subject to this Trust Agreement. Any funds remaining in the Trust after
exhaustion of such remedies and no later than five years after the first such
notice shall be distributed by the Eligible Lender Trustee to the Depositor.

          SECTION 9.02. DISSOLUTION UPON INSOLVENCY OF THE DEPOSITOR.. In the
event that an Insolvency Event shall occur with respect to the Depositor, this
Agreement shall be terminated in accordance with Section 9.01 90 days after the
date of such Insolvency Event, unless, before the end of such 90-day period, the
Eligible Lender Trustee shall have received written instructions from the
holders of the Trust Certificates (other than the Depositor) representing more
than 50% of the Certificate Balance (not including the principal amount of Trust
Certificates held by the Depositor), to the effect that each such party
disapproves of the liquidation of the Financed Student Loans and termination of
the Trust, in which event the Trust shall continue in accordance with the Basic
Documents. Promptly after the occurrence of any Insolvency Event with respect to
the Depositor, (i) the Depositor shall give the Indenture Trustee and the
Eligible Lender Trustee written notice of such Insolvency Event, (ii) the
Eligible Lender Trustee shall, upon the receipt of such written notice from the
Depositor, give prompt written notice to the holders of the Trust Certificates
and the Indenture Trustee, of the occurrence of such event and (iii) the
Indenture Trustee shall, upon receipt of written notice of such Insolvency Event
from the Eligible Lender Trustee or the Depositor, give prompt written notice to
the holders of the Notes of the occurrence of such event; PROVIDED, HOWEVER,
that any failure to give a notice required by this sentence shall not prevent or
delay, in any manner, a termination of the Trust pursuant to the first sentence
of this Section 9.02. Upon a termination pursuant to this Section, the Eligible
Lender Trustee shall direct the Indenture Trustee promptly to sell the assets of
the Trust (other than the Trust Accounts) in a commercially reasonable manner
and on commercially reasonable terms.


                                    ARTICLE X

                     Successor Eligible Lender Trustees and
                       Additional Eligible Lender Trustees

          SECTION 10.01. Eligibility Requirements for Eligible Lender Trustee.
The Eligible Lender Trustee shall at all times be a corporation or association
(i) qualifying as an "eligible lender" as such term is defined in Section 435(d)
of the Higher Education Act for purposes of holding legal title to the Financed
Student Loans on behalf of the Trust, with a valid lender identification number
with respect to the Trust from the Department; (ii) being authorized to exercise
corporate trust powers and hold legal title to the Financed Student Loans; (iii)
having in effect Guarantee Agreements with each of the Guarantors; (iv) having a
combined capital and surplus of at least $50,000,000 and being subject to
supervision or examination by Federal or state authorities; (v) incorporated or
authorized to do business in the State of New York or which is a national bank
having an office located within the State of New York; and (vi) having (or
having a parent which has) a rating of [at least Baa3 by Moody's and at least
BBB by S&P]. If the Eligible Lender Trustee 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 the Eligible Lender Trustee shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Eligible Lender Trustee or the
Delaware Trustee, as the case may be, shall cease to be eligible in accordance
with the provisions of this Section, in the case of the Eligible Lender Trustee,
or Section 3807(a) of the Delaware Business Trust Act, in the case of the
Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the
case may be, shall resign immediately in the manner and with the effect
specified in Section 10.02.

          SECTION 10.02. Resignation or Removal of Eligible Lender Trustee. The
Eligible Lender Trustee and the Delaware Trustee may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Administrator. Upon receiving such notice of resignation, the Administrator
shall promptly appoint a successor Eligible Lender Trustee or Delaware Trustee,
as the case may be, meeting the eligibility requirements of Section 10.01 (or in
the case of the Delaware Trustee, meeting the requirements of Section 3807(a) of
the Delaware Business Trust Act) by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Eligible Lender Trustee
or the Delaware Trustee, as the case may be, and one copy to the successor
Eligible Lender Trustee or the Delaware Trustee, as the case may be. If no
successor Eligible Lender Trustee or Delaware Trustee, as the case may be, shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Eligible Lender Trustee or
Delaware Trustee, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor Eligible Lender Trustee or
Delaware Trustee, as the case may be; provided, however, that such right to
appoint or to petition for the appointment of any such successor shall in no
event relieve the resigning Eligible Lender Trustee or Delaware Trustee, as the
case may be, from any obligations otherwise imposed on it under the Basic
Documents until such successor has in fact assumed such appointment.

          If at any time the Eligible Lender Trustee or the Delaware Trustee, as
the case may be, shall cease to be eligible in accordance with the provisions of
Section 10.01 (or the Delaware Trustee shall cease to satisfy the requirements
of Section 3807(a) of the Delaware Business Trust Act) and shall fail to resign
after written request therefor by the Administrator, or if at any time an
Insolvency Event with respect to the Eligible Lender Trustee or the Delaware
Trustee, as the case may be, shall have occurred and be continuing, then the
Administrator may remove the Eligible Lender Trustee or the Delaware Trustee, as
the case may be. If the Administrator shall remove the Eligible Lender Trustee
or the Delaware Trustee, as the case may be, under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Eligible Lender Trustee or Delaware Trustee, as the case may be, by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Eligible Lender Trustee or Delaware Trustee, as the
case may be, so removed and one copy to the successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, and payment of all fees owed to the
outgoing Eligible Lender Trustee or Delaware Trustee, as the case may be.

          Any resignation or removal of the Eligible Lender Trustee or the
Delaware Trustee, as the case may be, and appointment of a successor Eligible
Lender Trustee or Delaware Trustee, as the case may be, pursuant to any of the
provisions of this Section shall not become effective until acceptance of
appointment by the successor Eligible Lender Trustee or Delaware Trustee, as the
case may be, pursuant to Section 10.03 and payment of all fees and expenses owed
to the outgoing Eligible Lender Trustee or Delaware Trustee, as the case may be.
The Administrator shall provide notice of such resignation or removal of the
Eligible Lender Trustee or Delaware Trustee, as the case may be, to each of the
Rating Agencies.

          SECTION 10.03. Successor Eligible Lender Trustee. Any successor
Eligible Lender Trustee or Delaware Trustee, appointed pursuant to Section 10.02
shall execute, acknowledge and deliver to the Administrator and to its
predecessor Eligible Lender Trustee or Delaware Trustee, as the case may be, an
instrument accepting such appointment under this Trust Agreement, and thereupon
the resignation or removal of the predecessor Eligible Lender Trustee or
Delaware Trustee, as the case may be, shall become effective and such successor
Eligible Lender Trustee or Delaware Trustee, as the case may be, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Trust Agreement,
with like effect as if originally named as Eligible Lender Trustee or Delaware
Trustee, as the case may be. The predecessor Eligible Lender Trustee or Delaware
Trustee, as the case may be, shall upon payment of its fees and expenses deliver
to the successor Eligible Lender Trustee or Delaware Trustee, as the case may
be, all documents, statements, moneys and properties held by it under this Trust
Agreement and shall assign, if permissible, to the successor Eligible Lender
Trustee or Delaware Trustee, as the case may be, the lender identification
number obtained from the Department on behalf of the Trust; and the
Administrator and the predecessor Eligible Lender Trustee or Delaware Trustee,
as the case may be, 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 Eligible Lender Trustee or Delaware Trustee, as the
case may be, all such rights, powers, duties and obligations.

          No successor Eligible Lender Trustee or Delaware Trustee, as the case
may be, shall accept appointment as provided in this Section unless at the time
of such acceptance such successor Eligible Lender Trustee or Delaware Trustee,
as the case may be, shall be eligible pursuant to Section 10.01 (or in the case
of the Delaware Trustee, satisfy the requirements of Section 3807(a) of the
Delaware Business Trust Act).

          Upon acceptance of appointment by a successor Eligible Lender Trustee
or Delaware Trustee, as the case may be, pursuant to this Section, the
Administrator shall mail notice of the successor of such Eligible Lender Trustee
or Delaware Trustee, as the case may be, to all holders of the Trust
Certificates, the Indenture Trustee, all holders of the Notes and the Rating
Agencies. If the Administrator shall fail to mail such notice within 10 days
after acceptance of appointment by the successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, the successor Eligible Lender Trustee or
Delaware Trustee, as the case may be, shall cause such notice to be mailed at
the expense of the Administrator.

          SECTION 10.04. Merger or Consolidation of Eligible Lender Trustee. Any
corporation into which the Eligible Lender Trustee or Delaware Trustee, as the
case may be, 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 Eligible Lender Trustee or Delaware Trustee, as the case may be, shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Eligible Lender Trustee or Delaware Trustee, as the case
may be, shall, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, be the successor of the Eligible Lender Trustee or Delaware
Trustee, as the case may be, hereunder; provided that such corporation shall be
eligible pursuant to Section 10.01 (or in the case of the Delaware Trustee,
satisfy the requirements of Section 3807(a) of the Delaware Business Trust Act);
provided further that the Eligible Lender Trustee or Delaware Trustee, as the
case may be, shall mail notice of such merger or consolidation to the Rating
Agencies.

          SECTION 10.05. Appointment of Co-Eligible Lender Trustee or Separate
Eligible Lender Trustee Notwithstanding any other provisions of this Trust
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust may at the time be located, the
Administrator and the Eligible Lender Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Eligible Lender Trustee, meeting the eligibility
requirements of clauses (i) through (iii) of Section 10.01, to act as
co-trustee, jointly with the Eligible Lender Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust Estate, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Eligible Lender
Trustee may consider necessary or desirable. If the Administrator shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, the Eligible Lender Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee under this Trust Agreement shall
be required to meet the terms of eligibility as a successor trustee pursuant to
clauses (iv) and (v) of Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

          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 Eligible Lender Trustee shall be conferred upon and exercised or
     performed by the Eligible Lender 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 Eligible Lender
     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 Eligible Lender 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 Trust or any portion
     thereof in any such jurisdiction) shall be exercised and performed singly
     by such separate trustee or co-trustee, solely at the direction of the
     Eligible Lender Trustee;

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

          (iii) the Administrator and the Eligible Lender 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 Eligible Lender
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 Trust
Agreement and the conditions of this Article. 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 Eligible Lender Trustee or separately, as may be provided therein,
subject to all the provisions of this Trust Agreement, specifically including
every provision of this Trust Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the Eligible Lender Trustee. Each
such instrument shall be filed with the Eligible Lender Trustee and a copy
thereof given to the Administrator.

          Any separate trustee or co-trustee may at any time appoint the
Eligible Lender Trustee as 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 Trust 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 its estates, properties, rights, remedies and trusts shall vest in
and be exercised by the Eligible Lender Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.01. Supplements and Amendments. This Trust Agreement may be
amended by the Depositor and the Eligible Lender Trustee, with prior written
notice to the Rating Agencies, without the consent of any of the holders of the
Notes or the holders of the Trust Certificates, to cure any ambiguity, to
correct or supplement any provisions in this Trust Agreement or for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions in this Trust Agreement or of modifying in any manner the rights of
the holders of the Notes or the holders of the Trust Certificates; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any holder of any
Class of Notes or holder of the Trust Certificates.

          This Trust Agreement may also be amended from time to time by the
Depositor and the Eligible Lender Trustee, with prior written notice to the
Rating Agencies, (i) with the consent of the Controlling Noteholders evidencing
not less than a majority of the Outstanding Amount of the Controlling Notes and
(ii) with the consent of the holders of the Trust Certificates evidencing not
less than a majority of the Certificate Balance for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Trust Agreement or of modifying in any manner the rights of the holders of
any Class of Notes or the holders of the Trust Certificates; provided, however,
that no such amendment shall (a) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on Financed
Student Loans or distributions that shall be required to be made for the benefit
of the holders of any Class of Notes or the holders of any class of Trust
Certificates or (b) reduce the aforesaid percentage of the Outstanding Amount of
the Controlling Notes and the Certificate Balances required to consent to any
such amendment, without the consent of all the outstanding Controlling
Noteholders and holders of the Trust Certificates.

          Promptly after the execution of any such amendment or consent, the
Eligible Lender Trustee shall furnish written notification of the substance of
such amendment or consent to each holder of the Trust Certificates, the
Indenture Trustee and each of the Rating Agencies.

          It shall not be necessary for the consent of the holders of the Trust
Certificates, the holders of any class of Notes or the Indenture Trustee
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of the holders of the Trust Certificates provided for in this Trust
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by holders of the Trust Certificates shall be subject to
such reasonable requirements as the Eligible Lender Trustee may prescribe.

          Prior to the execution of any amendment to this Trust Agreement, the
Eligible Lender Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Trust Agreement. The Eligible Lender Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Eligible Lender
Trustee's own rights, duties or immunities under this Trust Agreement or
otherwise.

          SECTION 11.02. No Legal Title to Trust Estate in Certificateholders.
The holders of the Trust Certificates shall not have legal title to any part of
the Trust Estate. The holders of the Trust Certificates shall be entitled to
receive distributions with respect to their undivided beneficial ownership
interest therein only in accordance with Articles V and IX. No transfer, by
operation of law or otherwise, of any right, title, or interest of the holders
of the Trust Certificates to and in their beneficial ownership interest in the
Trust Estate shall operate to terminate this Trust 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 Trust Estate.

          SECTION 11.03. Limitations on Rights of Others. Except for Section
2.07, the provisions of this Trust Agreement are solely for the benefit of the
Eligible Lender Trustee, the Depositor, the holders of the Trust Certificates,
the Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the holders of the Notes, and nothing in this Trust Agreement (other
than Section 2.07), whether express or implied, shall be construed to give to
any other Person any legal or equitable right, remedy or claim in the Trust
Estate or under or in respect of this Trust Agreement or any covenants,
conditions or provisions contained herein.

          SECTION 11.04. Notices. (a) 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
Eligible Lender Trustee shall be deemed given only upon actual receipt by the
Eligible Lender Trustee), if to the Eligible Lender Trustee, addressed to its
Corporate Trust Office; if to the Depositor, addressed to
________________________________ _______________________, Attention:
____________________________________________, or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.

          (b) Any notice required or permitted to be given to a holder of the
     Trust Certificates shall be given by first-class mail, postage prepaid, at
     the address of such holder as shown in the Certificate Register. Any notice
     so mailed within the time prescribed in this Trust Agreement shall be
     conclusively presumed to have been duly given, whether or not such holder
     receives such notice.

          SECTION 11.05. Severability. Any provision of this Trust 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 11.06. Separate Counterparts. This Trust 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 11.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor and its successors, the Eligible Lender Trustee and its successors,
each holder of the Trust Certificates and its successors and permitted assigns,
all as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a holder of the Trust Certificates shall bind the
successors and assigns of such holder.

          SECTION 11.08. No Petition. (a) The Depositor will not at any time
institute against the Trust any bankruptcy proceedings under any United States
Federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificates, the Notes, this Trust Agreement or any of
the other Basic Documents.

          (b) The Eligible Lender Trustee (not in its individual capacity but
     solely as Eligible Lender Trustee), by entering into this Trust Agreement,
     each holder of the Trust Certificates, by accepting a Trust Certificate,
     and the Indenture Trustee and each holder of the Notes by accepting the
     benefits of this Trust Agreement, hereby covenant and agree that they will
     not at any time institute against the Depositor or the Trust, or join in
     any institution against the Depositor or the Trust of, any bankruptcy,
     reorganization, arrangement, insolvency, receivership or liquidation
     proceedings, or other proceedings under any United States Federal or state
     bankruptcy or similar law in connection with any obligations relating to
     the Trust Certificates, the Notes, this Trust Agreement or any of the other
     Basic Documents.

          SECTION 11.09. No Recourse. Each holder of the Trust Certificates by
accepting a Trust Certificate acknowledges that such holder's Trust Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Seller, the Master Servicer, the Administrator, the
Eligible Lender Trustee, the Indenture Trustee or any Affiliate thereof or any
officer, director or employee of any thereof and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Trust Agreement, the Trust Certificates or the other Basic
Documents.

          SECTION 11.10. 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 11.11. 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.

<PAGE>

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


                                        _____________________________________,
                                        not in its individual capacity but
                                        solely as Eligible Lender Trustee,


                                        By:
                                        Name:
                                        Title:

                                        MELLON BANK, N.A.,
                                        Depositor,

                                        By:
                                        Name:
                                        Title:

Acknowledged and accepted as of the day
and year first above written:

_________________________________,
as Delaware Trustee

By: ______________________________
Name:
Title:

<PAGE>

                                                                       EXHIBIT A
                                                          TO THE TRUST AGREEMENT


                           [FORM OF TRUST CERTIFICATE]

                       SEE REVERSE FOR CERTAIN DEFINITIONS

          Unless this Trust Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to the Issuer (as defined below) or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.

          THIS TRUST CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN (AS DEFINED BELOW). THIS CERTIFICATE IS NOT GUARANTEED OR INSURED
BY ANY GOVERNMENTAL AGENCY.

          [THIS TRUST CERTIFICATE IS NONTRANSFERABLE.](1)

_______________
(1)  To be included only on the Certificates issued to the Depositor and any
     Certificates issued in exchange therefor.

          NUMBER:
                                  $___________
          CUSIP NO.


                        MELLON STUDENT LOAN TRUST ____-_

                     FLOATING RATE ASSET BACKED CERTIFICATE


          evidencing a fractional undivided interest in the Trust, as defined
          below, the property of which includes a pool of law school, medical
          school, dental school, graduate business school and other graduate
          school student loans sold to the Trust by Mellon Bank, N.A.

          (This Trust Certificate does not represent an interest in or
          obligation of Mellon Bank, N.A., the Eligible Lender Trustee (as
          defined below), the Delaware Trustee (as defined below) or any of
          their respective affiliates, except to the extent described below.)

<PAGE>

          THIS CERTIFIES THAT ____________________________________ is the
registered owner of _______________ dollars nonassessable, fully-paid,
fractional undivided interest in the Mellon Student Loan Trust ____-_ (the
"Trust"), a statutory business trust formed under the laws of the State of
Delaware by Mellon Bank, N.A., a national banking association (the "Seller").
The Trust was created pursuant to a Trust Agreement dated as of _______________,
____, as amended and restated as of _______________, ____ (the "Trust
Agreement"), between the Seller and ___________________________, a national
banking association, not in its individual capacity but solely as eligible
lender trustee on behalf of the Trust (the "Eligible Lender Trustee") and
pursuant to which ___________________ serves as Delaware Trustee (the "Delaware
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in Appendix A to the Sale and
Servicing Agreement (the "Sale and Servicing Agreement") dated as of
_______________, ____, among the Trust, the Eligible Lender Trustee, the Seller,
Mellon Bank, N.A., as master servicer (the "Master Servicer"), and Mellon Bank,
N.A., as administrator (the "Administrator"); such Appendix A also contains
rules as to usage that shall be applicable herein.

          This Certificate is one of the duly authorized Certificates designated
as "Floating Rate Asset Backed Certificates" (herein called the "Trust
Certificates"). Issued under the Indenture dated as of _______________, ____,
between the Trust and ___________________, as Indenture Trustee, are Notes
designated as "Floating Rate Asset Backed Notes" (the "Notes"). This Trust
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the holder of this
Trust Certificate by virtue of the acceptance hereof assents and by which such
holder is bound. The property of the Trust includes a pool of undergraduate and
graduate school student loans (the "Financed Student Loans"), all moneys paid
thereunder on or after _______________, ____ (or, in the case of Financed
Student Loans that constitute Additional Student Loans, on or after the
respective Subsequent Cutoff Dates), certain bank accounts and the proceeds
thereof and certain other rights under the Trust Agreement and the Sale and
Servicing Agreement and all proceeds of the foregoing. The rights of the holders
of the Trust Certificates to the assets of the Trust are subordinated to the
rights of the holders of the Notes, as set forth in the Sale and Servicing
Agreement.

          Under the Trust Agreement, to the extent of funds available therefor,
interest on the Certificate Balance of this Trust Certificate at the Certificate
Rate for this Trust Certificate, and principal and certain other amounts will be
distributed on the twenty-fifth day of each _____, _____, _____ and _____ (or,
if such twenty-fifth day is not a Business Day, the next succeeding Business
Day) (each a "Distribution Date"), commencing on _________, ___ to the person in
whose name this Trust Certificate is registered at the close of business on the
twenty-sixth day of the calendar month in which such Distribution Date occurs
(the "Record Date"), in each case to the extent of such holder's fractional
undivided interest in the amount or amounts to be distributed to the holders of
the Trust Certificates on such Distribution Date pursuant to the Sale and
Servicing Agreement.

          The Trust Certificates may be paid in part, in certain circumstances
on a pro rata basis among all holders of Securities, on _______________, ____,
to the extent the Subsequent Pool Pre-Funded Amount is greater than $10,000,000
as of the Special Determination Date after giving effect to the purchase of any
Subsequent Pool Student Loans on such date.

          Each holder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate from
Available Funds and amounts on deposit in the Reserve Account are subordinated
to the rights of the holders of the Notes as described in the Sale and Servicing
Agreement and the Indenture.

          It is the intent of the Seller, the Master Servicer, the
Administrator, the holders of the Trust Certificates and the Certificate Owners
that, for purposes of Federal income, state and local income and franchise and
any other income taxes, the Trust will be treated as a partnership and the
holders of the Trust Certificates (including the Depositor in its capacity as
recipient of distributions from the Reserve Account) will be treated as partners
in that partnership. The Depositor and the other holders of the Trust
Certificates by acceptance of a Trust Certificate (and the Certificate Owners by
acceptance of a beneficial interest in a Trust Certificate), agree to treat, and
to take no action inconsistent with the treatment of, the Trust Certificates for
such tax purposes as partnership interests in the Trust.

          Each holder of a Trust Certificate or Certificate Owner, by its
acceptance of a Trust Certificate or, in the case of a Certificate Owner, a
beneficial interest in a Trust Certificate, covenants and agrees that such
holder or Certificate Owner, as the case may be, will not at any time institute
against the Seller or the Trust, or join in any institution against the Seller
or the Trust of, any bankruptcy, reorganization, arrangement, insolvency,
receivership or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificates, the Notes, the Trust Agreement
or any of the other Basic Documents.

          The Trust Certificates do not represent an obligation of, or an
interest in, the Seller, the Master Servicer, the Administrator, the Eligible
Lender Trustee or any affiliates of any of them, and no recourse may be had
against such parties or their assets, except as may be expressly set forth or
contemplated herein, in the Trust Agreement or in the other Basic Documents. In
addition, this Trust Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Financed Student Loans, all as more specifically set forth in the
Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement
and the Trust Agreement may be examined during normal business hours at the
principal office of the Seller, and at such other places, if any, designated by
the Seller, by any holder of the Trust Certificates upon request.

          The Trust Certificates (including any beneficial interests therein)
may not be acquired by or for the account of (i) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) an individual retirement account described in Section 408(a) of
the Internal Revenue Code of 1986, as amended, or (iii) any entity whose
underlying assets include plan assets by reason of a plan's investment in the
entity (each, a "Benefit Plan"). By accepting and holding this Trust
Certificate, the Holder hereof shall be deemed to have represented and warranted
that it is not a Benefit Plan.

          This Trust 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 parties hereunder shall be
determined in accordance with such laws.

          Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Eligible Lender Trustee or its
authenticating agent, by manual signature, this Trust Certificate shall not
entitle the holder hereof to any benefit under the Trust Agreement or the Sale
and Servicing Agreement or be valid for any purpose.

          IN WITNESS WHEREOF, the Eligible Lender Trustee on behalf of the Trust
and not in its individual capacity has caused this Trust Certificate to be duly
executed as of the date set forth below.

                                        MELLON STUDENT LOAN TRUST ____-_

                                        By:  _________________________________,
                                             not in its individual capacity but
                                             solely as Eligible Lender Trustee,

                                        By:  _________________________________
                                             Authorized Signatory

Date: _______________, ____

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned Trust
Agreement.


                                        _________________________________, not
                                        in its individual capacity but solely as
                                        Eligible Lender Trustee,

                                        By: ___________________________________
                                                    Authorized Signatory


                                        [OR

                                        _________________________________, not
                                        in its individual capacity but solely as
                                        Eligible Lender Trustee,

                                        By:  _________________________________,
                                             as Authenticating Agent,

                                        By: ___________________________________
                                                    Authorized Signatory

Date: _______________, ____

<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE



(Please print or type name and address, including postal zip code, of assignee)



the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


                        Attorney to transfer said Trust Certificate on the books
of the Certificate Registrar, with full power of substitution in the premises.


Dated:

                                                                 *
                                                  Signature Guaranteed:

                                                                 *


* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.