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                                                                     EXHIBIT 4.3

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                                     FORM OF
                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                     between

                               CONSECO BANK, INC.,
                                  as Transferor

                   CONSECO FINANCE CREDIT CARD FUNDING CORP.,
                                  as Transferor

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                            Dated as of May __, 2001




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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                   DEFINITIONS

   Section 1.02.  Capitalized Terms............................................1

   Section 1.03.  Other Definitional Provisions................................3

                                   ARTICLE II
                                  ORGANIZATION

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

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

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

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

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

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

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

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

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

   Section 2.10.  Amendment and Restatement....................................6

                                   ARTICLE III
                       BENEFICIAL INTERESTS; CERTIFICATES

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

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

   Section 3.03.  Authentication of Certificate................................7

   Section 3.04.  Election to Hold Transferors' Interest in
                  Uncertificated Form..........................................7

   Section 3.05.  Transfer of Transferors' Interest............................7

   Section 3.06.  Restrictions on Transfer.....................................8

   Section 3.07.  Mutilated, Destroyed, Lost or Stolen Certificate.............8

                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

   Section 4.01.  Prior Notice to Owner and Transferor with Respect to
                  Certain Matters..............................................9

   Section 4.02.  Restrictions on Power........................................9

                                    ARTICLE V
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

   Section 5.01.  General Authority............................................9

   Section 5.02.  General Duties..............................................10

   Section 5.03.  Action Upon Instruction.....................................10

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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

   Section 5.04.  No Duties Except as Specified in this Agreement
                  or in Instructions..........................................10

   Section 5.05.  No Action Except under Specified Documents
                  or Instructions.............................................11

   Section 5.06.  Restrictions................................................11

                                   ARTICLE VI
                          CONCERNING THE OWNER TRUSTEE

   Section 6.01.  Acceptance of Trusts and Duties.............................11

   Section 6.02.  Furnishing of Documents.....................................12

   Section 6.03.  Representations and Warranties..............................12

   Section 6.04.  Reliance; Advice of Counsel.................................13

   Section 6.05.  Not Acting in Individual Capacity...........................13

   Section 6.06.  Owner Trustee Not Liable for Certificate,
                  Notes or Receivables........................................13

   Section 6.07.  Owner Trustee May Own Notes.................................14

                                   ARTICLE VII
                          COMPENSATION OF OWNER TRUSTEE

   Section 7.01.  Owner Trustee's Fees and Expenses...........................14

   Section 7.02.  Indemnification.............................................14

   Section 7.03.  Payments to the Owner Trustee...............................14

                                  ARTICLE VIII
                         TERMINATION OF TRUST AGREEMENT

   Section 8.01.  Termination of Trust Agreement..............................15

                                   ARTICLE IX
                          SUCCESSOR OWNER TRUSTEES AND
                           ADDITIONAL OWNER TRUSTEES

   Section 9.01.  Eligibility Requirements for Owner Trustee..................15

   Section 9.02.  Resignation or Removal of Owner Trustee.....................15

   Section 9.03.  Successor Owner Trustee.....................................16

   Section 9.04.  Merger or Consolidation of Owner Trustee....................16

   Section 9.05.  Appointment of Co-Trustee or Separate Trustee...............17

                                    ARTICLE X
                                  MISCELLANEOUS

   Section 10.01. Supplements and Amendments..................................18

   Section 10.02. No Legal Title to Owner Trust Estate in Transferors.........19

   Section 10.03. Limitations on Rights of Others.............................19

   Section 10.04. Notices.....................................................19

   Section 10.05. Severability................................................19

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                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

   Section 10.06. Separate Counterparts.......................................19

   Section 10.07. Successors and Assigns......................................19

   Section 10.08. Nonpetition Covenants.......................................19

   Section 10.09. No Recourse.................................................20

   Section 10.10. Headings....................................................20

   Section 10.11. Governing Law...............................................20

   Section 10.12. Transferor Payment Obligation...............................20

   Section 10.13. Acceptance of Terms of Agreement............................20

   Section 10.14. Integration of Documents....................................20

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         CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST AMENDED AND
RESTATED TRUST AGREEMENT dated as of May __, 2001, between CONSECO BANK, INC., a
Utah industrial loan corporation, as a Transferor, CONSECO FINANCE CREDIT CARD
FUNDING CORP., a Minnesota corporation, as a Transferor, and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as Owner Trustee.

                                   ARTICLE I

                                   DEFINITIONS

         Section 1.02. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

         "Administration Agreement" means the Administration Agreement dated as
of May __, 2001, between the Owner Trustee and the Administrator.

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

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

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

         "Certificate" or "Certificates" means, if the Transferors' Interest is
then in certificated form, the certificate or certificates evidencing the
beneficial interest of the Owners in the Owner Trust, substantially in the form
attached hereto as Exhibit A.

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

         "Conseco Bank" means Conseco Bank, Inc., a Utah industrial loan
corporation, and its successors and assigns.

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

         "Credit Card Funding Corp." means Conseco Credit Card Funding Corp., a
Minnesota corporation, and its successors and assigns.

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

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

         "Indenture" means the Master Indenture dated as of May 1, 2001, among
the Issuer, the Indenture Trustee and the Servicer, as the same may be amended,
supplemented or otherwise modified from time to time.
<PAGE>

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

         "Owners" means, collectively, those entities which own the beneficial
interest in the Owner Trust as evidenced by being a holder of a Certificate, or
if the beneficial interest is not then in certificated form, by being registered
on the records of the Owner Trustee as an Owner; Conseco Bank and Credit Card
Funding Corp. are the initial Owners and shall be the only Owners until and
unless one or both transfers its Transferors' Interest in whole or in part to
another entity.

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

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

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

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

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

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

         "Supplemental Certificate" shall have the meaning set forth in Section
3.05.

         "Supplemental Interest" shall have the meaning set forth in Section
3.05.

         "Transaction Documents" means the Certificate of Trust, this Agreement,
the Receivables Purchase Agreements, the Transfer and Servicing Agreement, the
Indenture, each Indenture Supplement,

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the Administration Agreement and such other documents and certificates delivered
in connection therewith.

         "Transferor" means, individually, and "Transferors" means,
collectively, Conseco Bank and Credit Card Funding Corp., each in its capacity
as Transferor under the Transfer and Servicing Agreement and hereunder and, in
each case, its successors and assigns in such capacity.

         "Transferors' Interest" means the Owners' beneficial interest in the
Trust.

         Section 1.03. Other Definitional Provisions. (a) Capitalized terms used
herein and not otherwise defined have the meanings assigned to them in the
Transfer and Servicing Agreement or, if not defined therein, in the Indenture.

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

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

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

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

                                   ARTICLE II

                                  ORGANIZATION

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

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

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

                  (i) to issue, provide security for and pay the Notes pursuant
         to the Indenture enter into agreements related to Series Enhancements
         and make payments related thereto and provide security therefor and to
         issue, pay and distribute amounts with respect to the Certificates
         pursuant to this Agreement or otherwise to evidence the rights of the
         Owners and make distributions to the Owners pursuant to this Agreement;
         and in connection with the issuance of the Notes to purchase any
         futures, forward, swap, option contract, interest rate caps or other
         financial instrument with similar characteristics;

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

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

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

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

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

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

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

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

         Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Owner, subject to the
obligations of the Owner Trust under the Transaction Documents to which it is a
party. It is the intention of the parties hereto that the Owner Trust constitute
a business trust under the Business Trust Statute and that this Agreement,
together with the Administration Agreement, constitute the governing instrument
of such business trust. It is the intention of the parties hereto that, for
income and franchise tax purposes, the Owner Trust shall be treated as a
security device and disregarded as an entity and its assets shall be treated as
owned in whole by the Transferors. The parties hereto agree that they will take
no action contrary to the foregoing intention. Effective as of the date hereof,
the Owner

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Trustee shall have all rights, powers and duties set forth herein and, to the
extent not inconsistent herewith, in the Business Trust Statute with respect to
accomplishing the purposes of the Owner Trust.

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

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

         Section 2.09. Representations and Warranties of the Transferors. Each
Transferor hereby represents and warrants to the Owner Trustee that:

         (a) Conseco Bank is a Utah industrial loan corporation duly organized
and validly existing in good standing under the laws of the State of Utah;
Credit Card Funding Corp. is a Minnesota corporation duly organized and validly
existing in good standing under the laws of the State of Minnesota; and each has
full corporate power and authority to own its properties and to conduct its
business as such properties are presently owned and such business is presently
conducted, and to execute, deliver and perform its obligations under this
Agreement and any other Transaction Documents to which it is a party and to
perform its obligations as contemplated hereby and thereby.

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

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

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

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which, individually or in the aggregate, would not have a material adverse
effect on either Transferor's ability to perform its obligations under this
Agreement).

         (e) The execution and delivery of this Agreement, the performance of
the transactions contemplated by this Agreement and the fulfillment of the terms
hereof will not conflict with, 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 organizational documents of either Transferor, or any
indenture, agreement or other instrument to which either Transferor 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 Transaction
Documents); nor violate any law or, to the best of the knowledge of the
respective Transferors, any order, rule or regulation applicable to either of
the Transferors of any court, federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over either of
the Transferors or its properties.

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

         Section 2.10. Amendment and Restatement.This Agreement amends and
restates the Trust Agreement dated as of December 22, 2000 among Conseco Bank,
Inc., Conseco Finance Credit Card Funding Corp. and Wilmington Trust Company in
its entirety.

                                  ARTICLE III

                       BENEFICIAL INTERESTS; CERTIFICATES

         Section 3.01. Ownership. The Transferors' Interest whether in
certificated or uncertificated form shall represent an undivided beneficial
interest in the Trust Assets subject to the lien of the Notes as provided in the
Indenture, including the right to receive Collections with respect to the
Receivables and other amounts at the times and in the amounts specified in the
Indenture and any Indenture Supplement to be paid to the Transferors on behalf
of all holders of the Transferors' Interest including any holders of any
Supplemental Certificates or Supplemental Interests. All amounts payable to the
Owner Trust under and pursuant to the Transfer and Servicing Agreement, the
Indenture and the Indenture Supplements are to be paid to the holders of the
Transferors' Interest; provided that to the extent any amounts are then due to
the Owner Trustee for Expenses and the Owner Trustee shall have notified the
Indenture Trustee and the Transferors of the amount of Expenses which are due to
the Owner Trustee, the such amount shall be paid to the Owner Trustee and the
balance paid to the holders of the Transferors' Interest. Upon the formation of
the Owner Trust, the Transferors shall be the sole beneficial owners of the
Owner Trust. The Owners, as provided in Section 3.04, may elect either that the
Transferors' Interest be in certificated form or uncertificated form. Upon
formation of the Owner Trust, the Transferors' Interest shall be in certificated
form.

         Section 3.02. Form of Certificates. If and so long as the Transferors'
Interest is in certificated form, the Certificates, including any Supplemental
Certificates, shall be issued in registered

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form in substantially the form attached hereto as Exhibit A-1 or Exhibit A-2, as
appropriate, and initially registered as provided in Annex 1 to Exhibit A-1 or
Exhibit A-2, as appropriate. Each Certificate shall be executed on behalf of the
Owner Trust by manual or facsimile signature of a Responsible Officer of the
Owner Trustee. A Certificate bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Owner Trust, shall, when duly authenticated
pursuant to Section 3.03, be validly issued and entitled to the benefits of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of the
Certificate or did not hold such offices at the date of authentication and
delivery of the Certificate.

         Section 3.03. Authentication of Certificate. Concurrently with the
initial assignment of Trust Assets to the Owner Trust pursuant to the Transfer
and Servicing Agreement, the Owner Trustee shall cause a single Certificate to
be executed on behalf of the Owner Trust, authenticated and delivered to or upon
the written order of the Transferors. No Certificate shall not entitle its
holder to any benefit under this Agreement, or be valid for any purpose, unless
there shall appear on the Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or the Owner Trustee's authentication agent, by manual signature; such
authentication shall constitute conclusive evidence that the Certificate shall
have been duly authenticated and delivered hereunder. Each Certificate shall be
dated the date of its authentication.

         Section 3.04. Election to Hold Transferors' Interest in Uncertificated
Form. The Transferors may at any time elect that the Transferors' Interest be
held in uncertificated form or if in uncertificated form, may elect to hold the
Transferors' Interest in certificated form. To make such election, all
Transferors and, if any Supplemental Certificates or Supplemental Interests are
then outstanding, all holders of the Supplemental Certificates or Supplemental
Interests, shall deliver to the Owner Trustee a written statement to the effect
that each Transferor and each holder of a Supplemental Certificate elects to
have the Transferors' Interest, if then in certificated form, be in
uncertificated form or vice versa.

         In connection with such election, if the Transferors' Interest is then
in certificated form, the Transferors shall deliver to the Owner Trustee the
Certificate then held by the Transferors for cancellation and if any
Supplemental Certificates are then outstanding, the holders of the Supplemental
Certificates shall deliver the Supplemental Certificates to the Owner Trustee
for cancellation. The Transferors shall thereupon direct the Owner Trustee in
writing to register the Transferors' Interest to the Transferors and to the
holder of any Supplemental Certificates in the same amounts as represented by
the Certificate and any Supplemental Certificates delivered for cancellation.
The instructions delivered by the Transferors to the Owner Trustee shall specify
which percentage of the Transferors' Interest shall be registered to the
Transferors which to the holders of the surrendered Supplemental Certificates,
if any.

         If the Transferors' Interest is in uncertificated form, each of the
Transferors and the holder of any Supplemental Interest shall deliver to the
Owner Trustee registration and delivery instructions with respect to the
Certificate and the Supplemental Certificate, if any, to be delivered and the
Certificate and Supplemental Certificate, if any, shall be registered as
provided in Section 3.02 and delivered to the registered owners.

         The Owner Trustee shall keep, with the books and records of the Owner
Trust, a register in book-entry form, of each Person owning an uncertificated
interest in the Transferors' Interest.

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<PAGE>

         Section 3.05. Transfer of Transferors' Interest.

         (a) If the Transferors elect to have their interest in the Transferors'
Interest evidenced by the Certificate, then the Transferors may surrender the
Certificate to the Owner Trustee in exchange for a newly issued Certificate and
one or more additional certificates (each a "Supplemental Certificate"), the
terms of which shall be defined in a supplement to this Agreement, to be
delivered to or upon the order of the Transferors (or the holder of a
Supplemental Certificate, in the case of the transfer or exchange thereof, as
provided below), upon satisfaction of the conditions set forth in clauses (i)
and (ii) of subsection (b) below.

         (b) If the transferors elect to have their interest in the Transferors'
Interest be in uncertificated form, then the Transferors may assign a portion of
the Transferors Interest to another Person and direct that, with respect to the
interest transferred (the "Supplemental Interest"), such Supplemental Interest
be registered to the transferee in accordance with the requirements and subject
to the satisfaction of the conditions set forth below in clauses (i) and (ii) of
this subsection (b) and the Transferors shall instruct the Owner Trustee in
writing to register such assignment and the issuance of the Supplemental
Interest on the books and records of the Owner Trust.

         If any Seller elects to exchange or transfer all or a portion of its
interest in the Transferors' Interest for a Supplemental Certificate or a
Supplemental Interest in accordance with this Section 3.05, the following
conditions must be satisfied:

                  (i) The Transferors shall have given written notice to each
         Rating Agency of such exchange;

                  (ii) if any Notes are outstanding that were characterized as
         debt at the time of their issuance, the Transferors shall have
         delivered to the Owner Trustee and each Rating Agency a Tax Opinion,
         dated the date of such exchange (or transfer or exchange as provided
         below), with respect thereto.

         Any Supplemental Certificate or Supplemental Interest may be
transferred or exchanged only upon satisfaction of the conditions set forth in
clause (ii) above in this subsection 3.05(b).

         Section 3.06. Restrictions on Transfer. To the fullest extent permitted
by applicable law, the Certificate (or any interest therein) may not be sold,
transferred, assigned, participated, pledged or otherwise disposed of to any
Person except as provided in Section 3.05 of this Agreement; provided, however,
that a Certificate (or any interest therein) may be sold, transferred, assigned,
participated, pledged or otherwise disposed of if the transferor thereof has
provided the Owner Trustee and the Indenture Trustee with a Tax Opinion relating
to such sale, transfer, assignment, participation, pledge or other disposition.

         Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificate. If (a)
a mutilated Certificate shall be surrendered to the Owner Trustee, or if the
Owner Trustee shall receive evidence to its satisfaction of the destruction,
loss or theft of a Certificate and (b) there shall be delivered to the Owner
Trustee such security or indemnity as may be required by it to save it harmless,
then the Owner Trustee on behalf of the Owner Trust shall execute and the Owner
Trustee, or the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen
certificate, a new certificate. In connection with the issuance of any new
Certificate under this Section 3.07, the Owner Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate certificate issued pursuant to
this Section 3.07 shall constitute conclusive evidence of the ownership interest
in the Owner

                                       8
<PAGE>

Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate or Supplemental Certificate shall be found at any time.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

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

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

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

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

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

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

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

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

                                   ARTICLE V

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 5.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver on behalf of the Owner Trust the Transaction
Documents to which the Owner Trust is to be a party and each certificate or
other document attached as an exhibit to or contemplated by the Transaction
Documents to which the Owner Trust is to be a party, or any amendment thereto or
other agreement, in each case, in such form as the Transferors shall approve as
evidenced conclusively by the Owner Trustee's execution thereof and the
Transferors' execution of the related documents. In addition to the

                                       9
<PAGE>

foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Owner Trust pursuant to the Transaction Documents.
The Owner Trustee is further authorized from time to time to take such action as
the Administrator directs in writing with respect to the Transaction Documents,
except to the extent that the Transaction Documents expressly require the
consent of the Transferors for such action.

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

         Section 5.03. Action Upon Instruction. (a) The Owner Trustee shall not
be required to take any action hereunder if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is contrary
to the terms of any Transaction Document to which it is a party or is otherwise
contrary to law.

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

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

         Section 5.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to,

                                       10
<PAGE>

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

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

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

                                   ARTICLE VI

                          CONCERNING THE OWNER TRUSTEE

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

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

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

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

                                       11
<PAGE>

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

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

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

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

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

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

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

                                       12
<PAGE>

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

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

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

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

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

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

         Section 6.06. Owner Trustee Not Liable for Certificate, Notes or
Receivables. The recitals contained herein and in the Certificates (other than
the genuineness of the signature and counter-signature of the Owner Trustee on
the Certificates and its representations and warranties in Section 6.03) shall
be taken as the statements of the Transferors, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document or the Certificates (other than the genuineness of the

                                       13
<PAGE>

signature and counter-signature of the Owner Trustee on the Certificates), the
Notes, or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of the Receivables or the perfection and priority of any security
interest in the Receivables or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to the Noteholders under the
Indenture, including, without limitation: the existence, condition and ownership
of the Receivables; the existence and contents of the Receivables on any
computer or other record thereof; the validity of the assignment of the
Receivables to the Trust or of any intervening assignment; the completeness of
the Receivables; the performance or enforcement of the Receivables; the
compliance by the Transferors with any warranty or representation made under any
Transaction Document or in any related document or the accuracy of any such
warranty or representation or any action of the Administrator, the Servicer or
the Indenture Trustee taken in the name of the Owner Trustee.

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

                                  ARTICLE VII

                          COMPENSATION OF OWNER TRUSTEE

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

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

                                       14
<PAGE>

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

                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

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

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

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

                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

         Section 9.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator; provided, however, that
such resignation and discharge shall only be effective upon the appointment of a
successor Owner Trustee. Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner

                                       15
<PAGE>

Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

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

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section 9.02
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses owed
to the outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

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

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

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

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

                                       16
<PAGE>

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

         Section 9.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate may at the time be located, the Administrator and the
Owner Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by each of the
Administrator and the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Owner Trust, or any part thereof, and, subject to the other provisions of
this Section 9.05, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within fifteen (15) days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 9.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.

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

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

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

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

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of

                                       17
<PAGE>

this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner
Trustee and a copy thereof given to the Administrator.

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

                                   ARTICLE X

                                  MISCELLANEOUS

         Section 10.01. Supplements and Amendments. This Agreement may be
amended from time to time, by a written amendment duly executed and delivered by
the Transferors and the Owner Trustee, with the written consent of the Indenture
Trustee, but without the consent of any of the Noteholders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Noteholders; provided, however, that the Rating Agency Condition must be
satisfied with respect to such action and provided, further, such amendment will
not (i) as evidenced by an Officer's Certificate of each Transferor addressed
and delivered to the Owner Trustee and the Indenture Trustee, materially and
adversely affect the interest of any Noteholder or the Owners and (ii) as
evidenced by an Opinion of Counsel addressed and delivered to the Owner Trustee
and the Indenture Trustee, cause the Owner Trust to be classified as an
association (or a publicly traded partnership) taxable as a corporation for
federal income tax purposes.

         This Agreement may also be amended from time to time by a written
amendment duly executed and delivered by the Transferors and the Owner Trustee,
with prior written notice to each Rating Agency, with the consent of the
Indenture Trustee and the consent of the Holders of not less than a majority of
the Outstanding Amount of the Notes, by act of such Holders delivered to the
Owner Trustee, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders; provided, however, that without the
consent of all Noteholders, no such amendment shall (a) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections of
distributions that are required to be made for the benefit of the Noteholders or
(b) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the
Holders of which are required to consent to any such amendment.

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

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

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

                                       18
<PAGE>

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

         Section 10.02. No Legal Title to Owner Trust Estate in Transferors.
Neither the Transferors nor the Owners shall not have legal title to any part of
the Owner Trust Estate. No transfer, by operation of law or otherwise, of any
right, title, and interest of the Transferors or Owners to and in their
beneficial interest in the Owner Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate.

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

         Section 10.04. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three Business Days after
mailing if mailed by certified mail, postage prepaid (except that notice to the
Owner Trustee or Indenture Trustee shall be deemed given only upon actual
receipt by the Owner Trustee or Indenture Trustee), if to the Owner Trustee,
addressed to the Corporate Trust Office; if to the Indenture Trustee, addressed
to U.S. Bank Trust National Association, 180 East Fifth Street, 2nd Floor, St.
Paul, Minnesota 55101, Attention: Corporation Trust, if to the Transferors,
addressed to Conseco Bank, Inc., 2825 E. Cottonwood Parkway, Suite 230, Salt
Lake City, Utah 84121 and Conseco Finance Credit Card Funding Corp., 1100
Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102 or, as to
each party, at such other address as shall be designated by such party in a
written notice to each other party.

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

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

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

         Section 10.08. Nonpetition Covenants. Notwithstanding any prior
termination of the Trust or this Agreement, the Owner Trustee (not in its
individual capacity) shall not at any time with respect to the Trust or the
Transferors, acquiesce, petition or otherwise invoke or cause the Trust or the
Transferors to invoke the process of any court or governmental authority for the
purpose of commencing or sustaining a case against the Trust or the Transferors
under any federal or state bankruptcy, insolvency or similar law

                                       19
<PAGE>

or appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust or the Transferors or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Trust or the Transferors; provided, however, that this
Section 10.08 shall not operate to preclude any remedy described in Article V of
the Indenture.

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

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

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

         Section 10.12. Transferor Payment Obligation. The Transferors shall be
responsible for payment of the Administrator's fees under the Administration
Agreement (to the extent not paid pursuant to Section 3.02 of the Administration
Agreement) and shall reimburse the Administrator for all expenses and
liabilities of the Administrator incurred thereunder.

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

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

                           [Signature Page to Follow]

                                       20
<PAGE>

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

                                     WILMINGTON TRUST COMPANY,
                                     as Owner Trustee

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


                                     CONSECO BANK, INC.,
                                     as Transferor

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


                                     CONSECO FINANCE CREDIT CARD FUNDING CORP.,
                                     as Transferor

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


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

                                                                     EXHIBIT A-1

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE TRANSFERRED BY THE TRANSFERORS TO ANY PERSON EXCEPT
AS SPECIFICALLY PROVIDED IN THE TRUST AGREEMENT.

               CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST

                                OWNER CERTIFICATE

R-1

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

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

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

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

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

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

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

                                      A-1
<PAGE>

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

                              CONSECO PRIVATE LABEL CREDIT CARD
                              MASTER NOTE TRUST

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

Dated: May __, 2001           By: ________________________________
                                  Name:
                                  Title:
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

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

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

                                         or

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

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

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

                                                          ANNEX 1 TO EXHIBIT A-2

Registered Owner and address:





Tax Identification Number:
<PAGE>

                       [FORM OF SUPPLEMENTAL CERTIFICATE]

                                                                     EXHIBIT A-2

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS CERTIFICATE (OR ANY
INTEREST HEREIN) MAY NOT BE TRANSFERRED BY THE HOLDER TO ANY PERSON EXCEPT AS
SPECIFICALLY PROVIDED IN THE TRUST AGREEMENT.

               CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST

                                OWNER CERTIFICATE

R-1

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

         THIS CERTIFIES THAT ____________________________________ is the
registered Owner of an ownership interest in the Conseco Private Label Credit
Card Master Note Trust (the "Owner Trust").

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

         This Certificate is a duly authorized Supplemental Certificate, as
described in the Trust Agreement, evidencing a beneficial interest in the Owner
Trust (herein called the "Certificate"). This Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which
Trust Agreement the Holder by virtue of the acceptance hereof assent and by
which the Holder is bound. The notes are issued under the Master Indenture,
dated as of May __, 2001, among the Owner Trust, U.S. Bank Trust National
Association, the indenture trustee and Conseco Bank, Inc., as servicer.

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

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

                                      A-6
<PAGE>

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

                                      A-7
<PAGE>

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

                                CONSECO PRIVATE LABEL CREDIT CARD
                                MASTER NOTE TRUST

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

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

                          CERTIFICATE OF AUTHENTICATION

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

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

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

                                           or

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

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

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

                                                          ANNEX 1 TO EXHIBIT A-2

Registered Owner and address:





Tax Identification Number: