<PAGE>




                                                                     EXHIBIT 4.4











                                 TRUST AGREEMENT

                                     between

                            WFN CREDIT COMPANY, LLC,

                                 as Transferor,

                                       and

                              [____________________[

                                as Owner Trustee

                              Dated as of [________], 2001





<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                             PAGE
<S>                                                                                          <C>

ARTICLE I             DEFINITIONS..............................................................1

         Section 1.1.          Capitalized Terms...............................................1

         Section 1.2.          Other Definitional Provisions...................................1

ARTICLE II            ORGANIZATION.............................................................2

         Section 2.1.          Name............................................................2

         Section 2.2.          Office..........................................................2

         Section 2.3.          Purpose and Powers..............................................2

         Section 2.4.          Appointment of Owner Trustee....................................3

         Section 2.5.          Initial Capital Contribution of Trust Estate....................3

         Section 2.6.          Declaration of Trust............................................3

         Section 2.7.          Title to Trust Property.........................................3

         Section 2.8.          Situs of Trust..................................................4

         Section 2.9.          Representations and Warranties of Transferor....................4

         Section 2.10.         Liability of Beneficiaries......................................5

ARTICLE III           BENEFICIAL INTERESTS.....................................................5

         Section 3.1.          Initial Ownership...............................................5

         Section 3.2.          Transferor Interest.............................................5

         Section 3.3.          Form of Transferor Interest.....................................5

         Section 3.4.          Restrictions on Transfer; Issuance of Supplemental
                               Interests.......................................................5

ARTICLE IV            ACTIONS BY OWNER TRUSTEE.................................................6

         Section 4.1.          Prior Notice to Transferor with Respect to Certain
                               Matters.........................................................6

         Section 4.2.          Restrictions on Power...........................................7

ARTICLE V             AUTHORITY AND DUTIES OF OWNER TRUSTEE....................................7

         Section 5.1.          General Authority...............................................7

         Section 5.2.          General Duties..................................................8

         Section 5.3.          Action Upon Instruction.........................................8

         Section 5.4.          No Duties Except as Specified in this Agreement or in
                               Instructions....................................................9




                                      -i-


<PAGE>


         Section 5.5.          No Action Except under Transaction Documents or
                               Instructions....................................................9

         Section 5.6.          Restrictions...................................................10

         Section 5.7.          Tax Returns....................................................10

ARTICLE VI            CONCERNING OWNER TRUSTEE................................................10

         Section 6.1.          Acceptance of Trusts and Duties................................10

         Section 6.2.          Furnishing of Documents........................................12

         Section 6.3.          Representations and Warranties.................................12

         Section 6.4.          Reliance; Advice of Counsel....................................13

         Section 6.5.          Not Acting in Individual Capacity..............................13

         Section 6.6.          Owner Trustee Not Liable for Notes or Receivables..............13

         Section 6.7.          Owner Trustee Not to Own Notes.................................14

ARTICLE VII           COMPENSATION OF OWNER TRUSTEE...........................................14

         Section 7.1.          Owner Trustee's Fees and Expenses..............................14

         Section 7.2.          Indemnification................................................14

         Section 7.3.          Payments to Owner Trustee......................................15

ARTICLE VIII          TERMINATION OF TRUST AGREEMENT..........................................15

         Section 8.1.          Termination of Trust Agreement.................................15

ARTICLE IX            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES..................16

         Section 9.1.          Eligibility Requirements for Owner Trustee.....................16

         Section 9.2.          Resignation or Removal of Owner Trustee........................16

         Section 9.3.          Successor Owner Trustee........................................17

         Section 9.4.          Merger or Consolidation of Owner Trustee.......................17

         Section 9.5.          Appointment of Co-Trustee or Separate Trustee..................18

ARTICLE X             MISCELLANEOUS...........................................................19

         Section 10.1.         Supplements and Amendments.....................................19

         Section 10.2.         No Legal Title to Trust Estate in Transferor...................21

         Section 10.3.         Limitations on Rights of Others................................21

         Section 10.4.         Notices........................................................21



                                       -ii-

<PAGE>

         Section 10.5.         Severability...................................................21

         Section 10.6.         Separate Counterparts..........................................22

         Section 10.7.         Successors and Assigns.........................................22

         Section 10.8.         Non-petition Covenants.........................................22

         Section 10.9.         No Recourse....................................................22

         Section 10.10.        Headings.......................................................23

         Section 10.11.        GOVERNING LAW..................................................23

         Section 10.12.        Integration of Documents.......................................23

EXHIBITS
Exhibit A      Form of Certificate of Trust................................................   A-1

</TABLE>




                                      -iii-
<PAGE>



         TRUST AGREEMENT, dated as of [______], 2001 (this "AGREEMENT"),
between WFN CREDIT COMPANY, LLC, a Delaware limited liability company, as
Transferor, and [______], a [_______] banking corporation, as Owner Trustee.

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1. CAPITALIZED TERMS. Capitalized terms used herein and not
otherwise defined herein are defined in ANNEX A to the Master Indenture, dated
as of the date hereof, between World Financial Network Credit Card Master Note
Trust and BNY Midwest Trust Company.

         Section 1.2. OTHER DEFINITIONAL PROVISIONS. All terms defined directly
or by reference in this Agreement shall have the defined meanings when used in
any certificate or other document delivered pursuant hereto unless otherwise
defined therein. For purposes of this Agreement and all such certificates and
other documents, unless the context otherwise requires: (a) accounting terms not
otherwise defined in this Agreement, and accounting terms partly defined in this
Agreement to the extent not defined, shall have the respective meanings given to
them under GAAP; (b) terms defined in Article 9 of the UCC as in effect in the
State of Delaware and not otherwise defined in this Agreement are used as
defined in that Article; (c) any reference to each Rating Agency shall only
apply to any specific rating agency if such rating agency is then rating any
outstanding Series; (d) references to any amount as on deposit or outstanding on
any particular date means such amount at the close of business on such day; (e)
the words "hereof," "herein" and "hereunder" and words of similar import refer
to this Agreement (or the certificate or other document in which they are used)
as a whole and not to any particular provision of this Agreement (or such
certificate or document); (f) references to any Section, Schedule or Exhibit are
references to Sections, Schedules and Exhibits in or to this Agreement (or the
certificate or other document in which the reference is made), and references to
any paragraph, Section, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of
such Section or definition; (g) the term "including" means "including without
limitation"; (h) references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or
regulation; (i) references to any Person include that Person's successors and
assigns; and (j) headings are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.




<PAGE>


                                   ARTICLE II

                                  ORGANIZATION

         Section 2.1. NAME. The trust created hereby shall be known as "World
Financial Network Credit Card Master Note Trust," in which name the Trust and
Owner Trustee on behalf of the Trust each shall have power and authority and is
hereby authorized and empowered to and may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued.

         Section 2.2. OFFICE. The office of the Trust shall be in care of Owner
Trustee at the Corporate Trust Office or at such other address in the United
States as Owner Trustee may designate by written notice to Transferor and
Indenture Trustee.

         Section 2.3. PURPOSE AND POWERS. The purpose of the Trust is to engage
in the activities set forth in this SECTION 2.3. The Trust shall have power and
authority and is hereby authorized and empowered, without the need for further
action on the part of the Trust, and Owner Trustee shall have power and
authority, and is hereby authorized and empowered, in the name and on behalf of
the Trust, to do or cause to be done all acts and things necessary, appropriate
or convenient to cause the Trust, to engage in the activities set forth in this
SECTION 2.3 as follows:

                  (i) to execute, deliver and issue the Notes pursuant to the
         Indenture, to issue the Transferor Interest and to execute, issue and
         deliver the Supplemental Certificates, if any, pursuant to this
         Agreement;

                  (ii) with the proceeds of the sale of the Notes, to acquire
         the Trust Estate and to pay Transferor the amounts owed pursuant to
         SECTION 2.1 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
         Holder of the Transferor Interest 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, execute, deliver and perform 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



                                       2

<PAGE>



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

The Trust shall not have power, authority or authorization to, and shall not,
engage in any activity other than in connection with the foregoing or other than
as required or authorized by the Transaction Documents. The Trust shall have no
power to hold any derivative financial instrument unless such derivative
financial instrument complies with the requirements of paragraph 40 of Statement
of Financial Accounting Standards No. 140 issued by the Financial Accounting
Standards Board, including any interpretations thereof or any successor
regulations issued by the Financial Accounting Standards Board.

         Section 2.4. APPOINTMENT OF OWNER TRUSTEE. Transferor hereby appoints
Owner Trustee as trustee of the Trust effective as of the date hereof, to have
all the rights, powers and duties set forth herein.

         Section 2.5. INITIAL CAPITAL CONTRIBUTION OF TRUST ESTATE. Transferor
hereby assigns, transfers, conveys and sets over to Owner Trustee, as of the
date hereof, the sum of $1. Owner Trustee hereby acknowledges receipt in trust
from Transferor, as of the date hereof, of the foregoing contribution, which
shall constitute the initial Trust Estate and shall be held by Owner Trustee.
Transferor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of Owner Trustee, promptly reimburse Owner Trustee for
any such expenses paid by Owner Trustee.

         Section 2.6. DECLARATION OF TRUST. Owner Trustee hereby declares that
it will hold the Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of Transferor, subject to the obligations
of the Trust under the Transaction Documents to which it is a party. It is the
intention of the parties hereto that the Trust constitute a business trust under
the Business Trust Statute and that this Agreement constitute the governing
instrument of such trust. It is the intention of the parties hereto that, for
income tax purposes, the Trust shall be treated as a security device and not as
an entity separate from Transferor and its assets shall be treated as owned in
whole by Transferor. The parties hereto agree that they will take no action
contrary to the foregoing intention. Effective as of the date hereof, Owner
Trustee shall have all rights, powers and authority set forth herein and, to the
extent not inconsistent herewith, in the Business Trust Statute with respect to
accomplishing the purposes of the Trust.

         Section 2.7. TITLE TO TRUST PROPERTY. Legal title to all the Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Trust Estate to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.



                                       3

<PAGE>


         Section 2.8. SITUS OF TRUST. The Trust will be located and administered
in the State of Delaware. All bank accounts maintained by Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
New York. The Trust shall not have any employees in any state other than
Delaware; PROVIDED, HOWEVER, that nothing herein shall restrict or prohibit
Owner Trustee from having employees within or without the State of Delaware.
Payments will be received by the Trust only in Delaware or New York, and
payments will be made by the Trust only from Delaware or New York. The only
office of the Trust will be at the Corporate Trust Office.

         Section 2.9. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR. Transferor
hereby represents and warrants to Owner Trustee (as such or in its individual
capacity) that:

         (a) Transferor is a limited liability company duly organized and
validly existing in good standing under the laws of the State of Delaware and
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 the
Transaction Documents to which it is a party and to perform its obligations as
contemplated thereby.

         (b) 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 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 the Transaction Documents to which it is a
party.

         (c) The execution and delivery of the Transaction Documents to which
Transferor is a party and the consummation of the transactions provided for in
the Transaction Documents to which Transferor is a party have been duly
authorized by Transferor by all necessary limited liability company action on
its part. Transferor has the power and authority to assign the property to be
assigned to and deposited with the Trust pursuant to Section 2.5 of this
Agreement and Section 2.1 of the Transfer and Servicing Agreement.

         (d) The execution and delivery of the Transaction Documents to which
Transferor is a party, the performance of the transactions contemplated by the
Transaction Documents to which Transferor is a party and the fulfillment of the
terms hereof and thereof will not conflict with or violate any Requirements of
Law applicable to Transferor, or 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 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


                                       4

<PAGE>


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

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

         (f) This Agreement is legal, valid and enforceable against Transferor.

         Section 2.10. LIABILITY OF BENEFICIARIES. The Holders of Transferor
Interest, including the Holders of Supplemental Certificates, if any, shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

                                   ARTICLE III

                              BENEFICIAL INTERESTS

         Section 3.1. INITIAL OWNERSHIP. Transferor, as the Holder of the
Transferor Interest (i) shall initially be the only beneficial owner of the
Trust and (ii) shall be bound by the provisions of this Trust Agreement.

         Section 3.2. TRANSFEROR INTEREST. The Transferor Interest shall
represent an undivided beneficial interest in the Trust Estate subject to the
lien of the Notes created pursuant to 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 Holder of the Transferor Interest.

         Section 3.3. FORM OF TRANSFEROR INTEREST. The Transferor Interest
initially shall be an uncertificated interest in the Trust.

         Section 3.4. RESTRICTIONS ON TRANSFER; ISSUANCE OF SUPPLEMENTAL
INTERESTS. (a) Transferor may from time to time transfer a portion of the
Transferor Interest by causing the issuance of one or more additional interests
(each a "SUPPLEMENTAL INTEREST"), which may be in certificated or uncertificated
form. The form and terms of any Supplemental Interest shall be defined in a
supplement



                                       5

<PAGE>


to this Agreement (which supplement shall be subject to SECTION 10.1 to the
extent that it amends any of the terms of this Agreement) to be delivered to
or upon the order of Transferor (or the Holder of a Supplemental Interest, in
the case of the transfer or exchange thereof, as provided below). The
issuance of any such Supplemental Interest to any Person shall be subject to
satisfaction of the following conditions:

                  (i) the Rating Agency Condition shall have been satisfied with
         respect to such action; and

                  (ii) Transferor shall have delivered to Owner Trustee,
         Indenture Trustee and each Rating Agency a Tax Opinion, dated the date
         of such action (or transfer, exchange or other disposition provided
         below), with respect to such action and an Opinion of Counsel to the
         effect that such action, assignment, participation, pledge or other
         disposition does not require registration of the interest under the
         Securities Act or any state securities law except for any such
         registration that has been duly completed and become effective.

A Supplemental Interest may be transferred or exchanged, and the Transferor
Interest may be pledged, only upon satisfaction of the conditions set forth in
CLAUSE (ii).

         (b) The Transferor Interest may be transferred in its entirety to a
Person which is a member of the "affiliated group" as defined in Section 1504(a)
of the Code of which Transferor is a member without the consent or approval of
the Noteholders, provided that (i) the Rating Agency Condition shall have been
satisfied with respect to such transfer, (ii) Transferor shall have delivered to
Owner Trustee, Indenture Trustee and each Rating Agency a Tax Opinion and an
Opinion of Counsel of the type described in SECTION 3.4(a)(ii), dated the date
of such transfer, with respect thereto and (iii) Transferor shall have delivered
to Indenture Trustee an Officer's Certificate stating that Transferor Amount
shall not be less than the Minimum Transferor Amount. In connection with any
such transfer, the Person to whom the Transferor Interest is transferred will,
by its acquisition and holding of an interest in the Transferor Interest, assume
all of the rights and obligations of Transferor as described in this Agreement,
each Transaction Document and in any supplement or amendment thereto (including
the right under this PARAGRAPH (b) with respect to subsequent transfers of an
interest in the Transferor Interest).

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         Section 4.1. PRIOR NOTICE TO TRANSFEROR WITH RESPECT TO CERTAIN
MATTERS. With respect to the following matters, unless otherwise instructed by
Transferor,



                                      6
<PAGE>


the Trust shall not take action unless at least thirty (30) days before the
taking of such action Owner Trustee shall have notified Transferor:

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

         (b) the election by the 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 Transferor;

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

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

         Section 4.2. RESTRICTIONS ON POWER.

         (a) 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
Trust or Owner Trustee (as such or in its individual capacity) under any of the
Transaction Documents or would be contrary to SECTION 2.3.

         (b) Owner Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated by the Transaction Documents.

                                    ARTICLE V

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 5.1. GENERAL AUTHORITY. Each of the Trust and Owner Trustee in
the name and on behalf of the Trust shall have power and authority, and is
hereby authorized and empowered, to execute and deliver the Transaction
Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Transaction Documents
to which the Trust is



                                       7
<PAGE>


to be a party, or any amendment thereto or other agreement, in each case, in
such form as Transferor shall approve as evidenced conclusively by Owner
Trustee's execution thereof and Transferor's execution of the related
documents. In addition to the foregoing, Owner Trustee in the name and on
behalf of the Trust shall also have power and authority and is hereby
authorized and empowered, but shall not be obligated, to take all actions
required of the Trust pursuant to the Transaction Documents. Owner Trustee in
the name and on behalf of the Trust shall also have power and authority and
is hereby authorized and empowered from time to time to take such action as
Transferor or Administrator directs in writing with respect to the
Transaction Documents.

         Section 5.2. GENERAL DUTIES. It shall be the duty of Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant
to the terms of this Agreement and the other Transaction Documents to which
the Trust is a party and to administer the Trust in the interest of
Transferor, subject to the Transaction Documents and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder
and under the other Transaction Documents to the extent Administrator has
agreed in the Administration Agreement or another Transaction Document to
perform any act or to discharge any duty of Owner Trustee or the Trust under
any Transaction Document, and Owner Trustee shall not be personally liable
for the default or failure of Administrator to carry out its obligations
under the Administration Agreement.

         Section 5.3. ACTION UPON INSTRUCTION.

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

         (b) Whenever Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of any Transaction
Document, Owner Trustee shall promptly give notice (in such form as shall be
appropriate under the circumstances) to Transferor requesting instruction as
to the course of action to be adopted, and to the extent Owner Trustee acts
or refrains from acting in good faith in accordance with any such instruction
of Transferor received, Owner Trustee shall not be personally liable on
account of such action or inaction to any Person. If Owner Trustee shall not
have received appropriate 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 in violation
of the Transaction Documents, as it shall deem to be in the best interest of
Transferor, and shall have no personal liability to any Person for such
action or inaction.



                                       8
<PAGE>


         (c) In the event that 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 Owner Trustee or is silent or is incomplete as to the
course of action that Owner Trustee is required to take with respect to a
particular set of facts, Owner Trustee may give notice (in such form as shall
be appropriate under the circumstances) to Transferor requesting instruction
and, to the extent that Owner Trustee acts or refrains from acting in good
faith in accordance with any such instruction received, Owner Trustee shall
not be personally liable, on account of such action or inaction, to any
Person. If Owner Trustee shall not have received appropriate 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 in violation of the Transaction Documents, as it
shall deem to be in the best interests of Transferor, and shall have no
personal liability to any Person for such action or inaction.

         Section 5.4. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Trust or the Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, this Agreement
or any document contemplated hereby to which the Trust is a party, except as
expressly provided by the terms of this Agreement or in any document or
written instruction received by Owner Trustee pursuant to SECTION 5.3; and no
implied duties or obligations shall be read into any Transaction Document
against Owner Trustee. Owner Trustee shall have no responsibility for any
filing or recording, including 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 or the Trust
hereunder or to prepare or file any Commission filing for the Trust or to
record any Transaction Document. Owner Trustee in its individual capacity
nevertheless agrees that it will, at its own cost and expense, promptly take
all action as may be necessary to discharge any liens on any part of the
Trust Estate that result from actions by, or claims against, Owner Trustee in
its individual capacity that are not related to the ownership or the
administration of the Trust Estate or the transactions contemplated by the
Transaction Documents.

         Section 5.5. NO ACTION EXCEPT UNDER TRANSACTION DOCUMENTS OR
INSTRUCTIONS. Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Trust Estate except (i) in accordance with
the powers granted to and the authority conferred upon Owner Trustee pursuant to
this Agreement, (ii) in accordance with the Transaction Documents and (iii) in
accordance with any document or instruction delivered to Owner Trustee pursuant
to SECTION 5.3.




                                       9
<PAGE>

         Section 5.6. RESTRICTIONS. Owner Trustee shall not take any action (a)
that, to the actual knowledge of a Responsible Officer of Owner Trustee, would
violate the purposes of the Trust set forth in SECTION 2.3 or (b) that, to the
actual knowledge of a Responsible Officer of Owner Trustee, would result in the
Trust's becoming taxable as a corporation for federal income tax purposes.
Transferor shall not direct Owner Trustee to take action that would violate the
provisions of this SECTION 5.6.

         Section 5.7. TAX RETURNS. In the event the Trust shall be required to
file tax returns, Issuer shall prepare or shall cause to be prepared such tax
returns and shall provide such tax returns to Owner Trustee for signature at
least five (5) days before such tax returns are due to be filed. Issuer, in
accordance with the terms of each Indenture Supplement, shall also prepare or
shall cause to be prepared all tax information required by law to be distributed
to Noteholders and shall deliver such information to Owner Trustee at least five
(5) days prior to the date it is required by law to be distributed to
Noteholders. Owner Trustee, upon request, will furnish Issuer with all such
information known to Owner Trustee as may be reasonably required in connection
with the preparation of all tax returns of the Trust, and shall, upon request,
execute such returns. In no event shall Owner Trustee or Indenture Trustee be
liable for any liabilities, costs or expenses of the Trust or any Noteholder
arising under any tax law, including federal, state or local income or excise
taxes or any other tax imposed on or measured by income (or any interest or
penalty with respect thereto arising from a failure to comply therewith).


                                   ARTICLE VI

                            CONCERNING OWNER TRUSTEE

         Section 6.1. ACCEPTANCE OF TRUSTS AND DUTIES. 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. Owner Trustee also
agrees to disburse all moneys actually received by it constituting part of the
Trust Estate upon the terms of the Transaction Documents. Owner Trustee shall
not be personally answerable or accountable under any Transaction Document under
any circumstances, except (i) for its own willful misconduct, bad faith or
negligence in the performance of its duties or the omission to perform any such
duties or (ii) in the case of the inaccuracy of any representation or warranty
contained in SECTION 6.3 expressly made by 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) Owner Trustee shall not be personally liable for any error of
judgment made in good faith by Owner Trustee;



                                       10

<PAGE>

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

         (c) no provision of this Agreement or any other Transaction Document
shall require Owner Trustee to expend or risk funds or otherwise incur any
personal financial liability in the exercise or performance of any of its
duties, rights or powers hereunder or under any other Transaction Document, if
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 (as such and in its individual capacity);

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

         (e) Owner Trustee shall not be personally responsible for or in respect
of the validity or sufficiency of this Agreement, the due execution hereof by
Transferor or the form, character, genuineness, sufficiency, value or validity
of any of the Trust Estate, the Transaction Documents, the Notes or the
Transferor Interest, and Owner Trustee shall in no event assume or incur any
personal liability, duty, or obligation to any Noteholder, Transferor, any
Holder of the Transferor Interest or any other Person, other than as expressly
provided for herein or expressly agreed to in the other Transaction Documents;

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

         (g) 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 any
Transaction Document, at the request, order or direction of Transferor, unless
the Transferor has offered to Owner Trustee (as such and in its individual
capacity) security or indemnity satisfactory to it against the costs, expenses
and liabilities that may be incurred by Owner Trustee therein or thereby. The
right of Owner Trustee to perform any discretionary act enumerated in any
Transaction Document shall not be construed as a duty, and Owner Trustee shall
not be answerable or personally liable to any Person for any such act other than
liability to the Trust and the beneficial owners of the Trust for its own
negligence, bad faith or willful misconduct in the performance of any such act
or the omission to perform any such act; and




                                       11
<PAGE>


         (h) Notwithstanding anything contained herein to the contrary, 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 Owner
Trustee (as such or in its individual capacity); (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 Owner Trustee (as such or in its individual
capacity); or (iii) subject Owner Trustee (as such or in its individual
capacity) 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 Owner Trustee contemplated hereby. Owner Trustee shall be
entitled to obtain advice of counsel (which advice shall be an expense of
Transferor) to determine whether any action required to be taken pursuant to the
Agreement results in the consequences described in clauses (i), (ii) and (iii)
of the preceding sentence. In the event that said counsel advises Owner Trustee
that such action will result in such consequences, Transferor shall appoint an
additional trustee pursuant to SECTION 9.5 to proceed with such action.

         Section 6.2. FURNISHING OF DOCUMENTS. Owner Trustee shall furnish to
Transferor and 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 Owner Trustee under
the Transaction Documents.

         Section 6.3. REPRESENTATIONS AND WARRANTIES. Owner Trustee (as such and
in its individual capacity) hereby represents and warrants to Transferor that:

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

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

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any federal, New
York or Delaware law, governmental rule or regulation governing the banking or
trust powers of Owner Trustee (as such and in its individual capacity) or any
judgment or order binding on it, or constitute any default under its charter
documents or by-laws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be
bound.


                                       12
<PAGE>


         Section 6.4. RELIANCE; ADVICE OF COUNSEL.

         (a) Owner Trustee shall incur no personal liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other document or paper reasonably
believed by it to be genuine and reasonably believed by it to be signed by the
proper party or parties. Owner Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any Person as
conclusive evidence that such resolution has been duly adopted by such body and
that the same is in full force and effect. As to any fact or matter the method
of the determination of which is not specifically prescribed herein, Owner
Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or other authorized officer
of an appropriate Person, as to such fact or matter, and such certificate shall
constitute full protection to 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 or the other
Transaction Documents, Owner Trustee (i) may act directly or through its agents
or attorneys pursuant to agreements entered into with any of them, and Owner
Trustee shall not be personally liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by
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. Owner Trustee shall not be personally 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 6.5. NOT ACTING IN INDIVIDUAL CAPACITY. Except as expressly
provided in this ARTICLE VI, in accepting the trusts hereby created, [ ] acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against Owner Trustee by reason of the transactions
contemplated by any Transaction Document shall look only to the Trust Estate for
payment or satisfaction thereof.

         Section 6.6. OWNER TRUSTEE NOT LIABLE FOR NOTES OR RECEIVABLES. The
statements contained herein and in the Notes and other Transaction Documents
(other than the representations and warranties in SECTION 6.3) shall be taken as
the statements of Transferor, and Owner Trustee assumes no responsibility for
the correctness thereof. Owner Trustee makes no representations as to the
validity or sufficiency of this Agreement or any other Transaction Document, the
Notes or related documents. Owner Trustee shall at no time have any
responsibility or personal 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 the existence,



                                       13
<PAGE>


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 Transferor 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
Administrator, Servicer or Indenture Trustee taken in the name of Owner
Trustee.

         Section 6.7. OWNER TRUSTEE NOT TO OWN NOTES. Owner Trustee shall not
in its individual capacity, but may in a fiduciary capacity, become the owner
or pledgee of Notes. If Owner Trustee becomes the owner or pledgee of Notes
in a fiduciary capacity it shall have the same rights as it would have if it
were not Owner Trustee. Owner Trustee may deal with Transferor,
Administrator, Servicer and 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 7.1. OWNER TRUSTEE'S FEES AND EXPENSES. Owner Trustee (in
its individual capacity) shall receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date
hereof between Transferor and Owner Trustee (in its individual capacity)
(which compensation shall not be limited by any law on compensation of a
trustee of an express trust), and Owner Trustee (in its individual capacity)
shall be entitled to be reimbursed by Transferor for its other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as Owner
Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder and under the Transaction Documents;
PROVIDED, HOWEVER, that Owner Trustee shall have no recourse to the assets
pledged under the Indenture with respect to any payments pursuant to this
SECTION 7.1 and Owner Trustee's right to enforce such obligation shall be
subject to the provisions of SECTION 10.8.

         Section 7.2. INDEMNIFICATION. To the fullest extent permitted by
law, Transferor shall indemnify, defend and hold harmless Owner Trustee (as
such and in its individual capacity) and its successors, assigns, directors,
officers, agents, employees 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 Owner Trustee or any
Indemnified Party in any way relating to or arising out of the Transaction
Documents, the Trust Estate, the acceptance and administration of the Trust
Estate or any action or inaction of Owner Trustee;



                                       14

<PAGE>


PROVIDED that Transferor 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 6.1 or Expenses for
which indemnification is actually received under other Transaction Documents;
provided further that Transferor 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 6.3. No Indemnified Party shall have recourse to the
assets pledged under the Indenture with respect to any Expenses payable by
Transferor pursuant to this SECTION 7.2. An Indemnified Party's right to
enforce such obligation shall be subject to the provisions of SECTION 10.8.
The indemnities contained in this SECTION 7.2 shall survive the resignation
and termination of Owner Trustee or the termination of this Agreement.

         Section 7.3. PAYMENTS TO OWNER TRUSTEE. Any amounts paid to an
Indemnified Party pursuant to this ARTICLE VII shall not be construed to be a
part of the Trust Estate.

                                ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

         Section 8.1. TERMINATION OF TRUST AGREEMENT.

         (a) The Trust shall dissolve upon the date specified by Transferor (the
"TRUST TERMINATION DATE", written notice of which shall be provided to Owner
Trustee), PROVIDED that the Trust Termination Date shall not be earlier than the
day on which the rights of all Series of Notes to receive payments from the
Trust have terminated. After satisfaction of liabilities of the Trust as
provided by applicable law, any money or other property held as part of the
Trust Estate following such distribution shall be distributed to Transferor. The
bankruptcy, liquidation, dissolution, termination, death or incapacity of
Transferor shall not (x) operate to terminate this Agreement or annul, dissolve
or terminate the Trust, or (y) entitle Transferor's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or Trust Estate or
(z) otherwise affect the rights, obligations and liabilities of the parties
hereto.

         (b) Except as provided in SECTION 8.1(a), neither Transferor nor any
Holder of the Transferor Interest shall be entitled to revoke, dissolve or
terminate the Trust.

         (c) Upon completion of the winding up of the Trust in accordance with
the Business Trust Statute, Owner Trustee shall cause the Certificate of Trust
to be canceled by filing a certificate of cancellation with the Secretary of
State of the State of Delaware in accordance with the provisions of Section 3810
of the



                                       15
<PAGE>


Business Trust Statute and thereupon the Trust and this Agreement (other than
ARTICLES VI and VII and SECTION 10.8) shall terminate.

                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 9.1. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. Owner
Trustee shall at all times be a Person satisfying the provisions of Section
3807(a) of the Business Trust Statute; authorized to exercise 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 Baa3 by Moody's, 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 Person 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 9.1, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any time Owner
Trustee shall cease to be eligible in accordance with the provisions of this
SECTION 9.1, Owner Trustee shall resign immediately in the manner and with
the effect specified in SECTION 9.2.

         Section 9.2. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to Transferor; 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,
Transferor shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Owner Trustee and one copy to the successor Owner Trustee. If
no successor Owner Trustee shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Owner Trustee at the expense of Transferor may
petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.

         If at any time Owner Trustee shall cease to be eligible in
accordance with the provisions of SECTION 9.1 and shall fail to resign after
written request therefor by Transferor, or if at any time Owner Trustee shall
be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then Transferor may, but shall not be required to, remove Owner
Trustee. If Transferor shall remove Owner Trustee under the authority of the
immediately preceding sentence, Transferor 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



                                       16
<PAGE>

and one copy to the successor Owner Trustee and (ii) pay all amounts owed to
the outgoing Owner Trustee in its individual capacity.

         Any resignation or removal of Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this SECTION 9.2
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to SECTION 9.3 and, in the case of removal, payment of
all fees and expenses owed to the outgoing Owner Trustee (as such or in its
individual capacity). Transferor shall provide notice of such resignation or
removal of Owner Trustee to each Rating Agency.

         Section 9.3. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to SECTION 9.2 shall execute, acknowledge and deliver to
Transferor 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 Transferor 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 9.3 unless at the time of such acceptance such successor Owner
Trustee shall be eligible pursuant to SECTION 9.1.

         Upon acceptance of appointment by a successor Owner Trustee pursuant
to this SECTION 9.3, Transferor shall mail notice of such acceptance of
appointment including the name of such successor Owner Trustee to Transferor,
Indenture Trustee, the Noteholders and each Rating Agency. If Transferor
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 Transferor.

         Upon acceptance of appointment by a successor Owner Trustee pursuant
to this SECTION 9.3, such successor Owner Trustee shall file an amendment to
the Certificate of Trust with the Secretary of State of the State of Delaware
identifying the name and principal place of business of such successor Owner
Trustee in the State of Delaware.

         Section 9.4. MERGER OR CONSOLIDATION OF OWNER TRUSTEE.
Notwithstanding anything herein to the contrary, any Person into which Owner
Trustee may be merged or converted or with which it may be consolidated, or
any



                                       17
<PAGE>

Person resulting from any merger, conversion or consolidation to which Owner
Trustee shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of Owner Trustee, shall be the successor
of Owner Trustee hereunder (PROVIDED that such Person shall meet the
eligibility requirements set forth in SECTION 9.1), 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) Owner Trustee shall mail notice of such
merger or consolidation to each Rating Agency and (b) Owner Trustee shall
file any necessary amendments to the Certificate of Trust with the Secretary
of State of the State of Delaware.

         Section 9.5. 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 Trust Estate may at the time be located, Transferor and 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 Transferor and
Owner Trustee to act as co-trustee, jointly with Owner Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person, in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this SECTION 9.5, such
powers, duties, obligations, rights and trusts as Transferor and Owner
Trustee may consider necessary or desirable. If Transferor shall not have
joined in such appointment within fifteen (15) days after the receipt by it
of a request so to do, 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 9.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to SECTION 9.3.

         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 Owner Trustee shall be conferred upon and exercised or
         performed by 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 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, 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 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 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



                                       18
<PAGE>


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

         Any separate trustee or co-trustee may at any time appoint 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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.1. SUPPLEMENTS AND AMENDMENTS. This Agreement may be
amended from time to time, by a written amendment duly executed and delivered
by Transferor and Owner Trustee, without the consent of any of the
Noteholders, to cure any ambiguity, to correct or supplement any provisions
in this Agreement or to add any other provisions with respect to matters or
questions raised under this Agreement which shall not be inconsistent with
the provisions of this Agreement; PROVIDED, HOWEVER, that such amendment will
not, as evidenced by an Officer's Certificate of Transferor addressed and
delivered to Owner Trustee and Indenture Trustee, materially and adversely
affect the interest of any Noteholder. In addition, this Agreement may be
amended from time to time, by a written amendment duly executed and delivered
by Transferor and Owner Trustee, without the consent of any of the
Noteholders, and upon satisfaction of the Rating Agency Condition, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or modifying in any manner the rights
of the Noteholders; PROVIDED, HOWEVER, that such amendment will not (i) as
evidenced by an Officer's Certificate of Transferor addressed and delivered
to Owner Trustee and Indenture Trustee, materially and adversely affect the
interest of any Noteholder and (ii) as evidenced by an Opinion of Counsel
addressed and delivered to Owner Trustee and Indenture Trustee, cause the
Trust to be classified as an association (or a publicly traded



                                       19
<PAGE>


partnership) taxable as a corporation for federal income tax purposes;
PROVIDED, FURTHER, that SECTION 2.3 of this Agreement may be amended only
with the consent of the Holders of Notes evidencing not less than a majority
of the Outstanding Amount of the Notes. Additionally, notwithstanding the
preceding sentence, this Agreement will be amended by Transferor and Owner
Trustee without the consent of Indenture Trustee or any of the Noteholders to
add, modify or eliminate such provisions as may be necessary or advisable in
order to enable all or a portion of the Trust (i) to qualify as, and to
permit an election to be made to cause the Trust to be treated as, a
"financial asset securitization investment trust" as described in the
provisions of Section 860L of the Code, and (ii) to avoid the imposition of
state or local income or franchise taxes imposed on the Trust's property or
its income; PROVIDED, HOWEVER, that (i) Transferor delivers to Indenture
Trustee and Owner Trustee an Officer's Certificate to the effect that the
proposed amendments meet the requirements set forth in this subsection, (ii)
the Rating Agency Condition shall have been satisfied with respect to such
amendment and (iii) such amendment does not affect the rights, benefits,
protections, privileges, immunities, duties or obligations of Owner Trustee
hereunder. The amendments which Transferor may make without the consent of
Noteholders pursuant to the preceding sentence may include the addition of a
Transferor of Receivables.

         This Agreement may also be amended from time to time by a written
amendment duly executed and delivered by Transferor and Owner Trustee, with
the consent of Indenture Trustee and the Holders of Notes evidencing not less
than 66 2/3% of the Outstanding Amount of the Notes, 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 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; PROVIDED FURTHER, that such
amendment will not, as evidenced by an Opinion of Counsel addressed and
delivered to Owner Trustee and Indenture Trustee, cause the Trust to be
classified as an association (or a publicly traded partnership) taxable as a
corporation for federal income tax purposes.

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

         It shall not be necessary for the consent of the Noteholders
pursuant to this SECTION 10.1 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof



                                       20
<PAGE>


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

         Owner Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer's Certificate of Transferor to the effect
that the conditions to amendment have been satisfied.

         Owner Trustee may, but shall not be obligated to, enter into, and
unless it has consented thereto in writing shall not be bound by, any amendment
which affects Owner Trustee's own rights, duties, benefits, protections,
privileges or immunities (as such or in its individual capacity) under this
Agreement or otherwise.

         Section 10.2. NO LEGAL TITLE TO TRUST ESTATE IN TRANSFEROR. Transferor
shall not have legal title to any part of the Trust Estate. No transfer, by
operation of law or otherwise, of any right, title, and interest of Transferor
to and in its undivided beneficial interest in the Trust Estate shall operate to
terminate this Agreement or annul, dissolve or terminate the Trust or entitle
any transferee to an accounting or to the transfer to it of legal title to any
part of the Trust Estate.

         Section 10.3. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of Owner Trustee (as such or in its
individual capacity), the other Indemnified Parties, Transferor, and, to the
extent expressly provided herein, 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
Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

         Section 10.4. NOTICES. Unless otherwise expressly specified or
permitted by the terms hereof, all notices and other communications shall be in
writing and shall be deemed given upon receipt by the intended recipient or
three (3) Business Days after mailing if mailed by certified mail, postage
prepaid (except that notice to Owner Trustee, Transferor or Indenture Trustee
shall be deemed given only upon actual receipt by Owner Trustee, Transferor or
Indenture Trustee), if to Owner Trustee, addressed to the Corporate Trust
Office; if to Indenture Trustee, addressed to BNY Midwest Trust Company, [2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602]; if to Transferor,
addressed to WFN Credit Company, LLC, c/o World Financial Network National Bank,
800 Techcenter Drive, Gahanna, Ohio 43230, Attn: President; 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 10.5. 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



                                       21

<PAGE>


unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 10.6. 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 10.7. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, Transferor
and its permitted assignees and Owner Trustee (as such or in its individual
capacity) and its successors, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by Transferor shall
bind the successors and assigns of Transferor.

         Section 10.8. NON-PETITION COVENANTS. Notwithstanding any prior
termination of the Trust or this Agreement, [___________], individually or in
its capacity as Owner Trustee, shall not at any time institute against the
Trust, Transferor or Certificate Trust, or solicit or join or cooperate with
or encourage any institution against the Trust, Transferor or Certificate
Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligation relating
to the Notes, this Agreement or any of the Transaction Documents; PROVIDED,
HOWEVER, that this SECTION 10.8 shall not operate to preclude any remedy
described in ARTICLE V of the Indenture.

         Notwithstanding any prior termination of the Trust or this Agreement,
Transferor shall not at any time institute against the Trust or Certificate
Trust, or solicit or join or cooperate with or encourage any institution against
the Trust or Certificate Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Agreement or any of the Transaction
Documents; PROVIDED, HOWEVER, that this SECTION 10.8 shall not operate to
preclude any remedy described in ARTICLE V of the Indenture.

         Section 10.9. NO RECOURSE. Each Person holding or owning the Transferor
Interest (or any interest therein), by accepting the Transferor Interest (or its
interest therein), acknowledges that the Transferor Interest does not represent
an interest in or obligation of Servicer, Owner Trustee (as such or in its
individual capacity), Indenture Trustee or any Affiliate thereof (other than the
Trust), 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.




                                       22
<PAGE>


         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. INTEGRATION OF DOCUMENTS. This Agreement constitutes the
entire agreement of the parties hereto and thereto with respect to the subject
matter hereof and supersedes all prior agreements relating to the subject matter
hereof.

                           [Signature Page to Follow]





















                                       23

<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.


                                     [___________________________],
                                     as Owner Trustee

                                     By:  ______________________________________
                                          Name:
                                          Title:

                                     WFN CREDIT COMPANY, LLC,
                                     as Transferor

                                     By:  ______________________________________
                                          Name:
                                          Title:


















TRUST AGREEMENT SIGNATURE PAGE

                                       S-1


<PAGE>

                                                                       EXHIBIT A
                                     FORM OF
                             CERTIFICATE OF TRUST OF
                             WORLD FINANCIAL NETWORK
                          CREDIT CARD MASTER NOTE TRUST

         This Certificate of Trust of World Financial Network Credit Card Master
Note Trust (the "TRUST") is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 DEL.
C. Section 3801 ET SEQ.) (the "ACT").

         1. NAME. The name of the business trust created hereby is World
Financial Network Credit Card Master Note Trust.

         2. DELAWARE TRUSTEE. The name and business address of the trustee of
the Trust having its principal place of business in the State of Delaware are
[_____________], Attention: Corporate Trust Administration.

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


                                      [_____________________________]
                                            not in its individual capacity but
                                            solely as owner trustee of the Trust
                                            Agreement



                                     By:  ______________________________________
                                          Name:
                                          Title:



















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