<PAGE>

                                                                   Exhibit 4.10b

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                             BANK ONE ISSUANCE TRUST

                      AMENDED AND RESTATED TRUST AGREEMENT


                                     between

                      FIRST USA BANK, NATIONAL ASSOCIATION,
                                  as Transferor



                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee



                             Dated as of May 1, 2002

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01.  Capitalized Terms ..........................................    1
Section 1.02.  Other Definitional Provisions...............................    5

                                   ARTICLE II

                                  ORGANIZATION


Section 2.01.  Name .......................................................    6
Section 2.02.  Office .....................................................    6
Section 2.03.  Purpose and Powers; Owner Trust to Operate as a
               Single Purpose Entity ......................................    7
Section 2.04.  Appointment of Owner Trustee................................    9
Section 2.05.  Initial Capital Contribution of Trust Estate ...............    9
Section 2.06.  Declaration of Trust........................................   10
Section 2.07.  Title to Trust Property ....................................   10
Section 2.08.  Situs of Owner Trust.......................................    10
Section 2.09.  Representations and Warranties of the Beneficiary ..........   10

                                  ARTICLE III

                              BENEFICIAL INTEREST

Section 3.01.  Initial Ownership ..........................................   12
Section 3.02.  Restrictions on Transfer ...................................   12

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice to Beneficiary and Transferor with
               Respect to Certain Matters .................................   13
Section 4.02.  Restrictions on Power ......................................   13

                                       i

<PAGE>



                                   ARTICLE V

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

<TABLE>
<S>                                                                                <C>
Section 5.01.  General Authority ................................................   14
Section 5.02.  General Duties ...................................................   14
Section 5.03.  Action Upon Instruction ..........................................   14
Section 5.04.  No Duties Except as Specified in this Agreement
               or in Instructions...............................................    15
Section 5.05.  No Action Except under Specified Documents or Instructions .......   16
Section 5.06.  Owner Trust Operation ............................................   16
Section 5.07.  Restrictions .....................................................   17

                                   ARTICLE VI

                          CONCERNING THE OWNER TRUSTEE

Section 6.01.  Acceptance of Trusts and Duties ..................................   17
Section 6.02.  Furnishing of Documents ..........................................   19
Section 6.03.  Representations and Warranties ...................................   19
Section 6.04.  Reliance; Advice of Counsel ......................................   20
Section 6.05.  Not Acting in Individual Capacity ................................   20
Section 6.06.  Owner Trustee Not Liable for Notes or Collateral .................   21
Section 6.07.  Owner Trustee May Own Notes ......................................   21

                                  ARTICLE VII

                         COMPENSATION OF OWNER TRUSTEE

Section 7.01. Owner Trustee's Fees and Expenses .................................   21
Section 7.02. Indemnification ...................................................   22
Section 7.03. Payments to the Owner Trustee......................................   22

                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

Section 8.01.  Termination of Trust Agreement ...................................   22
</TABLE>

                                       ii

<PAGE>


                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


<TABLE>
<S>                                                                           <C>
Section 9.01.   Eligibility Requirements for Owner Trustee ................   23
Section 9.02.   Resignation or Removal of Owner Trustee ...................   23
Section 9.03.   Successor Owner Trustee ...................................   24
Section 9.04.   Merger or Consolidation of Owner Trustee ..................   25
Section 9.05.   Appointment of Co-Trustee or Separate Owner Trustee .......   25

                                    ARTICLE X

                                  MISCELLANEOUS


Section 10.01.  Supplements and Amendments ................................   27
Section 10.02.  No Legal Title to Owner Trust Estate in Beneficiary .......   28
Section 10.03.  Limitations on Rights of Others ...........................   28
Section 10.04.  Notices ...................................................   29
Section 10.05.  Severability ..............................................   29
Section 10.06.  Separate Counterparts .....................................   29
Section 10.07.  Successors and Assigns ....................................   29
Section 10.08.  Nonpetition Covenants .....................................   29
Section 10.09.  No Recourse ...............................................   30
Section 10.10.  Headings ..................................................   30
Section 10.11.  GOVERNING LAW .............................................   30
Section 10.12.  Acceptance of Terms of Agreement ..........................   30
Section 10.13.  Integration of Documents ..................................   31

                                    EXHIBITS

EXHIBIT A       FORM OF CERTIFICATE OF TRUST ..............................  A-1
</TABLE>

                                      iii


<PAGE>

          This BANK ONE ISSUANCE TRUST AMENDED AND RESTATED TRUST AGREEMENT
between FIRST USA BANK, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States of America, as Transferor, and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee, is
made and entered into as of May 1, 2002.

          WHEREAS, the Beneficiary and the Owner Trustee have heretofore created
a statutory business trust pursuant to the Delaware Business Trust Act (as
hereinafter defined) by filing the Certificate of Trust (as hereinafter defined)
with the office of the Secretary of State (as hereinafter defined) on April 24,
2002, and entering into a Trust Agreement, dated as of April 24, 2002 (the
"Original Trust Agreement"); and

          WHEREAS, the parties hereto desire to continue the Trust (as
hereinafter defined) as a statutory business trust under the Delaware Business
Trust Act and to amend and restate the Original Trust Agreement of the Trust in
its entirety.

          NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

          "Additional Transferor" has the meaning specified in the Transfer and
Servicing Agreement.

          "Administrator" means First USA or any successor Administrator under
the Transfer and Servicing Agreement.

          "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.



<PAGE>

          "Agreement" means this Bank One Issuance Trust Amended and Restated
Trust Agreement, as the same may be amended, modified or otherwise supplemented
from time to time.

          "Asset Pool" has the meaning specified in the Indenture.

          "Asset Pool Supplement" has the meaning specified in the Indenture.

          "Bank Accounts" has the meaning specified in the applicable Asset Pool
Supplement.

          "Beneficial Interest" means the beneficial ownership interest of the
Beneficiary in the assets of the Trust which, with respect to each Asset Pool
shall be the Transferor Interest in that Asset Pool.

          "Beneficiary" means First USA, in its capacity as beneficial owner of
the Owner Trust, and each Permitted Affiliate Transferee and other transferee
under Section 3.02.

          "Business Trust Statute" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C.(S) 3801, et seq., as the same may be amended from time to time,
and any successor to such statute.

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

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Collateral Agent" has, with respect to each Asset Pool, the meaning
specified in the applicable Asset Pool Supplement.

          "Collateral Certificate" means an Investor Certificate issued pursuant
to a Pooling and Servicing Agreement and the related Series Supplement.

          "Corporate Trust Office" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at 1100 North
Market Street, Wilmington, Delaware 19890-1600, 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 Beneficiary and the Transferor).

                                       2



<PAGE>

          "Expenses" has the meaning specified in Section 7.02.

          "First USA" means First USA Bank, National Association, a national
banking association, and its successors and permitted assigns.

          "GAAP" has the meaning specified in the Indenture.

          "Governmental Authority" means the United States of America, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

          "Indemnified Parties" has the meaning specified in Section 7.02.

          "Indenture" means the Indenture, dated as of May 1, 2002, between the
Owner Trust and the Indenture Trustee, as the same may be amended, supplemented
or otherwise modified from time to time.

          "Indenture Supplement" has the meaning specified in the Indenture.

          "Indenture Trustee" means Wells Fargo Bank Minnesota, National
Association, not in its individual capacity but solely as Indenture Trustee
under the Indenture, and any successor Indenture Trustee under the Indenture.

          "Investor Certificate" has the meaning specified in the Indenture.

          "Issuer Tax Opinion" has the meaning specified in the Indenture.

          "Master Trust" has the meaning specified in the Indenture.

          "Master Trust Servicer" means First USA or any successor servicer, in
its capacity as servicer pursuant to the applicable Pooling and Servicing
Agreement.

          "Master Trust Tax Opinion" has the meaning specified in the Indenture.

          "Master Trust Trustee" means the trustee under the applicable Pooling
and Servicing Agreement and each successor trustee under such Pooling and
Servicing Agreement.

          "Note" has the meaning specified in the Indenture.

          "Noteholder" has the meaning specified in the Indenture.

                                       3



<PAGE>

          "Note Rating Agency" has the meaning specified in the Indenture.

          "Owner Trust" means the Delaware statutory business 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 Trustee pursuant
to Section 2.05 of this Agreement, Section 2.01 of the Transfer and Servicing
Agreement, the granting clause of the Indenture, the granting clause of each
Asset Pool Supplement, all monies, securities, instruments and other property on
deposit from time to time in the Bank Accounts and all other property of the
Owner Trust from time to time, including any rights of the Owner Trustee and the
Owner Trust pursuant to the Transfer and 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.

          "Permitted Affiliate Transferee" is defined in Section 3.02.

          "Person" means any individual, corporation, estate, partnership,
limited liability company, limited liability partnership, joint venture,
association, joint-stock company, business trust, trust, unincorporated
organization or government or any agency or political subdivision thereof.

          "Pooling and Servicing Agreement" means a pooling and servicing
agreement, indenture or other agreement relating to the issuance of securities
from time to time from a Master Trust and the servicing of the receivables in
such Master Trust, as such agreement may be amended, restated and supplemented
from time to time.

          "Receivables" has the meaning specified in the Transfer and Servicing
Agreement.

          "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 any officer within the Corporate Trust
Office of the Owner Trustee (or any successor group of the Owner Trustee),
including any Vice President or

                                       4



<PAGE>

any other officer of the Owner Trustee customarily performing functions similar
to those performed by any person who at the time shall be an above-designated
officer and who shall have direct responsibility for the administration of this
Agreement.

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

          "Securities Act" means the Securities Act of 1933, as amended.

          "Series Supplement" means a series supplement to a Pooling and
Servicing Agreement or similar document setting forth the terms of a Collateral
Certificate, as such agreement may be amended, supplemented, restated or
otherwise modified from time to time.

          "Servicer" has the meaning specified in the Transfer and Servicing
Agreement.

          "Transaction Documents" means the Indenture, any Indenture Supplement,
any Asset Pool Supplement, the Certificate of Trust, this Agreement and the
Transfer and Servicing Agreement and other documents delivered in connection
herewith and therewith.

          "Transfer and Servicing Agreement" means the Transfer and Servicing
Agreement, dated as of May 1, 2002, among the Owner Trust, as Issuer, First USA,
as Transferor, Servicer and Administrator, and Wells Fargo Bank Minnesota,
National Association, as Indenture Trustee and Collateral Agent, as the same may
be amended, supplemented or otherwise modified from time to time.

          "Transferor" means First USA, in its capacity as Transferor hereunder
and its successors and assigns in such capacity.

          "Transferor Interest" has the meaning specified in the applicable
Asset Pool Supplement.

          "UCC" means the Uniform Commercial Code as in effect in the State of
Delaware and any other applicable jurisdiction.

          Section 1.02. Other Definitional Provisions. (a) Capitalized terms
used herein and not otherwise defined have the meanings specified 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.

                                       5


<PAGE>

          (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
"Bank One Issuance Trust," in which name the Owner Trustee 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 Beneficiary and the Transferor.

          Section 2.03. Purpose and Powers; Owner Trust to Operate as a Single
Purpose Entity. The purpose of the Owner Trust is to engage in the following
activities:

               (i) to acquire Collateral Certificates from First USA or any
      special purpose vehicle established by First USA or any of its Affiliates;

               (ii) to acquire Receivables from First USA or any special purpose
      vehicle established by First USA or any of its Affiliates;

                                       6



<PAGE>

               (iii)  from time to time, to grant a security interest in the
     Collateral Certificates and the Receivables, and grant a security interest
     in accounts established for the benefit of indebtedness of the Owner Trust,
     all to secure indebtedness of the Owner Trust, or make any permitted
     transfer of interests in any Receivables or in any portion of the Invested
     Amount of a Collateral Certificate directly or beneficially to any third
     party;

               (iv)   from time to time, to authorize and approve the issuance
     of Notes pursuant to the Indenture without limitation as to aggregate
     amounts and, in connection therewith, determine the terms and provisions of
     such Notes and of the issuance and sale thereof, including the following:

               (A)    determining the principal amount of the Notes;

               (B)    determining the legal maturity date of the Notes;

               (C)    determining the rate of interest, if any, to be paid on
     the Notes;

               (D)    determining the price or prices at which such Notes will
     be sold by the Owner Trust;

               (E)    determining the provisions, if any, for the redemption or
     amortization of such Notes;

               (F)    determining the form, terms and provisions of the
     indentures, fiscal agency agreements or other instruments under which the
     Notes may be issued and the banks or trust companies to act as trustees,
     fiscal agents and paying agents thereunder;

               (G)    preparing and filing all documents necessary or
     appropriate in connection with the registration of the Notes under the
     Securities Act of 1933, the qualification of indentures under the Trust
     Indenture Act of 1939 and the qualification under any other applicable
     federal, foreign, state, local or other governmental requirements;

               (H)    preparing any registration statement or prospectus or
     other descriptive material relating to the issuance of the Notes;


               (I)    listing the Notes on any United States or foreign stock

                                       7



<PAGE>

      exchange;

               (J)    entering into one or more interest rate or currency swaps,
     caps, collars, guaranteed investment contracts or other derivative
     agreements with counterparties (which may include, without limitation,
     First USA or any of its Affiliates) to manage interest rate or currency
     risk relating to the Notes;

               (K)    entering into one or more supplemental credit enhancement
     agreements or liquidity agreements;

               (L)    appointing a paying agent or agents for purposes of
     payments on the Notes; and

               (M)    arranging for the underwriting, subscription, purchase or
     placement of the Notes and selecting underwriters, managers and purchasers
     or agents for that purpose;

               (v)    from time to time receive payments and proceeds with
     respect to any Collateral Certificates and any Receivables and the
     Indenture and either invest or distribute those payments and proceeds;

               (vi)   from time to time make deposits to and withdrawals from
     accounts established under the Indenture;

               (vii)  from time to time make and receive payments pursuant to
     derivative agreements, supplemental credit enhancement agreements or
     liquidity agreements;

               (viii) from time to time make payments on the Notes;

               (ix)   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;

               (x)    from time to time perform such obligations and exercise
     and enforce such rights and pursue such remedies as may be appropriate by
     virtue of the Owner Trust being party to any of the agreements contemplated
     in clauses (i) through (ix) above; and

               (xi)   subject to compliance with the Transaction Documents, to
     engage in such other activities as may be required in connection with
     conservation

                                       8

<PAGE>


     of the Owner Trust Estate and the making of distributions to the
     Noteholders and the Transferor, which activities shall not be contrary to
     the status of the Owner Trust as a qualified special purpose entity.

     In connection with any of the foregoing, the Owner Trust may (x) execute
and deliver, and/or accept, such instruments, agreements, certificates, UCC
financing statements and other documents, and create such security interests, as
may be necessary or desirable in connection therewith, and (y) subject to the
terms of this Agreement, take such other action as may be necessary or
incidental to the foregoing. 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 Beneficiary hereby
appoints Wilmington Trust Company as Owner Trustee of the Owner Trust effective
as of the date hereof, to have all the rights, powers and duties set forth
herein and in the Business Trust Statute.

          Section 2.05. Initial Capital Contribution of Trust Estate. The
Beneficiary hereby assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Beneficiary, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Owner Trust
Estate and shall be held by the Owner Trustee. The Beneficiary 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 sole use and benefit of the Beneficiary,
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 Transfer and Servicing 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 Transferor. The parties hereto agree that
they will take no action contrary to the foregoing intention. Effective as of
the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein, to the extent not inconsistent with the Business Trust Statute.

          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 until this Agreement terminates pursuant to Article VIII, except where
applicable law in any jurisdiction requires title Section 1.9. to any part of
the Owner Trust Estate to be vested in a trustee or trustees of a trust, in
which case

                                       9

<PAGE>


title to that part of the Owner Trust Estate shall be deemed to be vested in the
Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

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

          Section 2.09. Representations and Warranties of the Beneficiary. The
Beneficiary hereby represents and warrants to the Owner Trustee that:

          (a) The Beneficiary is a national banking association duly organized
and validly existing in good standing under the laws of the United States of
America and has the 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.

          (b) The Beneficiary 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 in any material respect, and has obtained all necessary
licenses and approvals with respect to the Beneficiary, in each jurisdiction in
which failure to so qualify or to obtain such licenses and approvals would have
a material adverse effect on the interests of any holder of Notes issued by the
Owner Trust; provided, however, that no representation or warranty is made with
respect to any qualifications, licenses or approvals which the Owner Trustee or
the Indenture Trustee has or may be required at any time to obtain, if any, in
connection with the transactions contemplated hereby or by any other Transaction
Document to which the Owner Trustee or the Indenture Trustee, as the case may
be, 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 the Beneficiary is a party have been duly authorized by the
Beneficiary by all necessary corporate action on its part and each of this
Agreement and the other Transaction Documents to which the Beneficiary is a
party will remain, from the time of its execution, an official record of the
Beneficiary; the Beneficiary has the power and authority to assign the property
to be assigned to and deposited with the Owner Trust pursuant to Section 2.05 of
this Agreement, Section 2.01 of the Transfer and Servicing Agreement, the
granting clause of the Indenture and the granting clause of each Asset Pool
Supplement.

                                       10



<PAGE>

     (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 the Beneficiary is a party or by
which it or any of its properties are bound (other than violations of such
indentures, contracts, agreements, mortgages, deeds of trust or other
instruments which, individually or in the aggregate, would not have a material
adverse effect on the Beneficiary's ability to perform its obligations under
this Agreement).

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

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

                                   ARTICLE III

                               BENEFICIAL INTEREST

     Section 3.01. Initial Ownership. Upon the creation of the Owner Trust by
                   -----------------
the contribution pursuant to Section 2.05, the Beneficiary shall be the sole
beneficial owner of the Owner Trust.

     Section 3.02. Restrictions on Transfer.
                   ------------------------

     Transfers of the Beneficial Interest may be made between the Transferor and
any other Person who is an Affiliate of the Transferor (a "Permitted Affiliate
Transferee") only upon delivery to the Master Trust Trustee and the Owner
Trustee of a Master Trust Tax Opinion and

                                       11

<PAGE>


an Issuer Tax Opinion, respectively, with respect to such transfer. The
Beneficiary may not sell, participate, transfer, assign, exchange or otherwise
pledge or convey all or any part of its right, title and interest in and to the
Beneficial Interest to any other Person, except to any Permitted Affiliate
Transferee. Any purported transfer by the Beneficiary of all or any part of its
right, title and interest in and to the Beneficial Interest to any Person will
be effective only upon the issuance of a Master Trust Tax Opinion and an Issuer
Tax Opinion (each as defined in the Indenture), which will not be an expense of
the Owner Trustee and the satisfaction of any additional conditions to the
designation of an Additional Transferor provided in Section 2.07 of the Transfer
and Servicing Agreement. To the extent permitted by applicable law, any
purported transfer by the Beneficiary of all or any part of its right, title and
interest in and to the Beneficial Interest which is not in compliance with the
terms of this Section 3.02 will be null and void.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

          Section 4.01. Prior Notice to Beneficiary and Transferor with Respect
to Certain Matters. With respect to the following matters, the Owner Trustee
shall not take action unless at least 30 days (or such lesser time as shall be
agreed upon in writing by the Beneficiary and the Transferor) before the taking
of such action the Owner Trustee shall have notified the Beneficiary and the
Transferor:

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

          (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 Beneficiary or the
Transferor;

          (e) the amendment, change or modification of the Transfer and
Servicing 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 Beneficiary; or

                                       12



<PAGE>

          (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.

                                    ARTICLE V

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

          Section 5.01. General Authority. Each of the Owner Trustee and the
Beneficiary is authorized and directed to execute and deliver 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 other agreement, in each
case, in such form as the Beneficiary shall approve as evidenced conclusively by
the Owner Trustee's execution thereof or the Beneficiary's execution thereof.
Each of the Owner Trustee and the Beneficiary is authorized to execute and
deliver registration statements or other documents required to be filed with the
Securities and Exchange Commission. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Owner Trust pursuant to the Transaction Documents. The Owner Trustee is
further authorized from time to time to take such action as the Administrator
directs in writing with respect to the Transaction Documents, except to the
extent that the Transaction Documents expressly require the consent of the
Beneficiary for any such action taken in good faith.

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

                                       13

<PAGE>


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 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 Beneficiary 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 Beneficiary
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 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 Beneficiary, and shall have no liability
to any Person for any such action or inaction taken in good faith.

     (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 Beneficiary requesting
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 instruction
within 10 days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with the Transaction Documents, as it shall
deem to be in the best interests of the Beneficiary, and shall have no liability
to any Person for such action or inaction.

     Section 5.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trust is a party, except as expressly provided by the terms
of the Transaction Documents or in any document or written instruction received
by the Owner Trustee pursuant to Section 5.03 and no implied duties or
obligations shall be read into any Transaction Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time


                                       14

<PAGE>


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. Owner Trust Operation. The operations of the Owner Trust
will be conducted in accordance with the following standards:

          (a) the Owner Trust will act solely in its own name through the Owner
Trustee or the Beneficiary;

          (b) the Owner Trust will not incur any indebtedness for money borrowed
or incur any obligations except in connection with the purposes set forth in
Section 2.03 of this Agreement;

          (c) except to the extent otherwise permitted by the Transaction
Documents, the Owner Trust's funds and assets will at all times be maintained
separately from those of the Beneficiary and its Affiliates;

          (d) the Owner Trust will take all reasonable steps to continue its
identity as a separate legal entity and to make it apparent to third persons
that it is an entity with assets and liability distinct from those of the
Beneficiary, the Beneficiary's Affiliates or any other third person, and will
use stationery and other business forms of the Owner Trustee or the Owner Trust
and not that of the Beneficiary or any of its Affiliates, and will use its best
efforts to avoid the appearance (i) of conducting business on behalf of the
Beneficiary or any Affiliates thereof, or (ii) that the assets of the Owner
Trust are available to pay the creditors of the Beneficiary or any Affiliates
thereof;

          (e) the Owner Trust will not hold itself out as being liable for the
debts of the Beneficiary or any Affiliates thereof;

                                       15



<PAGE>

          (f) the Owner Trust will not engage in any transaction with the
Beneficiary or any Affiliates thereof, except as required, or specifically
permitted, by this Agreement or unless such transaction is otherwise on terms
neither more favorable nor less favorable than the terms and conditions
available at the time to the Owner Trust for comparable transactions with other
Persons; and

          (g) the Owner Trust will not enter into any voluntary bankruptcy or
insolvency proceeding without a finding by the Owner Trustee that the Owner
Trust's liabilities exceeds its assets or that the Owner Trust is unable to pay
its debts in a timely manner as they become due.

          Section 5.07. 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 Beneficiary 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, bad
faith or negligence, (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 6.03 expressly made by the Owner Trustee in its
individual capacity or (iii) for its failure to use ordinary care in the
handling of funds. 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 personally liable for any error of
judgment made in good faith by a Responsible Officer of the Owner Trustee so
long as the same will not constitute negligence, bad faith or wilful misconduct;

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


          (c) no provision of this Agreement or any Transaction Document shall
require

                                       16

<PAGE>

the Owner Trustee to expend or risk funds or otherwise incur any financial
liability in the performance of any of its rights or powers hereunder, if the
Owner Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it;

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

         (e) the Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Transferor 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 and the Owner Trustee shall in no
event assume or incur any liability, duty, or obligation to any Noteholder or to
the Beneficiary, other than as expressly provided for herein;

         (f) the Owner Trustee shall not be personally liable for the default or
misconduct of the Administrator, the Indenture Trustee or any Collateral Agent
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 Transfer and Servicing Agreement, the Indenture Trustee
under the Indenture or the applicable Collateral Agent under the applicable
Asset Pool Supplement;

         (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 Beneficiary, unless the
Beneficiary has offered to the Owner Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities that may be incurred by the
Owner Trustee therein or thereby. The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty,
and the Owner Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of any such act; and

         (h) Notwithstanding anything contained herein to the contrary, the
Owner Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (i) require the
registration with, licensing by or the taking of any other similar action in
respect of, any state or other Governmental Authority or agency of any
jurisdiction other than the State of Delaware by or with respect to the Owner
Trustee; (ii) result in any fee, tax or other governmental charge under the laws
of any jurisdiction or any political subdivisions thereof in existence on the
date hereof other than the State of

                                       17

<PAGE>

Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner
Trustee to personal jurisdiction in any jurisdiction other than the State of
Delaware for causes of action arising from acts unrelated to the consummation of
the transactions by the Owner Trustee contemplated hereby. The Owner Trustee
shall be entitled to obtain advice of counsel (which advice shall be an expense
of the Transferor) to determine whether any action required to be taken pursuant
to the 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 Transferor
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 Beneficiary and the Indenture Trustee, promptly upon written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Transaction Documents.

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

         (d) The Owner Trustee complies with all of the requirements of Chapter
38, Title 12 of the Delaware Code relating to the qualification of a trustee of
a Delaware business trust.

         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,

                                       18

<PAGE>

consent, order, certificate, report, opinion, bond, or other document or paper
believed by it to be genuine and believed by it to be signed by the proper party
or parties. The 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 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 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 Notes or Collateral. The
recitals contained herein (other than the representations and warranties of the
Owner Trustee in Section 6.03) shall be taken as the statements of the
Transferor and the Owner Trustee assumes no responsibility for the correctness
thereof. The Owner Trustee makes no representations as to the validity or
sufficiency of the Notes or of any Transaction Document, of the Initial
Collateral Certificate, of any additional Collateral Certificates 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
any Collateral Certificate or the perfection and priority of any security
interest in any Collateral Certificate or any Receivables or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency of
the Owner 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 any Collateral Certificate or any
Receivables; the existence and contents of any Collateral Certificate or any
Receivables on any computer or other record thereof; the validity of the
assignment of any Collateral Certificate or

                                       19

<PAGE>

any Receivables to the Owner Trust or of any intervening assignment; the
completeness of any Collateral Certificate; the performance or enforcement of
any Collateral Certificate or any Receivables; the compliance by the 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 the Administrator 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 Transferor and the
Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the
Transferor 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.

         Section 7.02.Indemnification. To the fullest extent permitted by law,
the Transferor shall be liable as primary obligor for, and shall indemnify the
Owner Trustee and its successors, assigns, agents and servants (collectively,
the "Indemnified Parties") from and against, any and all liabilities,
obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of the
Transaction Documents, the Owner Trust Estate, the acceptance and administration
of the Owner Trust Estate or the action or inaction of the Owner Trustee
hereunder; provided that the 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 6.01;
provided further, that the 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
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 provi-

                                       20

<PAGE>

sions of Section 10.09. The indemnities contained in this Section 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, the Owner Trustee's choice of legal
counsel shall be subject to the approval of the Transferor, which approval shall
not be unreasonably withheld.

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

                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

         Section 8.01. Termination of Trust Agreement. (a) The Owner Trust shall
dissolve upon the final distribution by the Owner Trustee of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the Business
Trust Statute. Any money or other property held as part of the Owner Trust
Estate following such distribution shall be distributed to the Beneficiary. The
bankruptcy, liquidation, dissolution, termination, death or incapacity of the
Beneficiary shall not (x) operate to terminate this Agreement or the Owner
Trust, or (y) entitle the Beneficiary'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), neither the Transferor
nor the Beneficiary shall be entitled to revoke or terminate the Owner Trust.

         (c) Upon 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.

                                       21

<PAGE>

                                   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 trust company or a banking 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 "Baa3" by Moody's, at least "BBB-" by Standard & Poor's and, if
rated by Fitch, at least "BBB-" by Fitch, or if not rated, otherwise
satisfactory to each Note Rating Agency. If such corporation shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case 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 30 days' prior written notice thereof to the Administrator; provided,
however, that such resignation and discharge shall only be effective upon the
appointment of a successor Owner Trustee. Upon receiving such notice of
resignation, the Administrator shall promptly appoint a successor Owner Trustee
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within 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, 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.

                                       22

<PAGE>

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section 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 Note Rating Agency.

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

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

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of such to the Beneficiary,
the Transferor, the Indenture Trustee, each Collateral Agent, the Noteholders
and each Note Rating Agency. If the Administrator shall fail to mail such notice
within 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 such successor Owner Trustee shall file an amendment to the
Certificate of Trust with the Secretary of State reflecting the name and
principal place of business of such successor Owner Trustee in the State of
Delaware.

         Section 9.04. Merger or Consolidation of Owner Trustee. Notwithstanding
anything herein to the contrary, any corporation into which the Owner Trustee
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall be
the successor of the Owner Trustee hereunder (provided that such corporation
shall meet the

                                       23

<PAGE>

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 Owner 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 Estate, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the 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 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

                                       24

<PAGE>

     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. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner
Trustee and a copy thereof given to the Administrator,

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
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.
                        --------------------------

         (a) This Agreement may be amended from time to time, including in
connection with the execution of additional indentures, by a written amendment
duly executed and delivered by the Beneficiary and the Owner Trustee, without
the consent of the Indenture Trustee or any of the Noteholders, upon issuance of
a Master Trust Tax Opinion and an Issuer Tax Opinion, which shall not be
expenses of the Owner Trustee; provided, however, that such amendment will not
(i) as evidenced by an Officer's Certificate of the Transferor addressed and
delivered to the Owner Trustee and the Indenture Trustee, be reasonably expected
to have an Adverse Effect (as defined in the Indenture) and is not reasonably
expected to have an Adverse Effect at any time in the future; provided, further,
however, that such amendment will not significantly change the activities of the
Owner Trust. The Owner Trustee will not be responsible for determining whether
such amendment to this Agreement will significantly change the activities of the
Owner Trust.

         (b) This Agreement may also be amended from time to time, by a written

                                       25

<PAGE>

instrument executed by the Owner Trustee, at the written direction of the
Beneficiary, and the Beneficiary, with prior written notice to each Note Rating
Agency, upon issuance of a Master Trust Tax Opinion and an Issuer Tax Opinion
and (A) in the case of a significant change to subsection 2.03(a) which the
Owner Trust reasonably believes will not have an Adverse Effect (as defined in
the Indenture), with the consent of holders of not less than a majority of the
Outstanding Dollar Principal Amount (as defined in the Indenture) of each
series, class or tranche of Notes affected by such change, and (B) in all other
cases, with the consent of holders of more than 66 2/3% of the Outstanding
Dollar Principal Amount of each series, class or tranche of Notes affected by
such change; provided, however, that, without the consent of the holders of all
of the Notes then outstanding, no such amendment shall (a) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, collections of
payments in respect of any Collateral Certificate or any Receivables or
distributions that are required to be made for the benefit of the Noteholders or
(b) reduce the aforesaid percentage of the Outstanding Dollar Principal 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
Owner Trust shall furnish written notification of the substance of such
amendment or consent to the Indenture Trustee, each Collateral Agent and each
Note Rating Agency.

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

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

         The Owner Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Officer's Certificate of the Owner Trust or the
Administrator to the effect that the amendment is authorized and 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 Beneficiary. The
Beneficiary 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 Beneficiary to and in its 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

                                       26

<PAGE>

are solely for the benefit of the Owner Trustee, the Transferor, the
Beneficiary, 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 shall be deemed given only upon actual receipt by the Owner
Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if
to the Transferor or the Beneficiary, addressed to First USA Bank, National
Association, 3 Christina Centre, 201 N. Walnut Street, Wilmington, Delaware
19801, Attention: Jeff Rigg, with a copy to First USA Bank, National
Association, 1601 Elm Street, 46th Floor, Dallas, Texas 75201, Attention: Gavra
Flood and with a copy to BANK ONE CORPORATION, One Bank One Plaza, Suite
IL1-0460, Chicago, Illinois, Attention: Steve Etherington; 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
Transferor, the Owner Trustee and its successors and the Beneficiary and its
successors and permitted assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by the Beneficiary
shall bind the successors and assigns of the Beneficiary.

         Section 10.08. Nonpetition Covenants. To the fullest extent permitted
by applicable law, notwithstanding any prior termination of the Owner Trust or
this Agreement, the Owner Trustee (not in its individual capacity) and the
Beneficiary, by its acceptance of the Beneficial Interest, shall not at any time
with respect to the Owner Trust, the Beneficiary or any applicable Master Trust,
acquiesce, petition or otherwise invoke or cause the Owner Trust, the
Beneficiary or any applicable Master Trust to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Owner Trust, the

                                       27

<PAGE>

Beneficiary or any applicable Master Trust under any Federal or state
bankruptcy, insolvency or similar law or appointing a receiver, conservator,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Owner Trust, the Beneficiary or any applicable Master Trust or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Owner Trust, the Beneficiary or any applicable Master Trust;
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 Beneficiary by accepting the Beneficial
Interest acknowledges that the Beneficial Interest does not represent an
interest in or obligation of the Transferor, the Administrator, the Owner
Trustee (in its individual capacity), the Indenture Trustee, any Collateral
Agent or any Affiliate thereof, and no recourse may be had against such parties
or their assets, or against the assets pledged under the Indenture or the
applicable Asset Pool Supplement, 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. Acceptance of Terms of Agreement. THE RECEIPT AND
ACCEPTANCE OF THE BENEFICIAL INTEREST BY THE BENEFICIARY, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE BENEFICIARY OF ALL THE TERMS AND PROVISIONS OF THIS AGREEMENT,
AND SHALL CONSTITUTE THE AGREEMENT OF THE OWNER TRUST THAT THE TERMS AND
PROVISIONS OF THIS AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS
BETWEEN THE OWNER TRUST AND THE BENEFICIARY.

         Section 10.13. Integration of Documents. This Agreement, together with
the Transfer and Servicing Agreement, constitutes the entire agreement of the
parties hereto and thereto with respect to the subject matter hereof and thereof
and supercedes all prior agreements relating to the subject matter hereof and
thereof.

                           [Signature Page to Follow]

                                       28

<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:  /s/ James P. Lawler
                                            ------------------------------------
                                             Name:  James P. Lawler
                                             Title: Vice President


                                        FIRST USA BANK, NATIONAL ASSOCIATION,
                                        as Beneficiary and as Transferor


                                        By:   /s/ Stephen R. Etherington
                                             -----------------------------------
                                             Name:  Stephen R. Etherington
                                             Title: First Vice President

<PAGE>

                                                                       Exhibit A
                                                                       ---------

            [FORM OF] CERTIFICATE OF TRUST OF BANK ONE ISSUANCE TRUST


         This Certificate of Trust of Bank One Issuance Trust (the "Trust"), has
been duly executed and is being filed by the undersigned, as trustee, to create
a business trust under the Delaware Business Trust Act (12 Del. C., (S) 3801 et
seq.) (the "Act"),

         1.   Name. The name of the business trust created hereby is Bank One
Issuance Trust.

         2.   Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Wilmington Trust Company, 1100 North
Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust
Administration.

         3.   Effective Date. This Certificate of Trust shall be effective April
24, 2002.

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


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


                                         By: _______________________________
                                             Name:
                                             Title:

                                      A-1