Exhibit 4.2




                         CNH EQUIPMENT TRUST 2002-B

                              TRUST AGREEMENT



                                  between



                        CNH CAPITAL RECEIVABLES INC.



                                    and



                           THE BANK OF NEW YORK,
                                 as Trustee




                        Dated as of November 1, 2002



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                             Table of Contents

                                                                           Page

                                 ARTICLE I
                                Definitions

SECTION 1.1.    Definitions..................................................1

SECTION 1.2.    Other Definitional Provisions................................1

                                 ARTICLE II
                                Organization

SECTION 2.1.    Name.........................................................2

SECTION 2.2.    Office.......................................................2

SECTION 2.3.    Purposes and Powers..........................................2

SECTION 2.4.    Appointment of Trustee.......................................3

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

SECTION 2.6.    Declaration of Trust.........................................3

SECTION 2.7.    Liability of the Certificateholders..........................4

SECTION 2.8.    Title to Trust Property......................................4

SECTION 2.9.    Situs of Trust...............................................4

SECTION 2.10.   Representations and Warranties of the Depositor..............4

SECTION 2.11.   Federal Income Tax Allocations; Tax Treatment................5

                                ARTICLE III
                Trust Certificates and Transfer of Interests

SECTION 3.1.    Initial Ownership............................................7

SECTION 3.2.    The Trust Certificates.......................................7

SECTION 3.3.    Authentication of Trust Certificates.........................7

SECTION 3.4.    Registration of Transfer and Exchange of Trust
                Certificates.................................................7

SECTION 3.5.    Mutilated, Destroyed, Lost or Stolen Trust Certificates......9

SECTION 3.6.    Persons Deemed Certificateholders............................9

SECTION 3.7.    Access to List of Certificateholders' Names and Addresses...10

SECTION 3.8.    Maintenance of Office or Agency.............................10

SECTION 3.9.    Appointment of Paying Agent.................................10





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                             TABLE OF CONTENTS
                                (continued)
                                                                           Page
                                 ARTICLE IV
                             Actions by Trustee

SECTION 4.1.    Prior Notice to Certificateholders with
                Respect to Certain Matters..................................11

SECTION 4.2.    Action by Certificateholders with Respect to
                Certain Matters.............................................12

SECTION 4.3.    Action by Certificateholders with
                Respect to Bankruptcy.......................................12

SECTION 4.4.    Restrictions on Certificateholders' Power...................12

SECTION 4.5.    Majority Control............................................12

                                 ARTICLE V
                 Application of Trust Funds; Certain Duties

SECTION 5.1.    Establishment of Trust Account..............................13

SECTION 5.2.    Applications of Trust Funds.................................13

SECTION 5.3.    Method of Payment...........................................14

SECTION 5.4.    No Segregation of Moneys; No Interest.......................14

SECTION 5.5.    Accounting and Reports to the Noteholders,
                Certificateholders, the Internal
                Revenue Service and Others..................................14

SECTION 5.6.    Signature on Returns; Tax Matters Partner...................15

                                 ARTICLE VI
                      Authority and Duties of Trustee

SECTION 6.1.    General Authority...........................................15

SECTION 6.2.    General Duties..............................................16

SECTION 6.3.    Action upon Instruction.....................................16

SECTION 6.4.    No Duties Except as Specified in this Agreement
                or in Instructions..........................................17

SECTION 6.5.    No Action Except Under Specified Documents or Instructions..17

SECTION 6.6.    Restrictions................................................18

                                ARTICLE VII
                           Concerning the Trustee

SECTION 7.1.    Acceptance of Trusts and Duties.............................18

SECTION 7.2.    Furnishing of Documents.....................................19



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<PAGE>

                             TABLE OF CONTENTS
                                (continued)
                                                                           Page


SECTION 7.3.    Representations and Warranties..............................20

SECTION 7.4.    Reliance; Advice of Counsel.................................20

SECTION 7.5.    Not Acting in Individual Capacity...........................21

SECTION 7.6.    Trustee Not Liable for Trust Certificates or Receivables....21

SECTION 7.7.    Trustee May Not Own Notes...................................22

                                ARTICLE VIII
                          Compensation of Trustee

SECTION 8.1.    Trustee's Fees and Expenses.................................22

SECTION 8.2.    Indemnification.............................................22

SECTION 8.3.    Payments to the Trustee.....................................23

                                 ARTICLE IX
                       Termination of Trust Agreement

SECTION 9.1.    Termination of Trust Agreement..............................23

                                 ARTICLE X
                 Successor Trustees and Additional Trustees

SECTION 10.1.   Eligibility Requirements for Trustee........................24

SECTION 10.2.   Resignation or Removal of Trustee...........................25

SECTION 10.3.   Successor Trustee...........................................26

SECTION 10.4.   Merger or Consolidation of Trustee..........................26

SECTION 10.5.   Appointment of Co-Trustee or Separate Trustee...............26

                                 ARTICLE XI
                               Miscellaneous

SECTION 11.1.   Supplements and Amendments..................................28

SECTION 11.2.   No Legal Title to Trust Estate in Certificateholders........29

SECTION 11.3.   Limitations on Rights of Others.............................30

SECTION 11.4.   Notices.....................................................30

SECTION 11.5.   Severability................................................30

SECTION 11.6.   Separate Counterparts.......................................30

SECTION 11.7.   Successors and Assigns......................................31

SECTION 11.8.   Covenants of the Depositor..................................31

SECTION 11.9.   No Petition.................................................31



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<PAGE>


                             TABLE OF CONTENTS
                                (continued)
                                                                           Page

SECTION 11.10.  No Recourse.................................................31

SECTION 11.11.  Headings....................................................32

SECTION 11.12.  Governing Law...............................................32

SECTION 11.13.  Administrator...............................................32


                                  EXHIBITS

EXHIBIT A       Form of Trust Certificate....................................1

EXHIBIT B       Form of Certificate of Trust.................................1















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         TRUST AGREEMENT (as amended or supplemented from time to time,
this "Agreement") dated as of March 1, 2002 between CNH CAPITAL RECEIVABLES
INC., a Delaware corporation, as Depositor, and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee.

                                 ARTICLE I
                                Definitions


         SECTION 1.1. Definitions. Capitalized terms used herein and not
otherwise defined herein are defined in Appendix A to the Indenture dated
as of the date hereof between CNH Equipment Trust 2002-A and Bank One,
National Association.

         SECTION 1.2. Other Definitional Provisions. (a) 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.

                  (a) 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 generally accepted accounting principles in effect
         on the date hereof. 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 generally accepted accounting principles, the definitions
         contained in this Agreement or in any such certificate or other
         document shall control.

                  (b) 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".

                  (c) 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.



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                                 ARTICLE II
                                Organization


         SECTION 2.1. Name. The Trust created hereby shall be known as "CNH
Equipment Trust 2002-A", in which name the Trustee may conduct the business
of the Trust, make and execute contracts and other instruments on behalf of
the Trust and sue and be sued.

         SECTION 2.2. Office. The office of the Trust shall be in care of
the Trustee at the Corporate Trust Office or at such other address in
Delaware as the Trustee may designate by written notice to the
Certificateholders and the Depositor.

         SECTION 2.3. Purposes and Powers. The purpose of the Trust is, and
the Trust shall have the power and authority to, engage in the following
activities:

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

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

                  (c) to assign, grant, transfer, pledge, mortgage and
         convey the Trust Estate pursuant to the Indenture and to hold,
         manage and distribute to the Certificateholders pursuant to the
         Sale and Servicing Agreement any portion of the Trust Estate
         released from the Lien of, and remitted to the Trust pursuant to,
         the Indenture;

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

                  (e) 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

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


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The Trust shall not engage in any activity other than in connection with
the foregoing or other than as required or authorized by this Agreement or
the Basic Documents.

         SECTION 2.4. Appointment of Trustee. The Depositor hereby appoints
the Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein. Pursuant to a
Co-Trustee Agreement dated as of the date hereof (the "Co-Trustee
Agreement"), the Depositor shall appoint The Bank of New York (Delaware) to
serve as the trustee (the "Delaware Trustee") of the Trust in the State of
Delaware for the sole purpose of satisfying the requirement of Section 3807
of the Trust Statute that the Trust have at least one trustee with a
principal place of business in Delaware. The Delaware Trustee shall have
none of the rights, duties or liabilities of the Trustee. The rights,
duties and liabilities of the Delaware Trustee shall be limited to those
expressly set forth in the Co-Trustee Agreement. To the extent that, at law
or in equity, the Delaware Trustee has rights, duties (including fiduciary
duties) and liabilities relating to the Trust or the Certificateholders,
such rights, duties and liabilities are replaced by the rights, duties and
liabilities of the Delaware Trustee expressly set forth in the Co-Trustee
Agreement.

         SECTION 2.5. Initial Capital Contribution of Trust Estate. The
Depositor hereby contributes to the Trustee, as of the date hereof, the sum
of $1.00. The Trustee hereby acknowledges receipt in trust from the
Depositor, as of the date hereof, of the foregoing contribution, which
shall constitute the initial Trust Estate and shall be deposited in the
Certificate Distribution Account. The Depositor shall pay organizational
expenses of the Trust as they may arise or shall, upon the request of the
Trustee, promptly reimburse the Trustee for any such expenses paid by the
Trustee. The Depositor may also take steps necessary, including the
execution and filing of any necessary filings, to ensure that the Trust is
in compliance with any applicable state securities law.

         SECTION 2.6. Declaration of Trust. The Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that the Trust
constitute a business trust under the Trust Statute and that this Agreement
and the Co-Trustee Agreement (as defined in Section 2.4) constitute the
governing instrument of such business trust. It is the intention of the
parties hereto that, solely for income and franchise tax purposes, until
the Certificates are held by more than one Person, the Trust be disregarded
as an entity separate from its Owner and the Notes be treated as debt of
the Depositor. At such time that the Certificates are held by more than one
person, it is the intention of the parties hereto that, solely for income
and franchise tax purposes, the Trust be treated as a partnership, with the
assets of the partnership being the Receivables and other assets held by
the Trust, the partners of the partnership being the Certificateholders
(including the Depositor (or its successor in interest) in its capacity as




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recipient of distributions from the Spread Account), and the Notes being
debt of the partnership. The parties agree that, unless otherwise required
by appropriate tax authorities, until the Certificates are held by more
than one Person the Trust will not file or cause to be filed annual or
other necessary returns, reports and other forms consistent with the
characterization of the Trust as an entity separate from its Owner.
Effective as of the date hereof, the Trustee shall have all rights, powers
and duties set forth herein and in the Trust Statute with respect to
accomplishing the purposes of the Trust.

         SECTION 2.7. Liability of the Certificateholders. No
Certificateholder shall have any personal liability for any liability or
obligation of the Trust.

         SECTION 2.8. Title to Trust Property. Subject to the Lien granted
in the Indenture, legal title to all the Trust Estate shall be vested at
all times in the Trust as a separate legal entity except where applicable
law in any jurisdiction requires title to any part of the Trust Estate to
be vested in a trustee or trustees, in which case title shall be deemed to
be vested in the Trustee, a co-trustee and/or a separate trustee, as the
case may be.

         SECTION 2.9. Situs of Trust. The Trust will be located and
administered in the State of New York. All bank accounts maintained by the
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 New York; provided, however, that nothing herein shall restrict
or prohibit the 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.

         SECTION 2.10. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Trustee that:

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



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                  (b) The Depositor is duly qualified to do business as a
         foreign corporation in good standing, and has obtained all
         necessary licenses and approvals, in all jurisdictions in which
         the ownership or lease of property or the conduct of its business
         shall require such qualifications.

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

                  (d) The consummation of the transactions contemplated by
         this Agreement and the fulfillment of the terms hereof do not
         conflict with, result in any breach of any of the terms and
         provisions of, or constitute (with or without notice or lapse of
         time) a default under, the certificate of incorporation or by-laws
         of the Depositor, or any indenture, agreement or other instrument
         to which the Depositor is a party or by which it is bound; or
         result in the creation or imposition of any Lien upon any of its
         properties pursuant to the terms of any such indenture, agreement
         or other instrument (other than pursuant to the Basic Documents);
         or violate any law or, to the best of the Depositor's knowledge,
         any order, rule or regulation applicable to the Depositor of any
         court or of any Federal or State regulatory body, administrative
         agency or other governmental instrumentality having jurisdiction
         over the Depositor or its properties.

                  (e) The Depositor has duly executed and delivered this
         Agreement, and this Agreement constitutes a legal, valid and
         binding obligation of the Depositor, enforceable in accordance
         with its terms, except as enforceability may be subject to or
         limited by bankruptcy, insolvency, reorganization or other similar
         laws affecting the enforcement of creditors' rights generally and
         by general principles of equity (regardless of whether such
         enforcement is considered in a proceeding in equity or at law).

         SECTION 2.11. Federal Income Tax Allocations; Tax Treatment. If
Certificates are held by more than one Person, interest payments on the
Certificates at the Pass-Through Rate (including interest on amounts
previously due on the Certificates but not yet distributed) shall be
treated as "guaranteed payments" under Section 707(c) of the Code. Net
income of the Trust for any month as determined for Federal income tax
purposes (and each item of income, gain, loss and deduction entering into
the computation thereof) shall be allocated:


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                  (1) among the Certificateholders as of the close of
         business on the last day of such month, in proportion to their
         ownership of principal amount of Trust Certificates on such date,
         an amount of net income up to the sum of: (i) the portion of the
         market discount on the Receivables accrued during such month that
         is allocable to the excess, if any, of the Initial Certificate
         Balance over their initial aggregate issue price, and (ii) any
         other amounts of income payable to the Certificateholders for such
         month; and such sum of amounts specified in clauses (i) and (ii)
         of this sentence shall be reduced by any amortization by the Trust
         of premium on Receivables that corresponds to any excess of the
         issue price of Trust Certificates over their principal amount; and

                  (2) to the Depositor, and other holders of interests in
         the Spread Account, to the extent of any remaining net income, in
         accordance with their respective interests therein.

If the net income of the Trust for any month is insufficient for the
allocations described in clause (1), subsequent net income shall first be
allocated to make up such shortfall before being allocated as provided in
the preceding sentence. Net losses of the Trust, if any, for any month as
determined for Federal income tax purposes (and each item of income, gain,
loss and deduction entering into the computation thereof) shall be
allocated to the Depositor (or other holders of interests in the Spread
Account) to the extent the Depositor (or such holders) are reasonably
expected to bear the economic burden of such net losses, and any remaining
net losses shall be allocated among the remaining Certificateholders as of
the close of business on the last day of such month in proportion to their
ownership of principal amount of Trust Certificates on such day. The
Depositor is authorized to modify the allocations in this paragraph if
necessary or appropriate, in its sole discretion, for the allocations to
fairly reflect the economic income, gain or loss to the Depositor (or other
holders of interests in the Spread Account) or to the Certificateholders,
or as otherwise required by the Code. Notwithstanding anything provided in
this Section 2.11, if the Certificates are held solely by the Depositor,
the application of this Section 2.11 shall be disregarded.


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<PAGE>

                                ARTICLE III
                Trust Certificates and Transfer of Interests


         SECTION 3.1. Initial Ownership. Upon the formation of the Trust by
the contribution by the Depositor pursuant to Section 2.5, and until the
issuance of the Trust Certificates, the Depositor shall be the sole
beneficiary of the Trust.

         SECTION 3.2. The Trust Certificates. The Trust Certificates shall
be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Trustee. Trust Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the
Trust, shall be, when authenticated pursuant to Section 3.3, validly issued
and entitled to the benefits of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to
the authentication and delivery of such Trust Certificates or did not hold
such offices at the date of authentication and delivery of such Trust
Certificates.

         SECTION 3.3. Authentication of Trust Certificates. Concurrently
with the sale of the Receivables to the Trust pursuant to the Sale and
Servicing Agreement, the Trustee shall cause the Trust Certificates in an
aggregate principal amount equal to the Initial Certificate Balance to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, signed by its chairman of the board, its
president or any vice president, without further corporate action by the
Depositor, in authorized denominations. No Trust Certificate shall entitle
its Holder to any benefit under this Agreement, or shall be valid for any
purpose, unless there shall appear on such Trust Certificate a certificate
of authentication substantially in the form set forth in Exhibit A,
executed by the Trustee by the manual signature of one of its authorized
signatories; such certificate of authentication shall constitute conclusive
evidence, and the only evidence, that such Trust Certificate shall have
been duly authenticated and delivered hereunder. All Trust Certificates
shall be dated the date of their authentication. No further Trust
Certificates shall be issued except pursuant to Section 3.4 or 3.5
hereunder.

         SECTION 3.4. Registration of Transfer and Exchange of Trust
Certificates. The Trust shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 3.8, a register (the "Certificate
Register") in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of Trust
Certificates and of transfers and exchanges of Trust Certificates. The
Paying Agent shall be the "Certificate Registrar" for the purpose of




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registering Trust Certificates and the transfers of Trust Certificates as
herein provided. Upon any resignation of any Certificate Registrar, the
Depositor shall promptly appoint a successor or, if it elects not to make
such an appointment, assume the duties of the Certificate Registrar.

         Upon surrender for registration of transfer of any Trust
Certificate at the office or agency maintained pursuant to Section 3.8, if
the requirements of Section 8-401(a) of the UCC are met, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Trust Certificates in authorized
denominations of a like aggregate principal amount.

         At the option of a Holder, Trust Certificates may be exchanged for
other Trust Certificates of authorized denominations, of a like aggregate
principal amount, upon surrender of the Trust Certificates to be exchanged
at the office or agency maintained pursuant to Section 3.8. Whenever any
Trust Certificates are so surrendered for exchange, if the requirements of
Section 8-401(a) of the UCC are met, the Trustee shall execute,
authenticate and deliver the Trust Certificates that the Certificateholder
making the exchange is entitled to receive.

         All Trust Certificates issued upon any registration of transfer or
exchange of Trust Certificates shall be entitled to the same benefits under
this Agreement as the Trust Certificates surrendered upon such registration
of transfer or exchange.

         Every Trust Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney
duly authorized in writing. No transfer of a Trust Certificate shall be
registered unless the transferee shall have provided (i) an opinion of
counsel that no registration is required under the Securities Act of 1933,
as amended, or applicable state laws, and (ii) an Officer's Certificate as
to compliance with Section 6.6 of the Sale and Servicing Agreement. Each
Trust Certificate surrendered for registration of transfer or exchange
shall be canceled and subsequently disposed of by the Trustee in accordance
with its customary practice.

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



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<PAGE>

         The Trust Certificates and any beneficial interest in such Trust
Certificates may not be acquired by: (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of
Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or
(c) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (each a "Benefit Plan"). By accepting and
holding a Trust Certificate or an interest therein, the Holder thereof
shall be deemed to have represented and warranted that it is not a Benefit
Plan. The Trustee shall have no obligation to determine whether or not a
Holder of a Trust Certificate is or is not a Benefit Plan.

         SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Trust
Certificates. If: (a) any mutilated Trust Certificate shall be surrendered
to the Certificate Registrar, or if the Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Certificate (provided, that the Trustee shall not be required to verify the
evidence provided to it), and (b) there shall be delivered to the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of
notice that such Trust Certificate shall have been acquired by a bona fide
purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Trustee on behalf of the Trust shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Trust Certificate, a replacement Trust Certificate of like tenor
and denomination.

         In connection with the issuance of any replacement Trust
Certificate under this Section, the Trustee and the Certificate Registrar
may require the payment by the Certificateholder of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
connection therewith.

         Any replacement Trust Certificate issued pursuant to this Section
in replacement of any mutilated, destroyed, lost or stolen Trust
Certificate shall constitute conclusive evidence of ownership in the Trust,
as if originally issued, whether or not the mutilated, lost, stolen or
destroyed Trust Certificate shall be found at any time, and shall be
entitled to all the benefits of this Agreement.

         SECTION 3.6. Persons Deemed Certificateholders. Prior to due
presentation of a Trust Certificate for registration of transfer of any
Trust Certificate, the Trustee or the Certificate Registrar may treat the
Person in whose name any Trust Certificate shall be registered in the
Certificate Register (as of the day of determination) as the owner of such
Trust Certificate for the purpose of receiving distributions pursuant to
Section 5.2 and for all other purposes whatsoever, and neither the Trustee
nor the Certificate Registrar shall be bound by any notice to the contrary.


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         SECTION 3.7. Access to List of Certificateholders' Names and
Addresses. The Trustee shall furnish or cause to be furnished to the
Servicer and the Depositor, within 15 days after receipt by the Trustee of
a request therefor from the Servicer or the Depositor in writing, a list,
in such form as the Servicer or the Depositor may reasonably require, of
the names and addresses of the Certificateholders as of the most recent
Record Date. If three or more Certificateholders or one or more Holder(s)
of Trust Certificates evidencing not less than 25% of the Certificate
Percentage Interest apply in writing to the Trustee, and such application
states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or
under the Trust Certificates and such application shall be accompanied by a
copy of the communication that such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to
the current list of Certificateholders. Each Holder, by receiving and
holding a Trust Certificate, shall be deemed to have agreed not to hold any
of the Depositor, the Certificate Registrar or the Trustee accountable by
reason of the disclosure of its name and address, regardless of the source
from which such information was derived.

         SECTION 3.8. Maintenance of Office or Agency. The Trustee shall
maintain in the Borough of Manhattan, City of New York an office or offices
or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or
upon the Trustee in respect of the Trust Certificates and the Basic
Documents may be served. The Trustee initially designated The Bank of New
York, 5 Penn Plaza, 16th Floor, New York, New York 10001, Attention:
Corporate Trust Administration - Asset Backed Finance Unit, as its
principal corporate trust office for such purposes. The Trustee shall give
prompt written notice to the Depositor and to the Certificateholders of any
change in the location of the Certificate Register or any such office or
agency.

         SECTION 3.9. Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.2 and shall report the amounts of such
distributions to the Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Trustee may
revoke such power and remove the Paying Agent if the Trustee determines in
its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. The Paying Agent
shall initially be the Trustee, and any co-paying agent chosen by and
acceptable to the Trustee. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Trustee. In the event that
the Trustee shall not be the Paying Agent, the Trustee shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company).


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<PAGE>

The Trustee shall cause such successor Paying Agent or any additional
Paying Agent appointed by the Trustee to execute and deliver to the Trustee
an instrument in which such successor Paying Agent or additional Paying
Agent shall agree with the Trustee that as Paying Agent, such successor
Paying Agent or additional Paying Agent will hold all sums, if any, held by
it for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. The Paying Agent shall return all unclaimed funds to
the Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Trustee. The provisions of
Sections 7.1, 7.3, 7.4 and 8.1 shall apply to the Trustee also in its role
as Paying Agent, for so long as the Trustee shall act as Paying Agent and,
to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

                                 ARTICLE IV
                             Actions by Trustee


         SECTION 4.1. Prior Notice to Certificateholders with Respect to
Certain Matters. With respect to the following matters, the Trustee shall
not take action unless, at least 30 days before the taking of such action,
the Trustee shall have notified the Certificateholders in writing of the
proposed action and the Certificateholders shall not have notified the
Trustee in writing prior to the 30th day after such notice is given that
such Certificateholders have withheld consent or shall not have provided
alternative direction:

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

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

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


                                    11
<PAGE>

                  (d) the amendment of the Indenture in circumstances where
         the consent of any Noteholder is not required and such amendment
         materially adversely affects the interest of the
         Certificateholders;

                  (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, or add any provision,
         that would not materially adversely affect the interests of the
         Certificateholders; or

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

         SECTION 4.2. Action by Certificateholders with Respect to Certain
Matters. The Trustee shall not have the power, except upon the direction of
the Certificateholders, to: (a) remove the Administrator under the
Administration Agreement, (b) appoint a successor Administrator, (c) remove
the Servicer under the Sale and Servicing Agreement or (d) except as
expressly provided in the Basic Documents, sell the Receivables after the
termination of the Indenture. The Trustee shall take the actions referred
to in the preceding sentence only upon written instructions signed by the
Certificateholders.

         SECTION 4.3. Action by Certificateholders with Respect to
Bankruptcy. The Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders and the delivery to the Trustee by each
such Certificateholder of a certificate certifying that such
Certificateholder reasonably believes that the Trust is insolvent.

         SECTION 4.4. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Trustee under this Agreement or any of the
Basic Documents or would be contrary to Section 2.3, nor shall the Trustee
be obligated to follow any such direction, if given.

         SECTION 4.5. Majority Control. Except as expressly provided
herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of Trust Certificates evidencing not
less than a majority of the Certificate Balance. Except as expressly
provided herein, any written notice of the Certificateholders delivered
pursuant to this Agreement shall be effective if signed by Holders of Trust
Certificates evidencing not less than a majority of the Certificate Balance
at the time of the delivery of such notice.


                                    12
<PAGE>

                                 ARTICLE V
                 Application of Trust Funds; Certain Duties

         SECTION 5.1. Establishment of Trust Account. The Trustee, for the
benefit of the Certificateholders, shall establish and maintain in the name
of the Trust an Eligible Deposit Account (the "Certificate Distribution
Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders.

         The Trust shall possess all right, title and interest in all funds
on deposit from time to time in the Certificate Distribution Account and in
all proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders. If, at
any time, the Certificate Distribution Account ceases to be an Eligible
Deposit Account, the Trustee (or the Depositor on behalf of the Trustee, if
the Certificate Distribution Account is not then held by the Trustee or an
affiliate thereof) shall, within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which the Rating Agency Condition
shall be satisfied), establish a new Certificate Distribution Account as an
Eligible Deposit Account and shall transfer any cash and/or any investments
to such new Certificate Distribution Account.

         SECTION 5.2. Applications of Trust Funds. (a) On each Payment
Date, the Trustee will distribute to Certificateholders, on a pro rata
basis, amounts deposited in the Certificate Distribution Account pursuant
to Sections 5.5, 5.6 and 5.7 of the Sale and Servicing Agreement.

                  (b) On each Payment Date, the Trustee shall send to each
         Certificateholder the statement provided to the Trustee by the
         Servicer pursuant to Section 5.10 of the Sale and Servicing
         Agreement.

                  (c) In the event that any withholding tax is imposed on
         the Trust's payment (or allocations of income) to a
         Certificateholder, such tax shall reduce the amount otherwise
         distributable to the Certificateholder in accordance with this
         Section. The Trustee is hereby authorized and directed to retain
         from amounts otherwise distributable to the Certificateholders
         sufficient funds for the payment of any tax that is legally owed
         by the Trust (but such authorization shall not prevent the Trustee
         from contesting any such tax in appropriate proceedings, and




                                    13
<PAGE>

         withholding payment of such tax, if permitted by law, pending the
         outcome of such proceedings). The amount of any withholding tax
         imposed with respect to a Certificateholder shall be treated as
         cash distributed to such Certificateholder at the time it is
         withheld by the Trust. If there is a possibility that withholding
         tax is payable with respect to a distribution (such as a
         distribution to a non-U.S. Certificateholder), the Trustee may, in
         its sole discretion, withhold such amounts in accordance with this
         paragraph (c). In the event that a Certificateholder wishes to
         apply for a refund of any such withholding tax, the Trustee shall
         reasonably cooperate with such Certificateholder in making such
         claim so long as such Certificateholder agrees to reimburse the
         Trustee for any out-of-pocket expenses incurred.

         SECTION 5.3. Method of Payment. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the
account of such Holder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the
Certificate Registrar appropriate written instructions at least five
Business Days prior to such Payment Date and such Holder's Trust
Certificates aggregate not less than $1,000,000, or, if not, by check
mailed to such Certificateholder at the address of such Holder appearing in
the Certificate Register.

         SECTION 5.4. No Segregation of Moneys; No Interest. Subject to
Sections 5.1 and 5.2, moneys received by the Trustee hereunder need not be
segregated in any manner except to the extent required by law or the Sale
and Servicing Agreement and may be deposited under such general conditions
as may be prescribed by law, and the Trustee shall not be liable for any
interest thereon.

         SECTION 5.5. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Depositor
or, if any Certificates are held by any Person other than the Depositor,
the Trustee, shall: (a) maintain (or cause to be maintained) the books of
the Trust on a calendar year basis on the accrual method of accounting, (b)
deliver to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its
Federal, State and local income tax returns, (c) file such tax returns
relating to the Trust (including a partnership information return on
Internal Revenue Service Form 1065 or its successor), and make such
elections as may from time to time be required or appropriate under any
applicable State or Federal statute or rule or regulation thereunder so as
to maintain the Trust's characterization as a partnership for Federal
income tax purposes, (d) cause such tax returns to be signed in the manner
required by law and (e) collect or cause to be collected any withholding


                                    14
<PAGE>

tax as described in and in accordance with Section 5.2(c) with respect to
income or distributions to Certificateholders. The Trustee shall elect
under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables and shall elect under
Section 171 of the Code to amortize any bond premium with respect to the
Receivables. The Trustee shall not make the election provided under Section
754 of the Code.

         SECTION 5.6. Signature on Returns; Tax Matters Partner.

                  (a) The Depositor, or if any Certificates are held by any
         Person other than the Depositor, the Trustee shall sign on behalf
         of the Trust the tax returns of the Trust, unless applicable law
         requires a Certificateholder to sign such documents, in which case
         such documents shall be signed by the Depositor.

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

                                 ARTICLE VI
                      Authority and Duties of Trustee


         SECTION 6.1. General Authority. The Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit
to or contemplated by the Basic Documents to which the Trust is to be a
party, in each case in such form as the Depositor shall approve as
evidenced conclusively by the Trustee's execution thereof, and, on behalf
of the Trust, to direct the Indenture Trustee to authenticate and deliver
the Notes in the aggregate principal amount specified in a letter of
instruction from the Depositor to the Trustee. In addition to the
foregoing, the Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents. The
Trustee is further authorized from time to time to take such action as the
Administrator recommends with respect to the Basic Documents.


                                    15
<PAGE>

         SECTION 6.2. General Duties. It shall be the duty of the Trustee
to discharge (or cause to be discharged) all of its responsibilities
pursuant to this Agreement and the Basic Documents to which the Trust is a
party and to administer the Trust in the interest of the
Certificateholders, subject to the Basic Documents and in accordance with
this Agreement. Notwithstanding the foregoing, the Trustee shall be deemed
to have discharged its duties and responsibilities hereunder and under the
Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Trustee hereunder or under any Basic Document, and the Trustee shall not be
held liable for the default or failure of the Administrator to carry out
its obligations under the Administration Agreement.

         SECTION 6.3. Action upon Instruction. (a) Subject to Article IV
and in accordance with the Basic Documents, the Certificateholders may by
written instruction direct the Trustee in the management of the Trust. Such
direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

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

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


                                    16
<PAGE>

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

         SECTION 6.4. No Duties Except as Specified in this Agreement or in
Instructions. The 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 Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Trustee is a party, except as expressly provided by
this Agreement or in any document or written instruction received by the
Trustee pursuant to Section 6.3; and no implied duties or obligations shall
be read into this Agreement or any Basic Document against the Trustee. The
Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or Lien granted
to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Agreement or any Basic
Document. The 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 Trust Estate that result from the negligence or
willful misconduct of the Trustee.

         SECTION 6.5. No Action Except Under Specified Documents or
Instructions. The 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 the
Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction
delivered to the Trustee pursuant to Section 6.3.


                                    17
<PAGE>

         SECTION 6.6. Restrictions. The Trustee shall not take any action:
(a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Trustee, would
result in the Trust's becoming taxable as a corporation for Federal income
tax purposes. The Certificateholders shall not direct the Trustee to take
action that would violate this Section.

                                ARTICLE VII
                           Concerning the Trustee


         SECTION 7.1. Acceptance of Trusts and Duties. The 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
Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents
and this Agreement. The Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except: (i)
for its own willful misconduct or negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.3
expressly made by the Trustee. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

                  (a) the Trustee shall not be liable for any error of
         judgment made in good faith by a responsible officer of the
         Trustee unless it is proved that the Trustee was negligent in
         ascertaining the pertinent facts;

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

                  (c) no provision of this Agreement or any Basic Document
         shall require the Trustee to expend or risk funds or otherwise
         incur any financial liability in the performance of any of its
         rights or powers hereunder or under any Basic Document, if the
         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;


                                    18
<PAGE>

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

                  (e) the 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 Depositor or for the form,
         character, genuineness, sufficiency, value or validity of any of
         the Trust Estate or for or in respect of the validity or
         sufficiency of the Basic Documents, other than the certificate of
         authentication on the Trust Certificates, and the Trustee shall in
         no event assume or incur any liability, duty or obligation to any
         Noteholder or to any Certificateholder, other than as expressly
         provided for herein and in the Basic Documents;

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

                  (g) the 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 or any Basic
         Document, at the request, order or direction of any of the
         Certificateholders unless such Certificateholders have offered to
         the Trustee security or indemnity satisfactory to it against the
         costs, expenses and liabilities that may be incurred by the
         Trustee therein or thereby. The right of the Trustee to perform
         any discretionary act enumerated in this Agreement or in any Basic
         Document shall not be construed as a duty, and the Trustee shall
         not be answerable for other than its negligence or willful
         misconduct in the performance of any such act.

         SECTION 7.2. Furnishing of Documents. The Trustee shall furnish to
the Certificateholders promptly upon receipt of a written request therefor,
and at the expense of the Certificateholders, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and
any other instruments furnished to the Trustee under the Basic Documents.


                                    19
<PAGE>

         SECTION 7.3. Representations and Warranties. The Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

                  (a) it is a banking corporation duly organized and
         validly existing in good standing under the laws of New York, with
         the 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) the execution and delivery of this Agreement, the
         consummation of the transactions contemplated by this Agreement
         and the fulfillment of the terms hereof do not conflict with,
         result in any breach of any of the terms and provisions of, or
         constitute (with or without notice or lapse of time) a default
         under, the certificate of incorporation or by-laws of the Trustee,
         or to the best of its knowledge without independent investigation
         any indenture, agreement or other instrument to which the Trustee
         is a party or by which it is bound; or violate any Federal or
         state law governing the banking or trust powers of the Trustee;
         or, to the best of the Trustee's knowledge, violate any order,
         rule or regulation applicable to the Trustee of any court or of
         any Federal or state regulatory body, administrative agency or
         other governmental instrumentality having jurisdiction over the
         Trustee or its properties, and

                  (d) this Agreement, assuming due authorization, execution
         and delivery by the Depositor, constitutes a valid, legal and
         binding obligation of the Trustee, enforceable against it in
         accordance with the terms hereof subject to applicable bankruptcy,
         insolvency, reorganization, moratorium and other laws affecting
         the enforcement of creditors' rights generally and to general
         principles of equity, regardless of whether such enforcement is
         considered in a proceeding in equity or at law.

         SECTION 7.4. Reliance; Advice of Counsel. (a) Except to the extent
otherwise provided in Section 7.1, the Trustee shall incur no liability to
anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other
document or paper (whether in its original or facsimile form believed by it
to be genuine and believed by it to be signed by the proper party or
parties. The Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any 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




                                    20
<PAGE>

Trustee may for all purposes hereof rely on a certificate, signed by the
president, any vice president, 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 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 Basic Documents, the Trustee: (i) may
         act directly or through its agents or attorneys pursuant to
         agreements entered into with any of them, and the 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 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 Trustee shall not be
         liable for anything done, suffered or omitted in good faith by it
         in accordance with the written opinion or advice of any such
         counsel, accountants or other such Persons and which opinion or
         advice states that such action is not contrary to this Agreement
         or any Basic Document.

         SECTION 7.5. Not Acting in Individual Capacity. Except as provided
in this Article VII, in accepting the trusts hereby created The Bank of New
York acts solely as Trustee hereunder and not in its individual capacity
and all Persons having any claim against the Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

         SECTION 7.6. Trustee Not Liable for Trust Certificates or
Receivables. The recitals contained herein and in the Certificates (other
than the signature and counter-signature of the Trustee on the Trust
Certificates) shall be taken as the statements of the Depositor, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representations as to the validity or sufficiency of this
Agreement, of any Basic Document, of the Trust Certificates (other than the
signature and countersignature, if any, of the Trustee on the Trust
Certificates) or of the Notes, or of any Receivable or related documents.
The Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any
Receivable, or the perfection and priority of any security interest created
by any Receivable in any of the Financed Equipment 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 Certificateholders under this Agreement or the Noteholders
under the Indenture, including: (a) the existence, condition and ownership




                                    21
<PAGE>

of any Financed Equipment, (b) the existence and enforceability of any
insurance thereon, (c) the existence and contents of any Receivable on any
computer or other record thereof, (d) the validity of the assignment of any
Receivable to the Trust or of any intervening assignment, (e) the
completeness of any Receivable, (f) the performance or enforcement of any
Receivable, and (g) the compliance by the Depositor or the Servicer with
any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation or
any action of the Administrator, the Indenture Trustee or the Servicer or
any subservicer taken in the name of the Trustee.

         SECTION 7.7. Trustee May Not Own Notes. The Trustee shall not, in
its individual capacity, but may in a fiduciary capacity, become the owner
or pledgee of Notes or otherwise extend credit to the Issuer. The Trustee
may otherwise deal with the Depositor, the Administrator, the Indenture
Trustee and the Servicer with the same rights as it would have if it were
not the Trustee.

                                ARTICLE VIII
                          Compensation of Trustee


         SECTION 8.1. Trustee's Fees and Expenses. The Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor and the
Trustee, and the Trustee shall be entitled to be reimbursed by the
Depositor for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder.

         SECTION 8.2. Indemnification. The Depositor shall be liable as
primary obligor for, and shall indemnify the 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 Trustee or any other
Indemnified Party in any way relating to or arising out of this Agreement,
the Basic Documents, the Trust Estate, the administration of the Trust
Estate or the action or inaction of the Trustee hereunder, except only that
the Depositor shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from: (a)
such Indemnified Party's willful misconduct or negligence or (b) with
respect to the Trustee, the inaccuracy of any representation or warranty


                                    22
<PAGE>

contained in Section 7.3 expressly made by the Trustee. The indemnities
contained in this Section shall survive the resignation or termination of
the Trustee or the termination of this Agreement. In any event of any
claim, action or proceeding for which indemnity will be sought pursuant to
this Section, the Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably
withheld.

         SECTION 8.3. Payments to the Trustee. Any amounts paid to the
Trustee pursuant to this Article VIII shall be deemed not to be a part of
the Trust Estate immediately after such payment. The Trustee shall also be
entitled to interest on all advances at a rate equal to: (a) the rate
publicly announced by The Bank of New York, as its prime rate from time to
time plus (b) 3.5%.

                                 ARTICLE IX
                       Termination of Trust Agreement


         SECTION 9.1. Termination of Trust Agreement. (a) The Trust shall
dissolve upon the final distribution by the Trustee of all moneys or other
property or proceeds of the Trust Estate in accordance with the Indenture,
the Sale and Servicing Agreement and Article V. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder
shall not: (x) operate to dissolve or terminate this Agreement or the
Trust, (y) entitle such Certificateholder'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 9.1(a), neither the
         Depositor nor any Certificateholder shall be entitled to dissolve,
         revoke or terminate the Trust.

                  (c) Notice of any dissolution of the Trust, specifying
         the Payment Date upon which the Certificateholders shall surrender
         their Trust Certificates to the Paying Agent for payment of the
         final distribution and cancellation, shall be given promptly by
         the Trustee by letter to Certificateholders mailed within five
         Business Days of receipt of notice of such dissolution from the
         Servicer given pursuant to Section 9.1(c) of the Sale and
         Servicing Agreement stating: (i) the Payment Date upon which final
         payment of the Trust Certificates shall be made upon presentation
         and surrender of the Trust Certificates at the office of the
         Paying Agent therein designated, (ii) the amount of any such final
         payment and (iii) that the Record Date otherwise applicable to
         such Payment Date is not applicable, payments being made only upon
         presentation and surrender of the Trust Certificates at the office


                                    23
<PAGE>

         of the Paying Agent therein specified. The Trustee shall give such
         notice to the Certificate Registrar (if other than the Trustee)
         and the Paying Agent at the time such notice is given to
         Certificateholders. Upon presentation and surrender of the Trust
         Certificates, the Paying Agent shall cause to be distributed to
         Certificateholders amounts distributable on such Payment Date
         pursuant to Section 5.2.

         In the event that all of the Certificateholders shall not
surrender their Trust Certificates for cancellation within six months after
the date specified in the above mentioned written notice, the Trustee shall
give a second written notice to the remaining Certificateholders to
surrender their Trust Certificates for cancellation and to receive the
final distribution with respect thereto. If within one year after the
second notice all the Trust Certificates shall not have been surrendered
for cancellation, the Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Trust Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the Trustee to the
Depositor.

                  (d) Upon the dissolution of the Trust and the payment of
         all liabilities of the Trust in accordance with applicable law,
         the 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 (or successor
         section) of the Trust Statute, at which time the Trust and this
         Agreement (other than Article VIII) shall terminate.


                                 ARTICLE X
                 Successor Trustees and Additional Trustees


         SECTION 10.1. Eligibility Requirements for Trustee. The Trustee
shall at all times: (a) be a corporation satisfying the provisions of
Section 26(a)(1) of the Investment Company Act of 1940, as amended, (b) be
authorized to exercise corporate trust powers, (c) have a combined capital
and surplus of at least $50,000,000 and be subject to supervision or
examination by Federal or State authorities, and (d) have (or have a parent
that has) a rating of at least "Baa3" by Moody's. If such corporation shall
publish reports of condition at least annually, pursuant to law or the


                                    24
<PAGE>

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. At all times, at
least one Trustee of the Trust shall satisfy the requirements of Section
3807(a) of the Trust Statute. In case at any time the Trustee shall cease
to be eligible in accordance with this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 10.2.

         SECTION 10.2. Resignation or Removal of Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator. Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
Trustee. If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the
Administrator any court of competent jurisdiction for the appointment of a
successor Trustee.

         If at any time the Trustee shall cease to be eligible in
accordance with Section 10.1 and shall fail to resign after written request
therefor by the Administrator, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator may remove the Trustee. If the
Administrator shall remove the Trustee under the authority of the preceding
sentence, the Administrator shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Trustee so removed and one copy to the successor
Trustee, and pay all fees owed to the outgoing Trustee.

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to this Section shall not become effective until
acceptance of appointment by the successor Trustee pursuant to Section 10.3
and payment of all fees and expenses owed to the outgoing Trustee. The
Administrator shall provide notice of such resignation or removal of the
Trustee to each of the Rating Agencies.


                                    25
<PAGE>

         SECTION 10.3. Successor Trustee. Any successor Trustee appointed
pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor
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 the Trustee. The predecessor Trustee shall upon payment of its fees and
expenses deliver to the successor Trustee all documents and statements and
monies held by it under this Agreement; and the Administrator and the
predecessor 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 Trustee all such rights, powers, duties and
obligations.

         No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall
be eligible pursuant to Section 10.1.

         Upon acceptance of appointment by a successor Trustee pursuant to
this Section, the Administrator shall mail notice of such appointment to
all Certificateholders, the Indenture Trustee, the Noteholders and the
Rating Agencies. If the Administrator shall fail to mail such notice within
10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of
the Administrator.

         SECTION 10.4. Merger or Consolidation of Trustee. Any corporation
or other entity into which the 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 Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided, such corporation shall be eligible pursuant to Section 10.1,
without the execution or filing of any instrument or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding; and provided further, that the Trustee shall mail notice
of such merger or consolidation to the Rating Agencies.

         SECTION 10.5. 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 or any Financed Equipment may at the time be located,
the Administrator and the Trustee acting jointly shall have the power and
may execute and deliver all instruments to appoint one or more Person(s)
approved by the Trustee to act as co-trustee(s), jointly with the Trustee,
or separate trustee(s), of all or any part of the Trust Estate, and to vest
in such Person(s), in such capacity and for the benefit of the


                                    26
<PAGE>

Certificateholders, such title to the Trust Estate, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the 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 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
10.1 and no notice of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 10.3.

         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 the Trustee shall be conferred or imposed upon and
         exercised or performed by the 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
         Trustee joining in such act), except to the extent that under any
         law of any jurisdiction in which any particular act(s) are to be
         performed, the Trustee shall be incompetent or unqualified to
         perform such act(s), in which event such rights, powers, duties
         and obligations (including the holding of title to the Trust
         Estate 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 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 Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

         Any notice, request or other writing given to the 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,


                                    27
<PAGE>

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 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 Trustee. Each such instrument
shall be filed with the Trustee and a copy thereof given to the
Administrator.

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

         The Trustee shall have no obligation to determine whether a
co-trustee or separate trustee is legally required in any jurisdiction in
which any part of the Trust Estate may be located.

                                 ARTICLE XI
                               Miscellaneous


         SECTION 11.1. Supplements and Amendments. This Agreement may be
amended from time to time by a written amendment duly executed and
delivered by the Depositor and the Trustee, with prior written notice to
the Rating Agencies, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions in this
Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Noteholder or Certificateholder.

         This Agreement may also be amended from time to time by the
Depositor and the Trustee, with prior written notice to the Rating
Agencies, with the written consent of (x) Noteholders holding Notes
evidencing not less than a majority of the Note Balance and (y) the Holders
of Certificates evidencing not less than a majority of the Certificate
Percentage Interest, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this


                                    28
<PAGE>

Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that no such amendment shall:
(a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Receivables or distributions that
shall be required to be made for the benefit of the Noteholders or the
Certificateholders or (b) reduce the aforesaid percentage of the
Outstanding Amount and the Certificate Balance required to consent to any
such amendment, without the consent of the holders of all the outstanding
Notes and Certificates.

         Promptly after the execution of any such amendment or consent (or,
in the case of the Rating Agencies, 10 days prior thereto), the Trustee
shall furnish written notification of the substance of such amendment or
consent to each Certificateholder, the Indenture Trustee and each of the
Rating Agencies.

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

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

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

         SECTION 11.2. No Legal Title to Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to
any part of the Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided ownership interest
therein only in accordance with Articles V and IX. No transfer, by
operation of law or otherwise, of any right, title or interest of the


                                    29
<PAGE>

Certificateholders in, to and under their ownership interest in the 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 Trust Estate.

         SECTION 11.3. Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Trustee, the Depositor,
the Certificateholders, 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 Trust
Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

         SECTION 11.4. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing, personally
delivered or mailed by certified mail, postage prepaid and return receipt
requested, and shall be deemed to have been duly given upon receipt: (i) if
to the Trustee or the Paying Agent, addressed to the Corporate Trust
Office, and (ii) if to the Depositor, addressed to CNH Capital Receivables
Inc., 100 South Saunders Road, Lake Forest, Illinois 60045, Attention:
Corporate Secretary; or, as to each party, at such other address as shall
be designated by such party in a written notice to the other party.

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

         SECTION 11.5. 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 unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

         SECTION 11.6. 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.


                                    30
<PAGE>

         SECTION 11.7. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor and its successors, the Trustee and its successors and each
Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other
instrument or action by an Certificateholder shall bind the successors and
assigns of such Certificateholder.

         SECTION 11.8. Covenants of the Depositor. If: (a) the Certificate
Balance shall be reduced by Realized Losses and (b) any litigation with
claims in excess of $1,000,000 to which the Depositor is a party that shall
be reasonably likely to result in a material judgment against the Depositor
that the Depositor will not be able to satisfy shall be commenced by a
Certificateholder during the period beginning nine months following the
commencement of such litigation and continuing until such litigation is
dismissed or otherwise terminated (and, if such litigation has resulted in
a final judgment against the Depositor, such judgment has been satisfied),
the Depositor shall not pay any dividend to Credit, or make any
distribution on or in respect of its capital stock to Credit, or repay the
principal amount of any indebtedness of the Depositor held by Credit,
unless: (i) after giving effect to such payment, distribution or repayment,
the Depositor's liquid assets shall not be less than the amount of actual
damages claimed in such litigation or (ii) the Rating Agency Condition
shall have been satisfied with respect to any such payment, distribution or
repayment. The Depositor will not at any time institute against the Trust
any bankruptcy proceedings under any United States Federal or State
bankruptcy or similar law in connection with any obligations relating to
the Trust Certificates, the Notes, the Trust Agreement or any of the Basic
Documents.

         SECTION 11.9. No Petition. The Trustee on behalf of the Trust, by
entering into this Agreement, each Certificateholder, by accepting a Trust
Certificate, and the Indenture Trustee and each Noteholder, by accepting
the benefits of this Agreement, hereby covenant and agree that they will
not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or
other proceedings under any Federal or State bankruptcy or similar law in
connection with any obligations relating to the Trust Certificates, the
Notes, this Agreement or any of the Basic Documents.

         SECTION 11.10. No Recourse. Each Certificateholder by accepting a
Trust Certificate acknowledges that such Certificateholder's Trust
Certificates represent beneficial interests in the Trust only and do not
represent interests in or obligations of the Depositor, the Servicer, the
Administrator, the Trustee, the Indenture Trustee or any Affiliate thereof
and no recourse may be had against such parties or their assets, except as
may be expressly set forth or contemplated in this Agreement, the Trust
Certificates or the Basic Documents.


                                    31
<PAGE>

         SECTION 11.11. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.

         SECTION 11.12. 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 11.13. Administrator. The Administrator is authorized to
execute on behalf of the Trust all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust
to prepare, file or deliver pursuant to this Agreement and the Basic
Documents. Upon written request, the Trustee shall execute and deliver to
the Administrator a power of attorney appointing the Administrator its
agent and attorney-in-fact to execute all such documents, reports, filings,
instruments, certificates and opinions.






















                                    32
<PAGE>


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

                                    THE BANK OF NEW YORK,
                                            as Trustee

                                    By:  /s/ Erwin Soriano
                                        -----------------------------------
                                        Name: Erwin Soriano
                                        Title: Assistant Treasurer

                                    CNH CAPITAL RECEIVABLES INC.,
                                            as Depositor

                                    By:  /s/ Brian O'Keane
                                        -----------------------------------
                                        Name:  Brian O'Keane
                                        Title:  Assistant Treasurer
















                                 S-1

<PAGE>


                                                                      EXHIBIT A
                                                             to Trust Agreement

                         TRUST CERTIFICATE
                         -----------------


REGISTERED                                                       $33,000,000 /1
NUMBER R-1

         THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN (AS DEFINED BELOW).

                         CNH EQUIPMENT TRUST 2002-B
                     4.12000% ASSET BACKED CERTIFICATE

         evidencing a fractional undivided interest in the Trust, as
defined below, the property of which includes a pool of retail installment
sale contracts secured by new and used agricultural and construction
equipment and sold to the Trust by CNH Capital Receivables Inc.

         (This Trust Certificate does not represent an interest in or
obligation of CNH Capital Receivables Inc., Case Credit Corporation, New
Holland Credit Company, LLC, CNH Global N.V. or Case Corporation, or any of
their respective affiliates, except to the extent described below.)

         THIS CERTIFIES THAT CNH CAPITAL RECEIVABLES INC. is the fractional
registered owner of a THIRTY-THREE MILLION DOLLAR ($33,000,000)
nonassessable, fully-paid, fractional undivided interest in the CNH
Equipment Trust 2002-B (the "Trust") formed by CNH Capital Receivables
Inc., a Delaware corporation (the "Depositor").

         The Trust was created pursuant to a Trust Agreement dated as of
November 1, 2002 (the "Trust Agreement") between the Depositor and The Bank
of New York, as trustee (the "Trustee"). To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement or the Sale and Servicing Agreement
(the "Sale and Servicing Agreement") dated as of November 1, 2002 among the
Trust, the Depositor and Case Credit Corporation, as servicer (the
"Servicer"), as applicable. This Trust Certificate is one of the duly
authorized Certificates designated as "Asset Backed Certificates" (herein
called the "Trust Certificates") issued under and subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement
the holder of this Trust Certificate by virtue of the acceptance hereof
assents and by which holder is bound.




____________________
/1   Denominations of $1,000 and in greater whole dollar denominations in
     excess thereof.


<PAGE>

         Issued under the Indenture dated as of November 1, 2002 between
the Trust and JPMorgan Chase Bank, as Indenture Trustee, are notes
designated as "1.40625% Class A-1 Asset Backed Notes," "1.86000% Class A-2
Asset Backed Notes," "Floating Rate Class A-3 Asset Backed Notes,"
"Floating Rate Class A-4 Asset Backed Notes" and "4.12000% Class B Asset
Backed Notes". Each Holder of this Trust Certificate acknowledges and
agrees that its rights to receive distributions in respect of this Trust
Certificate are subordinated to the rights of the Noteholders as described
in the Sale and Servicing Agreement and the Indenture.

         It is the intent of the Depositor, Servicer and the
Certificateholders that, for purposes of Federal income, State and local
income and franchise and any other income taxes measured in whole or in
part by income, until the Trust Certificates are held by other than the
Depositor, the Trust be disregarded as an entity separate from its owner.
At such time that the Trust Certificates are held by more than one person,
it is the intent of the Depositor, Servicer and the Certificateholders
that, for purposes of Federal income, State and local income and franchise
and any other income taxes measured in whole or in part by income, the
Trust be treated as a partnership, the assets of which are the assets held
by the Trust, and the Certificateholders (including the Depositor (and its
transferees and assigns) in its capacity as recipient of distributions from
the Spread Account) will be treated as partners in that partnership. The
Depositor and the other Certificateholders, by acceptance of a Trust
Certificate, agree to treat, and to take no action inconsistent with the
treatment of, the Trust Certificates as such for tax purposes.

         Each Certificateholder, by its acceptance of a Trust Certificate,
covenants and agrees that such Certificateholder will not at any time
institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States Federal or State bankruptcy or similar law in
connection with any obligations relating to the Trust Certificates, the
Notes, the Trust Agreement or any of the Basic Documents.

         The Certificates may not be acquired by or for the account of: (i)
an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title 1 of ERISA, (ii) a plan described in
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or
(iii) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity (a "Benefit Plan"). By accepting and
holding this Certificate, each of the Holder shall be deemed to have
represented and warranted that it is not a Benefit Plan.


<PAGE>

         The Trust Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, Case Credit Corporation, New
Holland Credit Company, LLC, Case Corporation, CNH Global N.V., the Trustee
or any affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or
contemplated herein or in the Trust Agreement or the Basic Documents.

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

         This Trust Certificate shall be construed in accordance with the
laws of the State of Delaware, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.



<PAGE>

         IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in
its individual capacity has caused this Trust Certificate to be duly
executed.

                                 CNH Equipment Trust 2002-B

                                 By:  THE BANK OF NEW YORK,
                                         not in its individual capacity, but
                                         solely as Trustee

                                 By: ________________________________________
                                     Name:___________________________________
                                     Title:__________________________________





















<PAGE>



                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK,
as Trustee


By: ________________________________________
             Authorized Officer

Date:  November ____, 2002
























<PAGE>



                                 ASSIGNMENT

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


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE

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

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

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

Dated:                              _________________________________________*
                                                Signature Guaranteed:


                                    _________________________________________*

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












<PAGE>


                                                                     EXHIBIT B
                                                            to Trust Agreement

                            Certificate of Trust
                                     of
                         CNH Equipment Trust 2002-B

                  THIS CERTIFICATE OF TRUST of CNH EQUIPMENT TRUST 2002-B
(the "Trust"), is being duly executed and filed by The Bank of New York, a
New York banking corporation, and The Bank of New York (Delaware), a
Delaware banking corporation, as trustees, to form a statutory trust under
the Statutory Trust Act (12 Del. C. ss.3801, et seq.).

                  (i) Name. The name of the statutory trust being formed
hereby is CNH EQUIPMENT TRUST 2002-B

                  (ii) Delaware Trustee. The name and business address of
the trustee of the Trust in the State of Delaware are The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

                  (iii) Effective Date. This Certificate of Trust shall be
effective as of its filing.

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

                                THE BANK OF NEW YORK
                                not in its individual capacity, but solely as
                                trustee under a Trust Agreement dated as of
                                November 1, 2002



                                By:____________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________




                                THE BANK OF NEW YORK (DELAWARE),
                                not in its individual capacity, but solely
                                as co-trustee under a Co-Trustee Agreement
                                dated as of November 1, 2002



                                By:____________________________________________
                                  Name:________________________________________
                                  Title:_______________________________________