Exhibit 10-DD

                                               Conformed Copy



                         CHRYSLER CREDIT CANADA LTD.
                             Seller and Servicer


                                     and


                           THE ROYAL TRUST COMPANY
                                  Custodian

                                     and

                                 PRIME TRUST
                                  Purchaser

                                     and

                         AUTO RECEIVABLES CORPORATION
                                  Purchaser

                                     and

                        CHRYSLER FINANCIAL CORPORATION
                              Limited Guarantor

                                  ---------

                             Amended and Restated
                           Series 1995-1 SUPPLEMENT
                        Dated as of December 16, 1997

                                      to

                             AMENDED AND RESTATED
                   MASTER CUSTODIAL AND SERVICING AGREEMENT
                        Dated as of December 16, 1997

                                  ---------

                                Series 1995-1



<PAGE>








<PAGE>

                      Amended and Restated Series 1995-1 SUPPLEMENT dated as
                      of December 16, 1997 (the "Series Supplement"), between
                      CHRYSLER CREDIT CANADA LTD., a Canadian corporation, as
                      Seller and Servicer, THE ROYAL TRUST COMPANY, a trust
                      company organized and existing under the laws of
                      Canada, as Custodian, PRIME TRUST, a trust established
                      pursuant to the laws of Ontario, as Purchaser and AUTO
                      RECEIVABLES CORPORATION, an Ontario corporation, as
                      Purchaser and CHRYSLER FINANCIAL CORPORATION, a
                      Michigan corporation, as limited guarantor.


        WHEREAS pursuant to Section 6.03 of the Master Custodial and
Servicing Agreement dated as of September 1, 1992, as amended, among the
Seller, the Servicer and the Custodian, the Seller directed the Custodian to
issue Series 1995-1 Investor Master Custodial Certificates as a Class A
Certificate and a Class B Certificate, the Principal Terms of which were
specified in the Series 1995-1 Supplement among the Seller, the Custodian,
CoRe Trust and Auto Receivables Corporation;

        AND WHEREAS the said Master Custodial and Servicing Agreement has
been amended and restated as of December 16, 1997 (such agreement as amended
and restated being herein referred to as the "Agreement");

        AND WHEREAS CoRe Trust has assigned the Class A Certificate to Prime
Trust;

        AND WHEREAS the parties to the Series 1995-1 Supplement (other than
CoRe Trust) and Prime Trust wish to amend and restate the same, by deleting
as a party CoRe Trust, adding as a party Prime Trust and making certain
further amendments thereto and restating the same as provided herein;


        NOW THEREFORE, in consideration of the mutual agreements herein
contained, each party agrees as follows:


                                  ARTICLE 1

                        Creation of the Series 1995-1
                        -----------------------------
                        Master Custodial Certificates
                        -----------------------------

SECTION 1.1    Designation
               -----------

        (a) There is hereby created a Series of Investor Master Custodial
Certificates to be issued pursuant to the Agreement and this Series
Supplement to be known as the "Master Custodial Certificates, Series 1995-1",
such Series to consist of two classes of Investor Master


<PAGE>
                                      2

Custodial Certificates, a Class A Certificate and a Class B Certificate. The
Class B Certificate shall be subordinated in right of payment to the Class A
Certificate to the extent set forth herein.

        (b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any terms or provisions contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern.


                                  ARTICLE 2

                                 Definitions
                                 -----------

SECTION 2.1    Definitions
               -----------

        (a) Whenever used in this Series Supplement the following words and
phrases shall have the following meanings.

        "Additional Carry-over Amount" shall mean an Additional Class A
Carry-over Amount and/or an Additional Class B Carry-over Amount.

        "Additional Class A Carry-over Amount" shall have the meaning
specified in Section 4.2(d).

        "Additional Class A Interest Amount" shall have the meaning specified
in Section 4.2(c).

        "Additional Class B Carry-over Amount" shall have the meaning
specified in Section 4.2(f).

        "Additional Class B Interest Amount" shall have the meaning specified
in Section 4.2(e).

        "Additional Interest Amount" shall mean Additional Class A Interest 
Amount and/or an Additional Class B Interest Amount.

        "Additional Issue Expenses" shall have the meaning specified in 
Section 3.1.

        "Allocable Defaulted Amount" shall mean, with respect to any
Collection Period the product of (a) the Series 1995-1 Allocation Percentage
with respect to such Collection Period and (b) the Defaulted Amount with
respect to such Collection Period.


<PAGE>
                                      3

        "Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 1995-1 Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect
to the related Collection Period.

        "Allocable Non-Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 1995-1 Allocation Percentage for
the related Collection Period and (b) the aggregate amount of Collections of
Non-Principal Receivables relating to such Deposit Date.

        "Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 1995-1 Allocation Percentage for
the related Collection Period and (b) the aggregate amount of Collections of
Principal Receivables relating to such Deposit Date.

        "Assets Receivables Rate" shall mean, with respect to any Interest
Period, an amount expressed as a percentage equal to 12 multiplied by a
fraction, (a) the numerator of which is the sum of (i) Investor Non-Principal
Collections for the Collection Period immediately preceding the last day of
such Interest Period (which, for the purposes of this definition only, shall
be determined based on the Non-Principal Receivables billed to the Dealers
which are due during such preceding Collection Period) less the Series 1995-1
Monthly Servicing Fee, if any, with respect to such immediately preceding
Collection Period and (ii) the Investment Proceeds to be applied on the
Distribution Date related to such Interest Period and (b) the denominator of
which is the sum of (i) the product of (x) the Floating Allocation Percentage
for such preceding Collection Period, (y) the Series Allocation Percentage
for such preceding Collection Period and (z) the average Pool Balance (after
giving effect to Investor Charge-offs) for such preceding Collection Period,
and (ii) the principal balance on deposit in the Principal Funding Account on
the Distribution Date relating to the immediately preceding Interest Period
(after giving effect to all deposits thereto and withdrawals therefrom on
such Distribution Date).

        "Available Investor Principal Collections" shall mean, with respect
to any Distribution Date, the sum of (a) an amount equal to Investor
Principal Collections for such Distribution Date, (b) Allocable Miscellaneous
Payments with respect to such Distribution Date, (c) Series 1995-1 Excess
Principal Collections on deposit in the Collection Account for such
Distribution Date and (d) for a Distribution Date which is also the
Termination Date, any funds in the Reserve Fund and the Yield Supplement
Account after giving effect to Section 4.8.

        "Available Seller's Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Available Seller's Non-Principal Collections
for such Deposit Date and (b) the Available Seller's Principal Collections
for such Deposit Date.

        "Available Seller's Non-Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's


<PAGE>
                                      4

Percentage for the related Collection Period over (ii) the Excess Seller's
Percentage for such Collection Period by (b) Allocable Non-Principal
Collections for such Deposit Date.

        "Available Seller's Principal Collections" shall mean, with respect
to any Deposit Date, an amount equal to the result obtained by multiplying
(a) the excess of (i) the Seller's Percentage for the related Collection
Period over (ii) the Excess Seller's Percentage for such Collection Period by
(b) Allocable Principal Collections for such Deposit Date.

        "Available Subordinated Amount" for the first Determination Date
shall mean an amount equal to the Required Subordinated Amount. The Available
Subordinated Amount for any subsequent Determination Date shall mean an
amount equal to (i) the lesser of (a) the Available Subordinated Amount for
the preceding Determination Date, minus (I) the Required Subordination Draw
Amount with respect to the preceding Distribution Date to the extent provided
in Section 4.8, minus (II) withdrawals from the Reserve Fund pursuant to
Section 4.8 on the preceding Distribution Date to make distributions pursuant
to Section 4.6(a)(iii) (but excluding any other withdrawals from the Reserve
Fund), plus (III) the portion of Excess Income for such preceding
Distribution Date distributed to the Seller pursuant to Section 4.10(c) plus
(IV) the excess, if any, of the Required Subordinated Amount for such
Determination Date over the Required Subordinated Amount for the immediately
preceding Determination Date, and (b) other than with respect to any
Distribution Date following the reduction of the outstanding principal
balance of the Series 1995-1 Investor Master Custodial Certificates to zero
as described in Section 4.7(c), the product of the Subordinated Percentage
and the Invested Amount on such Determination Date (after giving effect to
any reduction to be made therein on the immediately following Distribution
Date), minus (ii) in the case of clause (a), the Incremental Subordinated
Amount for such preceding Determination Date, plus (iii) the Incremental
Subordinated Amount for the current Determination Date; provided, however,
that once the Controlled Amortization Period or any Series 1995-1 Early
Amortization Period (other than a Series 1995-1 Early Amortization Period
which has ended as described in clause (c) of the definition of Early
Amortization Period) shall have commenced, the Available Subordinated Amount
shall be calculated based on the Invested Amount as of the close of business
on the day preceding such Controlled Amortization Period or Series 1995-1
Early Amortization Period.

        "Canadian BA Rate" shall mean that per annum rate for an Interest
Period expressed as a percentage, equal to the average rate for Dollar
bankers acceptances for a period equal to 30 days; provided that the
applicable rate shall be based upon the rates appearing on the "Reuters
Screen CDOR Page" (as defined in The International Swap Dealer Association,
Inc. definitions, as modified and amended from time to time) as of 10:00
a.m., Toronto time, on the first Business Day during the applicable Interest
Period. If such rates do not appear on the Reuters Screen CDOR Page as
contemplated, then the "Canadian BA Rate" for such Interest Period shall be
calculated at the times, based on the same maturities and on the same basis
as set forth in the previous sentence, except that the rates for Dollar
bankers acceptances shall be based upon the arithmetic mean of the applicable
rates quoted by four major Canadian


<PAGE>
                                      5

Schedule 1 chartered banks as of 10:00 a.m., Toronto time, on the first day
of such Interest Period and the parties agree that initially such banks will
be (i) Bank of Montreal, (ii) Bank of Nova Scotia, (iii) The Royal Bank of
Canada and (iv) The Toronto-Dominion Bank. If less than four of the
institutions described in the immediately preceding sentence quote the
aforementioned rate on the days and at the times described in such sentence,
the "Canadian BA Rate" shall be such other rate or rates as the parties may
agree.

        "Carry-over Amount" shall mean a Class A Carry-over Amount and/or a
Class B Carry-over Amount.

        "Class A Carry-over Amount" shall mean for any Distribution Date with
respect to which the Class A Certificate Rate is calculated based on the
Assets Receivables Rate, the excess of (a) Class A Monthly Interest for such
Distribution Date determined as if such Class A Certificate Rate were
calculated pursuant to clause (a) of the definition thereof over (b) the
actual Class A Monthly Interest for such Distribution Date.

        "Class A Carry-over Shortfall" shall have the meaning specified in
Section 4.2(d).

        "Class A Certificate" shall mean the Series 1995-1 Master Custodial
Certificate as executed by and authenticated by the Custodian, substantially
in the form of Exhibit A.

        "Class A Certificateholder" means the Person who is the holder of the
Class A Certificate as indicated in the Certificate Register.

        "Class A Certificate Rate" shall mean, with respect to any Interest
Period, the lesser of (a) the rate quoted by the Class A Certificateholder on
the Determination Date during such Interest Period as the estimated cost to
such Class A Certificateholder of financing the Purchase of the Class A
Certificate for such Interest Period, together with any adjustments
determined by such Class A Certificateholder to be necessary by reason of the
difference between (x) the actual cost of financing such purchase for the
immediately preceding Interest Period, and (y) the estimated cost quoted for
such immediately preceding Interest Period, plus the Program Fee, and (b) the
Assets Receivables Rate for such Interest Period.

        "Class A Interest Shortfall" shall have the meaning specified in
Section 4.2(c).

        "Class A Monthly Interest" shall have the meaning specified in
Section 4.2(a).

        "Class B Carry-over Amount" shall mean for any Distribution Date with
respect to which the Class B Certificate Rate is calculated based on the
Assets Receivables Rate, the excess of (a) Class B Monthly Interest for such
Distribution Date determined as if such Class B Certificate Rate were
calculated pursuant to clause (a) of the definition thereof over (b) the
actual Class B Monthly Interest for such Distribution Date.


<PAGE>
                                      6

        "Class B Carry-over Shortfall" shall have the meaning specified in
Section 4.2(f).

        "Class B Certificate" shall mean the Series 1995-1 Master Custodial
Certificate executed by and authenticated by the Custodian, substantially in
the form of Exhibit B.

        "Class B Certificateholder" means the Person who is the holder of the
Class B Certificate as indicated in the Certificate Register.

        "Class B Certificate Rate" shall mean, with respect to any Interest
Period, the lesser of (a) the Canadian BA Rate, plus 1.10%, and (b) the
Assets Receivables Rate for such Interest Period.

        "Class B Interest Shortfall" shall have the meaning specified in
Section 4.2(e).

        "Class B Monthly Interest" shall have the meaning specified in
Section 4.2(b).

        "Closing Date" shall mean September 20, 1995.

        "Controlled Amortization Period" shall mean, unless a Series 1995-1
Early Amortization Event shall have occurred prior thereto (other than a
Series 1995-1 Early Amortization Event which has resulted in a Series 1995-1
Early Amortization Period which has ended as described in clause (c) of the
definition of Early Amortization Period), the period commencing on the
Controlled Amortization Period Commencement Date and ending upon the first to
occur of (a) the commencement of a Series 1995-1 Early Amortization Period
and (b) the payment in full to Series 1995-1 Master Custodial
Certificateholders of the outstanding principal balance of the Series 1995-1
Investor Master Custodial Certificates.

        "Controlled Amortization Period Commencement Date" shall mean the
first day of the earlier of the December 2002 Collection Period or (ii) the
first day of the Collection Period next following the Collection Period in
which a Controlled Amortization Notice is delivered to the Person receiving
such Controlled Amortization Notice.

        "Controlled Amortization Notice" means a notice delivered pursuant to
Section 6.2.

        "Controlled Amortization Period Principal Distribution Date" shall
mean the Distribution Date occurring in each of the four calendar months next
following the Collection Period in which the Controlled Amortization Period
Commencement Date falls.

        "Controlled Distribution Amount" shall mean, with respect to each of
the Controlled Amortization Period Principal Distribution Dates, the sum of
(i) 25% of the Initial Invested Amount at the Controlled Amortization Period
Commencement Date, and (ii) the Required Initial Invested Amount Reduction
Amount on such Distribution Date.


<PAGE>
                                      7

        "Custodial Available Subordinated Amount" means the sum of the
Available Subordinated Amount and the sum of the aggregate "available
subordinated amounts" for, and as that term may be defined in respect of, all
other outstanding Series.

        "Cut-Off Date" in relation to Series 1995-1 means August 31, 1995.

        "Deficiency Amount" shall have the meaning specified in Section 4.5.

        "Excess Income" shall mean, with respect to any Distribution Date,
the sum of the amount, if any, specified pursuant to Section 4.6(a)(vii) with
respect to such Distribution Date.

        "Excess Reserve Fund Required Amount" shall mean, for any
Distribution Date with respect to a Series 1995-1 Early Amortization Period,
an amount equal to the greater of (a) 5% of the initial aggregate principal
balance of the Series 1995-1 Investor Master Custodial Certificates and (b)
the excess of (i) the sum of (x) the Available Subordinated Amount on the
preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date)
and (y) (A) a percentage equal to the excess of the Required Participation
Percentage over 100%, multiplied by (B) the outstanding aggregate principal
balance of the Series 1995-1 Investor Master Custodial Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date) over (ii) the excess of (x) the Series 1995-1 Allocation
Percentage of the Pool Balance on the last day of the immediately preceding
Collection Period over (y) the Invested Amount on such Distribution Date
(after giving effect to changes therein on such Distribution Date); provided
that the Excess Reserve Fund Required Amount shall not exceed such Available
Subordinated Amount.

        "Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than 0%
nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables and Defaulted Receivables and Principal Receivables
during the Revolving Period, the sum of (i) the Floating Allocation
Percentage with respect to such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the Available
Subordinated Amount as of the Determination Date occurring in such Collection
Period (after giving effect to the allocations, distributions, withdrawals
and deposits to be made on the Distribution Date immediately following such
Determination Date) and the denominator of which is the product of (i) the
Pool Balance as of the last day of the immediately preceding Collection
Period and (ii) the Series 1995-1 Allocation Percentage with respect to the
Collection Period in respect of which the Excess Seller's Percentage is being
calculated or (b) 100% minus, when used with respect to Principal Receivables
during the Controlled Amortization Period and a Series 1995-1 Early
Amortization Period, the sum of (i) the Principal Allocation Percentage with
respect to such Collection Period and (ii) the percentage equivalent of a
fraction, the numerator of which is the Available Subordinated Amount as of
the Determination Date occurring in such Collection Period (after giving
effect to the allocations, distributions, withdrawals and deposits to be


<PAGE>
                                      8

made on the Distribution Date immediately following such Determination Date)
and the denominator of which is the product of (i) the Pool Balance as of the
last day of such immediately preceding Collection Period and (ii) the Series
1995-1 Allocation Percentage with respect to the Collection Period in respect
of which the Excess Seller's Percentage is being calculated.

        "Final Payment Date" shall mean the first Distribution Date on which,
after giving effect to all payments to be made on that Distribution Date, the
outstanding principal balance of the Class A Certificate and the Class B
Certificate will be reduced to zero.

        "Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the immediately preceding Collection Period (after giving
effect to any change therein to occur on the next succeeding Distribution
Date) and the denominator of which is the product of (a) the Pool Balance as
of such last day and (b) the Series 1995-1 Allocation Percentage with respect
to the Collection Period in respect of which the Floating Allocation
Percentage is being calculated; provided, however, that, with respect to the
first Collection Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the product of (x) the Pool
Balance on the Cut-Off Date and (y) the Series 1995-1 Allocation Percentage
with respect to the Cut-Off Date.

        "Incremental Subordinated Amount" shall mean, with respect to any
Determination Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of (i) (A) the Invested Amount on the last day
of the immediately preceding Collection Period (after giving effect to any
change therein to occur on the next succeeding Distribution Date) or (B) with
respect to the first Determination Date, the Invested Amount on the Closing
Date and (ii) (A) the Available Subordinated Amount for such Determination
Date (calculated without adding the Incremental Subordinated Amount for such
Distribution Date as described in clause (iii) of the definition thereof) or
(B) with respect to the first Determination Date, the product of the Invested
Amount on the Closing Date and the Subordinated Percentage, and the
denominator of which is the Pool Balance on such last day by (b) the
Custodial Incremental Subordinated Amount.

        "Initial Invested Amount" shall mean the aggregate initial principal
amount of the Series 1995-1 Investor Master Custodial Certificates which is
invested in Principal Receivables on the Closing Date minus (a) as described
in Section 4.12(a), the amount of any deposits to the Principal Funding
Account, plus (b) as described in Section 4.12(b), the amount of any
withdrawals from the Principal Funding Account.

        "Initial Reserve Fund Deposit Amount" shall mean $1,802,500.

        "Initial Yield Supplement Account Deposit Amount" shall mean
$1,802,500.


<PAGE>
                                      9

        "Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding
such Distribution Date (or, in the case of the initial Distribution Date, the
Closing Date) to but excluding such Distribution Date. Interest will be
calculated on the basis of the actual number of days in each Interest Period
divided by 365.

        "Interest Shortfall" shall mean a Class A Interest Shortfall and/or a
Class B Interest Shortfall.

        "Invested Amount" shall mean, when used with respect to any date, an
amount equal to (a) the Initial Invested Amount, minus (b) the excess, if
any, of the aggregate amount of Investor Charge-Offs over Investor
Charge-Offs reimbursed pursuant to Section 4.9 prior to such date. In
addition, for purposes of the definition of "Series 1995-1 Early Amortization
Period", the Invested Amount shall be an amount equal to the aggregate
outstanding principal balance of the Series 1995-1 Investor Master Custodial
Certificates.

        "Invested Amount Increase Date" shall have the meaning specified in
Section 4.12.

        "Invested Amount Reduction Date" shall have the meaning specified in
Section 4.12.

        "Investment Proceeds" shall mean, with respect to any Determination
Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Series 1995-1 Accounts,
together with an amount equal to the Series 1995-1 Allocation Percentage of
the interest and other investment earnings on funds held in the Collection
Account credited to the Collection Account pursuant to Section 4.02 of the
Agreement.

        "Investor Charge-Offs" shall have the meaning specified in Section
4.9.

        "Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Collection Period and (b) the Floating
Allocation Percentage for the related Collection Period.

        "Investor Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (i) the Floating
Allocation Percentage for the related Collection Period and (ii) Allocable
Non-Principal Collections deposited in the Collection Account for the related
Collection Period.

        "Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage, with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Controlled Amortization Period or an Series
1995-1 Early Amortization Period, for the related Collection Period (or any
partial Collection Period which occurs as the first Collection Period during
a Series 1995- 1 Early Amortization Period) and (ii) Allocable Principal
Collections deposited in the Collection


<PAGE>
                                      10

Account for the related Collection Period (or any partial Collection Period
which occurs as the first Collection Period during an Early Amortization
Period) and (b) the amount, if any, of Collections of Non-Principal
Receivables, Excess Income and Available Seller's Collections which this
Series Supplement provides are to be treated as a portion of Investor
Principal Collections, including pursuant to Section 4.6(a)(iii), 4.8(b) and
4.10(a), on such Distribution Date.

        "Maximum Initial Invested Amount" shall mean such amount as requested
by the Seller and agreed to by the Purchasers from time to time by delivery
by the Purchasers to the Seller, the Servicer and the Custodian of a notice
substantially in the form set forth in the form of Exhibit D attached hereto
provided, however that the Maximum Initial Invested Amount shall not exceed
$515,000,000.

        "Monthly Interest" shall mean the sum of Class A Monthly Interest and
Class B Monthly Interest.

        "Monthly Payment Rate" shall mean, for any Collection Period, the
percentage derived from dividing the Collections of Principal Receivables for
such Collection Period by the average daily Pool Balance for such Collection
Period.

        "Monthly Principal" shall have the meaning specified in Section 4.3.

        "Monthly Servicing Fee" shall have the meaning specified in Section 3.1.

        "Principal Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as
of the last day of the Revolving Period and the denominator of which is the
product of (a) the Pool Balance as of the last day of the immediately
preceding Collection Period and (b) the Series 1995-1 Allocation Percentage
with respect to the Collection Period in respect of which the Principal
Allocation Percentage is being calculated; provided, however, that with
respect to that portion of any Collection Period that falls after the date on
which a Series 1995-1 Early Amortization Event occurs (other than a Series
1995-1 Early Amortization Event which has resulted in a Series 1995-1 Early
Amortization Period which has ended as described in clause (c) of the
definition of Early Amortization Period), the Principal Allocation Percentage
shall be reset using the Pool Balance as of the close of business on the date
on which such Early Amortization Event shall have occurred and Collections of
Principal Receivables shall be allocated for such portion of such Collection
Period using such reset Principal Allocation Percentage.

        "Principal Funding Account" shall have the meaning specified in
Section 4.4.

        "Program Fee" shall equal the percentage equivalent of a fraction,


<PAGE>
                                     11

        the numerator which is equal to:

        (i)    the sum of:
               (a) the product of
                      (x) the Utilized Program Fee, and
                      (y) the outstanding balance of the Class A Certificate

               and
               (b) the product of
                      (x) the Unutilized Program Fee, and
                      (y) the Maximum Initial Invested Amount, less the
                          aggregate outstanding balance of the Series
                          1995-1 Investor Master Custodial Certificates

               and the denominator which is equal to:

        (ii)   the Maximum Initial Invested Amount less the outstanding
               balance of the Class B Certificate

        provided that during the Amortization Period or Early Amortization
        Period, the Program Fee shall be equal to the Utilized Program Fee.

        "Purchasers" shall mean, collectively, Prime Trust and Auto
Receivables Corporation and their respective successors and assigns.

        "Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be
made on such Distribution Date, the sum of (i) the Invested Amount on such
Distribution Date, (ii) accrued and unpaid interest on the unpaid balance of
the Series 1995-1 Investor Master Custodial Certificates (calculated on the
basis of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates at their respective certificate rates as in
effect during the applicable Interest Periods) through the day preceding such
Distribution Date, (iii) the amount of Additional Interest Amount, if any,
for such Distribution Date and any Additional Interest Amount previously due
but not distributed to the Series 1995-1 Master Custodial Certificateholders
on a prior Distribution Date, (iv) any Carry-over Amount for such
Distribution Date and any Carry-over Amount previously due but not
distributed to the Series 1995-1 Master Custodial Certificateholders on a
prior Distribution Date, and (v) any Additional Carry-over Amount for such
Distribution Date and any Additional Carry-over Amount previously due but not
distributed to the Series 1995-1 Master Custodial Certificateholders on a
prior Distribution Date.


<PAGE>
                                      12

        "Required Initial Invested Amount" shall mean the quotient obtained
by dividing (i) the Required Series 1995-1 Participation Amount by (ii) the
sum of (a) the Required Participation Percentage and (b) the Subordinated
Percentage.

        "Required Initial Invested Amount Increase Amount" shall mean for any
Distribution Date the excess (if any) of the Required Initial Invested Amount
as of such Distribution Date over the Required Initial Invested Amount as of
the preceding Distribution Date.

        "Required Initial Invested Amount Reduction Amount" shall mean for
any Distribution Date the excess (if any) of the Required Initial Invested
Amount as of the preceding Distribution Date over the Required Initial
Invested Amount as of such Distribution Date.

        "Required Participation Percentage" shall mean, with respect to
Series 1995-1, 104%; provided, however, that the Seller may, upon 10 days'
prior notice to the Custodian, each Rating Agency and any Enhancement
Provider, reduce the Required Participation Percentage to a percentage which
shall not be less than 100%; provided that neither the Seller nor the
Servicer has been notified that any such reduction will result in a reduction
or withdrawal of the rating of any outstanding Series or Class by any Rating
Agency with respect to which it is a Rating Agency.

        "Required Series 1995-1 Participation Amount" shall mean, with
respect to any Distribution Date, the lesser of (i) the sum of (a) the
product of the Maximum Initial Invested Amount at such date and the Required
Participation Percentage with respect to Series 1995-1, and (b) the product
of the Subordinated Percentage with respect to Series 1995-1 and the Maximum
Initial Invested Amount, and (ii) the Pool Balance on the last day of the
related Collection Period, less (a) the sum of the Available Subordinated
Amounts of each Series (other than Series 1995-1) as at the immediately
preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
following such Determination Date), less (b) the sum of the amounts for each
Series (other than Series 1995-1) equal to the product of the Required
Participation Percentage for each such Series and the Initial Invested Amount
for each such Series.

        "Required Subordinated Amount" shall mean, as of any date of
determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental
Subordinated Amount on such date.

        "Required Subordination Draw Amount" shall have the meaning specified
in Section 4.5.

        "Reserve Fund" shall have the meaning specified in Section 4.4.

        "Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (i) the Reserve Fund Required
Amount for such Distribution Date


<PAGE>
                                      13

exceeds (ii) the amount of funds in the Reserve Fund after giving effect to
any deposits thereto and withdrawals therefrom otherwise to be made on such
Distribution Date.

        "Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the greater of (i) the product of (a)
0.35% and (b) the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates on such Distribution Date (after giving effect
to any changes therein on such Distribution Date) and (ii) the product of (a)
0.25% and (b) the Maximum Initial Invested Amount.

        "Revolving Period" shall mean the period beginning at the close of
business on the Cut-Off Date and ending on the earlier of (a) the close of
business on the day immediately preceding the Controlled Amortization Period
Commencement Date and (b) the close of business on the day a Series 1995-1
Early Amortization Period commences; provided, however, that, if a Series
1995-1 Early Amortization Period ends as described in clause (c) of the
definition of Early Amortization Period, the Revolving Period will recommence
as of the close of business on the day such Series 1995-1 Early Amortization
Period ends.

        "Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's
Percentage of Allocable Principal Collections for the related Collection
Period.

        "Seller's Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Non-Principal Receivables
and Defaulted Receivables and, during the Revolving Period, Principal
Receivables, and (b) the Principal Allocation Percentage, when used with
respect to Principal Receivables during the Controlled Amortization Period
and any Series 1995-1 Early Amortization Period.

        "Series 1995-1" shall mean the Series of Master Custodial
Certificates, the terms of which are specified in this Series Supplement.

        "Series 1995-1 Accounts" shall have the meaning specified in Section
4.4.

        "Series 1995-1 Adjusted Invested Amount" shall mean the Series
Adjusted Invested Amount with respect to Series 1995-1.

        "Series 1995-1 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1995-1.

        "Series 1995-1 Early Amortization Event" shall mean any Early
Amortization Event specified in Section 9.01 of the Agreement, together with
any additional event specified in Section 6.1 of this Series Supplement.


<PAGE>
                                      14

        "Series 1995-1 Early Amortization Period" shall mean an Early
Amortization Period with respect to Series 1995-1.

        "Series 1995-1 Excess Principal Collections" shall mean that portion
of Excess Principal Collections allocated to Series 1995-1 pursuant to
Section 4.11.

        "Series 1995-1 Master Custodial Certificateholders" shall mean the
Persons who are Holders of Series 1995-1 Investor Master Custodial
Certificates as indicated in the Certificate Register.

        "Series 1995-1 Master Custodial Certificateholders' Interest" shall
mean that portion of the Master Custodial Certificateholders' Interest
evidenced by the Series 1995-1 Investor Master Custodial Certificates.

        "Series 1995-1 Investor Master Custodial Certificates" shall mean the
Class A Certificate and the Class B Certificate.

        "Series 1995-1 Monthly Servicing Fee" shall have the meaning
specified in Section 3.1.

        "Series 1995-1 Principal Shortfall" shall have the meaning specified
in Section 4.11.

        "Series 1995-1 Termination Proceeds" shall mean any Termination
Proceeds arising out of a sale of Receivables (or interests therein) pursuant
to Section 12.02(c) of the Agreement with respect to Series 1995-1.

        "Servicing Fee Rate" shall mean, with respect to Series 1995-1 and
with respect to any Distribution Date in respect of which a Monthly Servicing
Fee is payable, the rate determined pursuant to Section 3.1 hereof, but not
in excess of 1%.

        "Special Payment Date" shall mean each Distribution Date with respect
to a Series 1995-1 Early Amortization Period (other than a Series 1995-1
Early Amortization Period which has ended as described in clause (c) of the
definition of Early Amortization Period).

        "Spread Shortfall Account" shall have the meaning set forth in
Section 4.4.

        "Spread Shortfall Amount" shall have the meaning specified in Section
4.8(a).

        "Spread Shortfall Guarantee Amount" shall mean, with respect to any
Distribution Date, (i) before the event described in (ii) below, the product
of (a) the Monthly Payment Rate, (b) 0.75% and (c) the Series 1995-1 Adjusted
Investment Amount or (ii) in the event that on or before such Distribution
Date the rating of the long-term unsecured debt of CFC is lowered below BBB-
by Standard & Poor's (or withdrawn by Standard & Poor's), zero.


<PAGE>
                                      15

        "Spread Shortfall Required Amount" shall mean the product of (a)
0.75% and (b) the Maximum Initial Invested Amount.

        "Subordinated Percentage" shall mean the percentage equivalent of a
fraction, the numerator of which is the Subordination Factor and the
denominator of which will be the excess of 100% over the Subordination
Factor.

        "Subordination Factor" means 8%; provided, however, that the
Subordination Factor will be 9.25% in the event that (i) the rating of the
long-term unsecured debt of the Seller is lowered, in case of CBRS Inc. to
below B++ (low) or in the case of Dominion Bond Rating Service Limited, to
below BBB (low), or withdrawn by either rating agency, unless, in either such
case, the Class A Certificateholder receives written confirmation from the
Rating Agency that the failure to so increase the Subordination Factor would
not result in the downgrade or withdrawal of the rating of the Class A
Certificate by such Rating Agency or (ii) the rating of the long-term
unsecured debt of CFC is lowered below BBB- by Standard & Poor's or withdrawn
by Standard & Poor's.

        "Termination Date" shall mean the December 2004 Distribution Date.

        "Utilized Program Fee" shall mean the rate quoted in the most recent
notice delivered by the Purchasers in the form attached as Exhibit D.

        "Unutilized Program Fee" shall mean the rate quoted in the most
recent notice delivered by the Purchasers in the form attached as Exhibit D.

        "Yield Supplement Account" shall have the meaning specified in
Section 4.4.

        "Yield Supplement Account Deposit Amount" shall mean, with respect to
any Distribution Date, the amount, if any, by which the Yield Supplement
Account Required Amount exceeds the amount on deposit in the Yield Supplement
Account after giving effect to any deposits thereto and withdrawals therefrom
otherwise to be made on such Distribution Date.

        "Yield Supplement Account Required Amount" shall mean, with respect
to any Distribution Date, an amount equal to the product of (a) 0.35% and (b)
the Maximum Initial Invested Amount.

        (b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever
used in this Series Supplement or the Agreement with respect to Series
1995-1, Dominion Bond Rating Service Limited. As used in this Series
Supplement and in the Agreement with respect to Series 1995-1, "highest
investment category" shall mean AAA, or if the Rating Agency shall revise or
amend its rating categories, the highest rating category designated by the
Rating Agency. Notwithstanding


<PAGE>
                                      16

anything to the contrary in this Series Supplement or the Agreement, the term
"Rating Agency Condition" shall mean, whenever used in this Series Supplement
or the Agreement with respect to Series 1995-1, that the Rating Agency shall
have notified the Seller, the Servicer and the Custodian in writing that such
action will not result in a reduction or withdrawal of the rating of the
Class A Certificate by the Rating Agency.

        (c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The definitions
in Section 2.1 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.

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

        (e) The parties hereto acknowledge and agree that the Series 1995-1
Investor Master Custodial Certificates are created hereunder with the
intention that the Holders thereof will be treated as owners of direct,
undivided ownership interests as tenants in common in the Purchased Property
and in particular that no debtor/creditor relationship is herein created
between the Series 1995-1 Master Custodial Certificateholders and the Seller
or the Custodian. For the purpose of disclosure under the Interest Act
(Canada), if any amount described hereunder as interest is to be calculated
at a rate based on any period of time that is less than a calendar year, then
the yearly rate to which such rate is equivalent is such rate multiplied by
the actual number of days in the calendar year in which such amount is to be
calculated and divided by such period of time.


                                  ARTICLE 3

                                Servicing Fee
                                -------------

SECTION 3.1    Servicing Compensation
               ----------------------

        The monthly servicing fee, inclusive of applicable taxes, including
goods and services tax, if any (the "Monthly Servicing Fee"), shall be
payable by the Master Custodial Certificateholders to any Successor Servicer,
other than a Successor Servicer which is an Affiliate of CCCL, in arrears, on
each Distribution Date in respect of any Collection Period (or portion
thereof) occurring prior to the earlier of the Termination Date and the first
Distribution Date on which the Invested Amount is zero, in an amount to be
agreed upon by the Successor Servicer and by the Custodian, as agent for and
on behalf of the Master Custodial Certificateholders; provided, however, that
the Monthly Servicing


<PAGE>
                                      17

Fee shall not exceed an amount equal to one-twelfth of the product of (a) 1%,
(b) the Pool Balance as of the last day of the Collection Period second
preceding such Distribution Date and (c) the Series 1995-1 Allocation
Percentage with respect to the immediately preceding Collection Period. No
Monthly Servicing Fee shall be payable while CCCL or any Affiliate of CCCL is
the Servicer. The share of the Monthly Servicing Fee allocable to the Series
1995-1 Master Custodial Certificateholders with respect to any Distribution
Date (the "Series 1995-1 Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Invested
Amount as of the last day of the Collection Period second preceding such
Distribution Date. The remainder of the Monthly Servicing Fee shall be paid
by the Seller and in no event shall the Custodian or the Series 1995-1 Master
Custodial Certificateholders be liable for the share of the Monthly Servicing
Fee to be paid by the Seller; and the remainder of the Servicing Fee shall be
paid by the Seller and the Investor Master Custodial Certificateholders of
other Series and the Series 1995-1 Master Custodial Certificateholders shall
in no event be liable for the share of the Servicing Fee to be paid by the
Seller or the Investor Master Custodial Certificateholders of other Series.
The Series 1995-1 Monthly Servicing Fee shall be payable to the Successor
Servicer solely to the extent amounts are available for distribution in
accordance with the terms of this Series Supplement.

        Any Successor Servicer will be permitted, in its sole discretion, to
waive the Monthly Servicing Fee, if any, for any Distribution Date by notice
to the Custodian on or before the related Determination Date; provided that
the Servicer believes that sufficient Collections of Non-Principal
Receivables will be available on any future Distribution Date to pay the
Series 1995-1 Monthly Servicing Fee relating to the waived Monthly Servicing
Fee. If the Servicer so waives the Monthly Servicing Fee for any Distribution
Date, the Monthly Servicing Fee and the Series 1995-1 Monthly Servicing Fee
for such Distribution Date shall be deemed to be zero for all purposes of
this Series Supplement and the Agreement; provided, however, that such Series
1995-1 Monthly Servicing Fee shall be paid on a future Distribution Date
solely to the extent amounts are available therefor pursuant to Section
4.10(b); provided, further that, to the extent any such waived Series 1995-1
Monthly Servicing Fee is so paid, the related portion of the Monthly
Servicing Fee to be paid by the Seller shall be paid by the Seller to the
Servicer.

        Pursuant to Section 3.02 of the Agreement, CCCL, as Seller and
initial Servicer, shall pay the Additional Issue Expenses with respect to
Series 1995-1. For the purposes of this Series Supplement and the Agreement,
"Additional Issue Expenses" shall mean, with respect to Series 1995-1 those
specified in each notice in the form of Exhibit D delivered by the Purchasers
hereunder.


<PAGE>
                                      18

                                  ARTICLE 4

                   Rights of Series 1995-1 Master Custodial
                   ----------------------------------------
       Certificateholders and Allocation and Application of Collections
       ----------------------------------------------------------------

SECTION 4.1    Allocations; Payments to Seller
               -------------------------------

        (a) Collections of Non-Principal Receivables and Principal
Receivables, Miscellaneous Payments and Defaulted Amounts and unpaid
Adjustment Payments allocated to Series 1995-1 pursuant to Article IV of the
Agreement shall be allocated and distributed as set forth in this Article.

        (b) The Servicer shall instruct the Custodian to withdraw from the
Collection Account and pay to the Seller on the dates set forth below the
following amounts:

               (i)    on each Deposit Date:

                      (A)  an amount equal to the Excess Seller's
                           Percentage of Allocable Non-Principal
                           Collections deposited in the Collection Account
                           on such Deposit Date; and

                      (B)  an amount equal to the Excess Seller's Percentage
                           of Allocable Principal Collections deposited in
                           the Collection Account on such Deposit Date, if
                           the Seller's Invested Amount (determined after
                           giving effect to the transfer of any Principal
                           Receivables to the Custodian on such Deposit Date)
                           exceeds the Custodial Available Subordinated
                           Amount for the immediately preceding Determination
                           Date (after giving effect to the allocations,
                           distributions, withdrawals and deposits to be made
                           on the Distribution Date immediately following
                           such Determination Date); and

              (ii)  on each Deposit Date with respect to the Revolving
               Period, an amount equal to the Available Seller's Principal
               Collections for such Deposit Date, if the Seller's Invested
               Amount (determined after giving effect to any Principal
               Receivables transferred to the Custodian on such Deposit Date)
               exceeds the Custodial Available Subordinated Amount for the
               immediately preceding Determination Date (after giving effect
               to the allocations, distributions, withdrawals and deposits to
               be made on the Distribution Date immediately following such
               Determination Date); provided, however, that Available
               Seller's Principal Collections shall be paid to the Seller
               with respect to any Collection Period only after an amount
               equal to the sum of (A) the Deficiency Amount, if any,
               relating to the immediately preceding


<PAGE>
                                      19

               Collection Period and (B) the excess, if any, of the Reserve
               Fund Required Amount over the amount in the Reserve Fund on
               the immediately preceding Distribution Date (after giving
               effect to the allocations of, distributions from, and deposits
               in, the Reserve Fund on such Distribution Date), has been
               deposited in the Collection Account for the account of Series
               1995-1 Certificateholders from such Available Seller's
               Principal Collections.

        The withdrawals to be made from the Collection Account pursuant to
this Section 4.1(b) do not apply to deposits into the Collection Account that
do not represent Collections, including Miscellaneous Payments, payment of
the purchase price for the Master Custodial Certificateholders' Interest
pursuant to Section 2.03 of the Agreement, and proceeds from the sale,
disposition or liquidation of Receivables pursuant to Section 12.02 of the
Agreement.

        (c) The Servicer shall instruct the Custodian to withdraw from the
Collection Account and deposit into the Reserve Fund on each Deposit Date
during the Revolving Period Available Seller's Principal Collections for such
Deposit Date, up to the amount of the excess, if any, determined pursuant to
Section 4.1(b)(ii)(B).

SECTION 4.2    Monthly Interest
               ----------------

        (a) The amount of monthly interest ("Class A Monthly Interest") with
respect to the Class A Certificate on any Distribution Date shall be an
amount equal to the product of (i) the Class A Certificate Rate for the
related Interest Period, (ii) the outstanding principal balance of the Class
A Certificate as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal made to the Class A
Certificateholder on such preceding Distribution Date, if any) and (iii) a
fraction, the numerator of which is the actual number of days elapsed in such
Interest Period and the denominator of which is 365.

        (b) The amount of monthly interest ("Class B Monthly Interest") with
respect to the Class B Certificate on any Distribution Date shall be an
amount equal to the product of (i) the Class B Certificate Rate for the
related Interest Period, (ii) the outstanding principal balance of the Class
B Certificate as of the close of business on the preceding Distribution Date
(after giving effect to all repayments of principal made to the Class B
Certificateholder on such preceding Distribution Date) and (iii) a fraction,
the numerator of which is the actual number of days elapsed in such Interest
Period and the denominator of which is 365.

        (c) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the aggregate Class A Monthly Interest for the Interest
Period applicable to such Distribution Date over (y) the amount which will be
available to be distributed to the Class A Certificateholder on


<PAGE>
                                      20

such Distribution Date in respect thereof pursuant to this Series Supplement.
If the Class A Interest Shortfall with respect to any Distribution Date is
greater than zero, an additional amount ("Additional Class A Interest
Amount") equal to the product of (i) the Class A Certificate Rate for the
Interest Period commencing on the related Distribution Date (or, for
subsequent Interest Periods, the Class A Certificate Rate for such subsequent
Interest Periods), (ii) such Interest Shortfall (or the portion thereof which
has not been paid) and (iii) a fraction, the numerator of which is the actual
number of days elapsed in such Interest Period (or in a subsequent Interest
Period) and the denominator of which is 365, shall be payable as provided
herein with respect to the Class A Certificate on each Distribution Date
following such Distribution Date to and including the Distribution Date on
which such Class A Interest Shortfall is paid. Notwithstanding anything to
the contrary herein, the Additional Class A Interest Amount shall be payable
or distributed to the Class A Certificateholder only to the extent permitted
by applicable law.

        (d) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Carry-over
Shortfall"), of (x) the Class A Carry-over Amount, if any, for such
Distribution Date over (y) the amount which will be available to be
distributed in respect thereof to the Class A Certificateholder on such
Distribution Date pursuant to this Series Supplement. If the Class A
Carry-over Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("Additional Class A Carry-over Amount") equal to
the product of (i) the Class A Certificate Rate (calculated pursuant to
clause (a) of the definition thereof) for the Interest Period commencing on
the related Distribution Date (or, for subsequent Interest Periods, the Class
A Certificate Rate (calculated pursuant to clause (a) of the definition
thereof) for such subsequent Interest Periods), (ii) such Class A Carry-over
Shortfall (or the portion thereof which has not been paid) and (iii) a
fraction, the numerator of which is the actual number of days elapsed in such
Interest Period (or in a subsequent Interest Period) and the denominator of
which is 365, shall be payable as provided herein with respect to the Class A
Certificate on each Distribution Date following such Distribution Date to the
Distribution Date on which such Class A Carry-over Shortfall is paid.
Notwithstanding anything to the contrary herein, any Additional Class A
Carry-over Amount shall be payable or distributed to the Class A
Certificateholder only to the extent permitted by applicable law.

        (e) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest
Shortfall"), of (x) the aggregate Class B Monthly Interest for the Interest
Period applicable to such Distribution Date over (y) the amount which will be
available to be distributed to the Class B Certificateholder on such
Distribution Date in respect thereof pursuant to this Series Supplement. If
the Class B Interest Shortfall with respect to any Distribution Date is
greater than zero, an additional amount ("Additional Class B Interest
Amount") equal to the product of (i) the Class B Certificate Rate for the
Interest Period commencing on the related Distribution Date (or, for
subsequent Interest Periods, the Class B Certificate Rate for such subsequent
Interest Periods), (ii) such Class B Interest Shortfall (or the portion thereof
which has not been


<PAGE>
                                      21

paid) and (iii) a fraction, the numerator of which is the actual number of
days elapsed in such Interest Period (or in a subsequent Interest Period) and
the denominator of which is 365, shall be payable as provided herein with
respect to the Class B Certificate on each Distribution Date following such
Distribution Date to and including the Distribution Date on which such Class
B Interest Shortfall is paid. Notwithstanding anything to the contrary
herein, the Additional Class B Interest Amount shall be payable or
distributed to the Class B Certificateholder only to the extent permitted by
applicable law.

        (f) On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Carry-over
Shortfall"), of (x) the Class B Carry-over Amount, if any, for such
Distribution Date over (y) the amount which will be available to be
distributed in respect thereof to the Class B Certificateholder on such
Distribution Date pursuant to this Series Supplement. If the Class B
Carry-over Shortfall on any Distribution Date is greater than zero, an
additional amount (the "Additional Class B Carry-over Amount") equal to the
product of (i) the Class B Certificate Rate (calculated pursuant to clause
(a) of the definition thereof) for the Interest Period commencing on the
related Distribution Date (or, for subsequent Interest Periods, the Class B
Certificate Rate (calculated pursuant to clause (a) of the definition
thereof) for such subsequent Interest Periods), (ii) such Class B Carry-over
Shortfall (or the portion thereof which has not been paid), and (iii) a
fraction, the numerator of which is the actual number of days elapsed in such
Interest Period (or in a subsequent Interest Period) and the denominator of
which is 365, shall be payable as provided herein with respect to the Class B
Certificate on each Distribution Date following such Distribution Date to the
Distribution Date on which such Class B Carry-over Shortfall is paid.
Notwithstanding anything to the contrary herein, any Additional Class B
Carry-over Amount shall be payable or distributed to the Class B
Certificateholder only to the extent permitted by applicable law.

SECTION 4.3    Determination of Monthly Principal
               ----------------------------------

        The amount of monthly principal ("Monthly Principal") distributable
with respect to the Series 1995-1 Investor Master Custodial Certificates on
each Distribution Date with respect to the Revolving Period, on each
Distribution Date with respect to any Series 1995- 1 Early Amortization
Period and on each Controlled Amortization Period Principal Distribution Date
with respect to the Controlled Amortization Period shall be equal to the
Available Investor Principal Collections with respect to such Distribution
Date; provided, however, that for each Distribution Date during the Revolving
Period, Monthly Principal shall not exceed the Required Initial Invested
Amount Reduction Amount, and provided, further, that for each Controlled
Amortization Period Principal Distribution Date, Monthly Principal shall not
exceed the Controlled Distribution Amount for such Distribution Date; and
provided further that Monthly Principal shall not exceed the outstanding
principal balance of the Series 1995-1 Investor Master Custodial
Certificates.


<PAGE>
                                     22

SECTION 4.4    Establishment of Spread Shortfall Account,
               Reserve Fund, Yield Supplement
               Account and Principal Funding Account
               -------------------------------------

        (a) (i) The Custodian, as agent for and on behalf of the Series
1995-1 Master Custodial Certificateholders, shall cause to be established and
maintained at the Custodian an Eligible Deposit Account (the "Spread
Shortfall Account"), which shall be identified as the "Spread Shortfall
Account for the Master Custodial and Servicing Agreement, Series 1995-1" and
shall bear a designation clearly indicating that the funds deposited therein
belong to the Series 1995-1 Master Custodial Certificateholders and to CFC as
their interests may appear herein.

           (ii) At the direction of the Servicer, funds on deposit in the
Spread Shortfall Account shall be invested by the Custodian in Eligible
Investments selected by the Servicer that will mature so that such funds will
be available on/or before the close of business on the Business Day preceding
the next following Distribution Date. All such Eligible Investments shall be
held by the Custodian as agent for and on behalf of the Series 1995-1 Master
Certificateholders and CFC as their interests appear herein. On each
Distribution Date all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Spread Shortfall Account
shall be applied as set forth in Section 4.6(a) and 4.10 of this Series
Supplement.

        (b) (i) The Custodian, as agent for and on behalf of the Series
1995-1 Master Custodial Certificateholders, shall cause to be established and
maintained at the Custodian an Eligible Deposit Account (the "Reserve Fund")
which shall be identified as the "Reserve Fund for the Master Custodial and
Servicing Agreement, Series 1995-1" and shall bear a designation clearly
indicating that the funds deposited therein belong to the Series 1995-1
Master Custodial Certificateholders and to the Seller as their interests
appear herein. On the Closing Date, the Seller shall cause to be deposited in
the Reserve Fund the Initial Reserve Fund Deposit Amount. On each Invested
Amount Increase Date, the Seller shall cause to be deposited in the Reserve
Fund an amount sufficient to make the amount on deposit in the Reserve Fund
equal to the Reserve Fund Required Amount.

           (ii) At the direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Custodian in Eligible Investments
selected by the Servicer that will mature so that such funds will be
available at the close of business on or before the Business Day next
preceding the following Distribution Date. All Eligible Investments shall be
held by the Custodian as agent for and on behalf of the Series 1995-1 Master
Custodial Certificateholders and the Seller as their interests appear herein.
On each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Reserve Fund
received prior to such Distribution Date shall be applied as set forth in
Section 4.6(a) of this Series Supplement. Funds deposited in


<PAGE>
                                      23

in the Reserve Fund on a Business Day (which immediately precedes a
Distribution Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.

        (c) (i) The Custodian, as agent for and on behalf of the Series
1995-1 Master Custodial Certificateholders, shall establish and maintain at
the Custodian an Eligible Deposit Account (the "Yield Supplement Account"),
which shall be identified as the "Yield Supplement Account for the Master
Custodial and Servicing Agreement, Series 1995-1" and shall bear a
designation clearly indicating that the funds deposited therein belong to the
Series 1995-1 Master Custodial Certificateholders and to the Seller as their
interests appear herein. On the Closing Date, the Seller shall cause to be
deposited into the Yield Supplement Account the Initial Yield Supplement
Account Deposit Amount. On each Invested Amount Increase Date, the Seller
shall cause to be deposited in the Yield Supplement Account an amount
sufficient to make the amount on deposit in the Yield Supplement Account
equal to the Yield Supplement Account Required Amount.

           (ii) At the direction of the Servicer, funds on deposit in the
Yield Supplement Account shall be invested by the Custodian in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Custodian as agent for and on behalf of the Series 1995-1 Master
Custodial Certificateholders and the Seller as their interests appear herein.
On each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Yield Supplement
Account shall be applied as set forth in Section 4.6(a) of this Series
Supplement. Funds deposited in the Yield Supplement Account on any
Distribution Date shall be invested at the direction of the Servicer in
Eligible Investments that will mature so that such funds will be available on
or before the close of business on the Business Day preceding the next
following Distribution Date. Funds deposited in the Yield Supplement Account
on a Business Day (which immediately precedes a Distribution Date) upon the
maturity of any Eligible Investments are not required to be invested
overnight.

        (d) (i) The Custodian, as agent for and on behalf of the Series
1995-1 Master Custodial Certificateholders, shall establish and maintain at
the Custodian an Eligible Deposit Account (the "Principal Funding Account")
which shall be identified as the "Principal Funding Account for the Master
Custodial and Servicing Agreement, Series 1995-1" and shall bear a
designation clearly indicating that the funds deposited therein belong to the
Series 1995-1 Master Custodial Certificateholders.

           (ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Custodian in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Custodian as agent for and on behalf of the Series 1995-1 Master
Custodial Certificateholders. On each Distribution Date all interest and
other investment earnings (net of losses and investment expenses) on funds on
deposit therein shall be applied as set forth in Section 4.6(a) of this
Series Supplement. Funds on deposit in the Principal Funding Account shall be
invested at the direction of the


<PAGE>
                                      23

Servicer in Eligible Investments that will mature so that such funds will be
available on or before the close of business on the Business Day next
preceding the following Distribution Date. Funds deposited in the Principal
Funding Account on a Business Day (which immediately precedes the applicable
Distribution Date) upon the maturity of any Eligible Investments are not
required to be invested overnight.

        (e) (i) The Series 1995-1 Master Custodial Certificateholders shall
possess all right, title and interest in and to all funds on deposit from
time to time in, and all Eligible Investments credited to, the Spread
Shortfall Account, the Reserve Fund, the Yield Supplement Account and the
Principal Funding Account (collectively, the "Series 1995-1 Accounts") and in
all proceeds thereof, except to the extent of the interest of the Seller
therein to the extent expressly set forth in this Series Supplement. The
Series 1995- 1 Master Custodial Certificateholders agree, by acceptance of
their Master Custodial Certificates and without further action, that all such
funds and Eligible Investments shall be maintained, invested and disbursed in
accordance with this Series Supplement and the Series 1995-1 Master Custodial
Certificateholders hereby authorize and empower the Custodian and the
Servicer to maintain, invest and disburse such funds and Eligible Investments
in accordance with this Series Supplement. If, at any time, any of the Series
1995-1 Accounts ceases to be an Eligible Deposit Account, the Custodian (or
the Servicer on its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Series 1995-1 Account meeting the conditions
specified in paragraph (a)(i), (b)(i) or (c)(i) or (d)(i) above, as
applicable, as an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Series 1995-1 Account. None of the Seller, the
Servicer, the Custodian nor any person or entity claiming by, through or
under the Seller, the Servicer, the Custodian or any such person or entity
shall have any right, title or interest in, or any right to withdraw any
amount from, any Series 1995-1 Account, except as expressly provided herein.
The account number of each Series 1995-1 Account, the account designation of
each such account and the name of the institution with which such account has
been established shall be as set forth in Exhibit E attached hereto. If a
substitute Series 1995-1 Account is established pursuant to this Section or
if any information set forth in Exhibit E should change, the Servicer prior
to making any deposits therein shall provide to the Custodian an amended
Exhibit E, setting forth the relevant information for such substitute Series
1995-1 Account.

           (ii) Pursuant to the authority granted to the Servicer in
Section 3.01(a) of the Agreement, the Servicer shall have the power,
revocable by the Custodian, to make withdrawals and payments or to instruct
the Custodian to make withdrawals and payments from the Series 1995-1
Accounts for the purposes of carrying out the Servicer's or Custodian's
duties hereunder.

        (f) Unless otherwise agreed to by the Rating Agencies, at no time may
Eligible Investments in a principal amount equal to more than 10% of the
outstanding principal


<PAGE>
                                      25

balance of the Series 1995-1 Investor Master Custodial Certificates be
invested in Eligible Investments (other than obligations of the Canadian
government) of any single entity or its Affiliates.

SECTION 4.5    Deficiency Amount
               -----------------

        With respect to each Distribution Date, on the related Determination
Date, the Servicer shall determine the amount (the "Deficiency Amount"), if
any, by which (a) the sum of (i) Monthly Interest for such Distribution Date,
(ii) Monthly Interest previously due but not distributed to the Series 1995-1
Master Custodial Certificateholders on a prior Distribution Date, (iii)
Additional Interest Amount, if any, for such Distribution Date and any
Additional Interest Amount previously due but not distributed to the Series
1995-1 Master Custodial Certificateholders on a prior Distribution Date, (iv)
the Series 1995-1 Monthly Servicing Fee, if any, for such Distribution Date,
(v) the Investor Default Amount, if any, for such Distribution Date, (vi) the
Series 1995-1 Allocation Percentage of the amount of any Adjustment Payment
required to be deposited in the Collection Account pursuant to Section
3.09(a) of the Agreement with respect to the related Collection Period that
has not been so deposited as of such Determination Date, and (vii) if such
Distribution Date constitutes the earlier of the Final Payment Date and the
Termination Date, the sum of (A) the amount of any Carry-over Amount for such
Distribution Date, (B) the amount of any Carry-over Amount previously due but
not previously distributed to relevant Series 1995-1 Certificateholders on a
prior Distribution Date, (C) the amount of any Additional Carry-over Amount
for such Distribution Date and (D) the amount of any Additional Carry-over
Amount previously due but not previously paid to relevant Series 1995-1
Certificateholders on a prior Distribution Date, in each case that will not
be satisfied on such date by application, pursuant to Section 4.8(c), of
amounts on deposit in the Yield Supplement Account, exceeds (b) the sum of
(i) Investor Non-Principal Collections for such Distribution Date, Available
Seller's Non-Principal Collections for such Distribution Date and any
Investment Proceeds with respect to such Distribution Date and (ii) the
amount of funds in the Spread Shortfall Account which are available pursuant
to Section 4.8(a) to cover the Spread Shortfall Amount and (iii) the amount
of funds in the Reserve Fund which are available pursuant to Section 4.8(b)
to cover any portion of the Deficiency Amount. The lesser of the Deficiency
Amount and the Available Subordinated Amount shall be the "Required
Subordination Draw Amount".

SECTION 4.6    Application of Investor Non-Principal Collections, Available
               Seller's Non-Principal Collections, Investment Proceeds,
               Available Investor Principal Collections and Subordination of
               Class B Certificate
               -------------------------------------------------------------

        The Servicer shall cause the Custodian to apply, on each Distribution
Date, Investor Non-Principal Collections, Available Seller's Non-Principal
Collections, Investment Proceeds and Available Investor Principal Collections
to make the following distributions:


<PAGE>
                                      26

        (a) On each Distribution Date, an amount equal to the sum of Investor
Non-Principal Collections, Available Seller's Non-Principal Collections and
any Investment Proceeds with respect to such Distribution Date will be
distributed in the following priority:

               (i) first, an amount equal to Class A Monthly Interest for
such Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholder on a
prior Distribution Date, plus the amount of any Class A Additional Interest
Amount for such Distribution Date and any Class A Additional Interest Amount
previously due but not distributed to the Class A Certificateholder on a
prior Distribution Date, shall be distributed to the Class A
Certificateholder in accordance with Section 4.7(a);

              (ii) second, an amount equal to the Series 1995-1 Monthly
Servicing Fee, if any, for such Distribution Date shall be distributed to the
Successor Servicer (unless such amount has been netted against deposits to
the Collection Account or waived);

             (iii) third, an amount equal to the Investor Default Amount
for such Distribution Date shall be distributed in the same manner and
treated as a portion of Investor Principal Collections for such Distribution
Date;

              (iv) fourth, an amount equal to the Reserve Fund Deposit
Amount, if any, for such Distribution Date shall be deposited in the Reserve
Fund;

               (v) fifth, an amount equal to the Class A Carry-over Amount,
if any, for such Distribution Date, plus the amount of any Class A Carry-over
Amounts previously due but not distributed to the Class A Certificateholder
on a prior Distribution Date, plus the amount of any Additional Class A
Carry-over Amount for such Distribution Date and any Additional Class A
Carry-over Amounts previously due but not distributed to the Class A
Certificateholder on a prior Distribution Date shall be distributed to the
Class A Certificateholder in accordance with Section 4.7(a);

              (vi) sixth, an amount equal to the Yield Supplement Account
Deposit Amount, if any, for such Distribution Date shall be deposited in the
Yield Supplement Account. Thereafter, but only if on or before such
Distribution Date the rating of the long-term unsecured debt of CFC is
lowered below BBB- by Standard & Poor's (or withdrawn by Standard & Poor's),
an amount equal to the Spread Shortfall Required Amount shall be deposited in
the Spread Shortfall Account.

             (vii) seventh, an amount equal to Class B Monthly Interest for
such Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to the Class B Certificateholder on a
prior Distribution Date, plus the amount of any Class B Additional Interest
Amount for such Distribution Date and any Class B 


<PAGE>
                                      27

Additional Interest Amount previously due but not distributed to the Class B
Certificateholder on a prior Distribution Date, shall be distributed to the
Class B Certificateholder in accordance with Section 4.7(a);

            (viii) eighth, an amount equal to the Class B Carry-over
Amount, if any, for such Distribution Date, plus the amount of any Class B
Carry-over Amount previously due but not distributed to the Class B
Certificateholder on a prior Distribution Date, plus the amount of any
Additional Class B Carry-over Amount for such Distribution Date and any
Additional Class B Carry-over Amount, previously due but not distributed to
the Class B Certificateholder on a prior Distribution Date shall be
distributed to the Class B Certificateholder in accordance with Section
4.7(a);

              (ix) ninth, the balance, if any, shall constitute Excess
Income and shall be allocated and distributed as set forth in Section 4.10.

        (b) On each Distribution Date with respect to the Revolving Period,
an amount equal to the Available Investor Principal Collections will be
distributed in the following priority: (i) first, an amount equal to the
Required Initial Invested Amount Reduction Amount, together with all Required
Initial Invested Amount Reduction Amounts not previously distributed to the
Class A Certificateholder on a prior Distribution Date shall be distributed
to the Class A Certificateholder, and (ii) second, an amount equal to the
balance, if any, of such amount of Available Investor Principal Collections
not so distributed in (i) above shall be treated as Excess Principal
Collections and applied in accordance with Section 4.04 of the Agreement.

        (c) On each Distribution Date with respect to a Series 1995-1 Early
Amortization Period or on each Controlled Amortization Period Principal
Distribution Date with respect to the Controlled Amortization Period, an
amount equal to Available Investor Principal Collections will be distributed
in the following priority:

               (i) first, an amount equal to Monthly Principal for such
Distribution Date (or, in the case of an Controlled Amortization Period, such
Controlled Amortization Period Principal Distribution Date) shall be
deposited by the Servicer or the Custodian into the Principal Funding
Account; and

              (ii) second, for each Controlled Amortization Period Principal
Distribution Date with respect to the Controlled Amortization Period unless a
Series 1995- 1 Early Amortization Event has occurred, after giving effect to
the transactions referred to in clause (i) above, an amount equal to the
balance, if any, of such Available Investor Principal Collections shall be
treated as Excess Principal Collections and applied in accordance with
Section 4.04 of the Agreement and Section 4.11 hereof.


<PAGE>
                                      28

        (d) Except as specifically provided in this Series Supplement, the
Class B Certificate is hereby made subordinate and junior in right of payment
to the Class A Certificate. Except as so provided, upon any payment from the
Collection Account or the Principal Funding Account, no amount shall be paid
by the Servicer or the Custodian, nor shall the Class B Certificateholder
take or receive any payment from the Servicer, the Seller or the Custodian in
respect of the principal or interest on such Class B Certificate unless and
until the principal of such Class A Certificate which shall be then due and
payable and all Class A Monthly Interest, Additional Class A Interest Amount,
Class A Carry-over Amount or Additional Class A Carry-over Amount thereon
which shall be then due and payable shall have been paid in full (or such
payment shall have been duly provided for).

        (e) If, notwithstanding the provisions of Section 4.6(d), any payment
or distribution shall be received by the Class B Certificateholder before all
principal and interest owing on the Class A Certificate shall have been paid
in full in accordance with the terms thereof, such payment or distribution
shall be held by the Class B Certificateholder in trust for the benefit of,
and shall be paid over or delivered to, the Class A Certificateholder,
rateably according to the aggregate amount remaining unpaid on the Class A
Certificate held by each, to the extent necessary to pay or satisfy all
principal and interest owing thereon in full, in accordance with the terms
thereof.

SECTION 4.7    Distributions to Series 1995-1 Master Custodial
               Certificateholders.
               -----------------------------------------------

        (a) The Servicer shall cause the Custodian to make the following
distributions at the following times from the Collection Account, the Spread
Shortfall Account, the Reserve Fund, the Yield Supplement Account and the
Principal Funding Account:

               (i) on each Distribution Date, all amounts on deposit in the
Collection Account, the Spread Shortfall Account, the Reserve Fund or the
Yield Supplement Account as are payable to the Series 1995-1 Master Custodial
Certificateholders with respect to Monthly Interest, Additional Interest
Amount, any Carry-over Amount or Additional Carry-over Amount will be
distributed to the relevant Series 1995-1 Master Custodial
Certificateholders;

              (ii) on each Special Payment Date, all amounts on deposit in
the Principal Funding Account, up to a maximum amount on any such day equal
to the excess of the outstanding principal balance of the Series 1995-1
Investor Master Custodial Certificates over the amount of unreimbursed
Investor Charge-Offs, will be distributed to the Series 1995-1 Master
Custodial Certificateholders, provided, however, that no amount shall be paid
under this Section 4.7(a)(ii) by the Servicer or the Custodian to the Class B
Certificateholder, nor shall the Class B Certificateholder take or receive
from the Custodian or the Servicer any amount under this Section 4.7(a)(ii)
until the outstanding principal balance of the Class A Certificate has been
reduced to zero; and


<PAGE>
                                      29

             (iii) on each Controlled Amortization Period Principal
Distribution Date, the Controlled Distribution Amount, and on each Invested
Amount Reduction Date, the Required Initial Invested Amount Reduction Amount,
will be distributed to the Series 1995-1 Master Custodial Certificateholders
from amounts on deposit in the Principal Funding Account to the extent
available therein, provided, however, that no amount shall be paid under this
Section 4.7(a)(iii) by the Servicer or the Custodian to the Class B
Certificateholder, nor shall the Class B Certificateholder take or receive
from the Custodian or the Servicer any amount under this Section 4.7(a)(iii)
until, in the case of a Controlled Amortization Period Principal Distribution
Date, the Class A Certificateholder shall have received that portion of the
Controlled Distribution Amount attributable to it and, in the case of an
Invested Amount Reduction Date, the Class A Certificateholder shall have
received that portion of the Required Initial Invested Amount Reduction
Amount attributable to it.

        (b) The distributions to be made pursuant to Section 4.7(a) are
subject to the provisions of Sections 2.03, 10.01 and 12.02 of the Agreement
and Section 8.1 of this Series Supplement.

        (c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, to the extent there are any amounts owing to the
Series 1995-1 Master Custodial Certificateholders hereunder subsequent to the
reduction of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates to zero, such amounts shall be distributed to
the Series 1995-1 Master Custodial Certificateholders from Available Seller's
Collections.

SECTION 4.8    Application of Spread Shortfall Guarantee Amount, Reserve
               Fund,  Available Subordinated Amount, Yield Supplement
               Account and Subordination of Class B Certificate
               ------------------------------------------------------

        (a) If the portion of Investor Non-Principal Collections, Available
Seller's Non-Principal Collections and Investment Proceeds allocated to
Series 1995-1 Master Custodial Certificateholders on any Distribution Date is
not sufficient to make the entire distributions contemplated by Section
4.6(a), plus sufficient Excess Income to make the entire distributions, if
any, contemplated by Section 4.10, the Servicer shall, on the related
Determination Date, cause the Custodian to notify CFC of such fact and the
amount of such shortfall (the "Spread Shortfall Amount") and CFC shall on the
Distribution Date deposit to the Spread Shortfall Account the lesser of the
Spread Shortfall Amount and the Spread Shortfall Guarantee Amount. On such
Distribution Date, the Servicer shall cause the Custodian to withdraw funds
from the Spread Shortfall Account in the amount of the Spread Shortfall
Amount and apply such funds to complete the distributions pursuant to Section
4.6(a) in the order of priority set out therein and thereafter pursuant to
Section 4.10 in the order of priority set out therein. On the Termination
Date, any funds in the Spread Shortfall Account will be treated as Available
Investor Principal Collections.


<PAGE>
                                      30

        (b) If the portion of Investor Non-Principal Collections, Available
Seller's Non-Principal Collections and Investment Proceeds allocated to
Series 1995-1 Master Custodial Certificateholders on any Distribution Date
pursuant to Section 4.6(a) is not sufficient to make the entire distributions
required on such Distribution Date by Sections 4.6(a)(i), (ii) and (iii), the
Servicer shall cause the Custodian to withdraw funds from the Reserve Fund,
to the extent available therein, and apply such funds to complete the
distributions pursuant to Sections 4.6(a)(i), (ii) and (iii) in that order of
priority; provided, however, that during a Series 1995-1 Early Amortization
Period (other than a Series 1995-1 Early Amortization Period which has ended
as described in clause (c) of the definition of Early Amortization Period)
funds shall not be withdrawn from the Reserve Fund to make distributions
otherwise required by Section 4.6(a)(iii) to the extent that, after giving
effect to such withdrawal, the amount on deposit in the Reserve Fund shall be
less than the product of (x) 0.25% and (y) the outstanding balance of the
Series 1995-1 Investor Master Custodial Certificates.

        (c) If there is a Required Subordination Draw Amount for such
Distribution Date, and such Distribution Date is not the earlier of the Final
Payment Date and the Termination Date, the Servicer shall apply or cause the
Custodian to apply the Available Seller's Principal Collections on deposit in
the Collection Account on such Distribution Date, but only up to the amount
of the Required Subordination Draw Amount, to make the distributions required
by Sections 4.6(a)(i), (ii) and (iii) that have not been made through the
application of funds from the Reserve Fund in accordance with the preceding
paragraph. If there is a Required Subordination Draw Amount for such
Distribution Date, and such Distribution Date is the Final Payment Date, the
Servicer shall apply or cause the Custodian to apply the Available Seller's
Collections on deposit in the Collection Account on such Distribution Date,
but only up to the amount of the Required Subordination Draw Amount, to make
the distributions required by Sections 4.6(a)(i), (ii), (iii) and (v) that
have not been made through the application of funds from the Reserve Fund in
accordance with Section 4.8(e). Any such Available Seller's Principal
Collections remaining after the application thereof pursuant to the first or
second preceding sentence, as applicable, and any Available Seller's
Non-Principal Collections remaining after the application thereof pursuant to
Section 4.8(b) shall be treated as a portion of Investor Principal
Collections for such Distribution Date, but only up to the amount of unpaid
Adjustment Payments allocated to Series 1995-1 as described in Section
4.5(a)(vi). The amount of the Available Seller's Principal Collections
applied in accordance with the first two sentences of this section shall
reduce the Available Subordinated Amount as described in clause (I) of the
definition thereof. If the Required Subordination Draw Amount exceeds
Available Seller's Collections for such Distribution Date, the Available
Subordinated Amount shall be further reduced by the amount of such excess,
but not by more than the sum of (x) the Investor Default Amount and (y) an
amount of unpaid Adjustment Payments allocated to Series 1995-1 as described
in Section 4.5(a)(vi).


<PAGE>
                                      31

        (d) If, on any Distribution Date there is a Carry-over Amount
remaining after the application of Section 4.6(a), the Servicer shall cause
the Custodian to apply the amounts on deposit, to the extent available, in
the Yield Supplement Account up to the amount of such remaining Carry-over
Amount to satisfy such Carry-over Amount. If, after the application of
amounts on deposit in the Yield Supplement Account, there remains a Class A
Carry-over Amount which is not satisfied, the Servicer shall cause the
Custodian to apply amounts otherwise payable to the Class B Certificateholder
pursuant to Section 4.6(a) to satisfy such Class A Carry-over Amount.

        (e) If, after giving effect to the allocations of, distributions
from, and deposits in, the Reserve Fund made pursuant to Sections 4.1(c),
4.4, 4.6(a) and 4.8(b), the amount in the Reserve Fund is greater than the
Reserve Fund Required Amount (or, for any Distribution Date with respect to a
Series 1995-1 Early Amortization Period, the Excess Reserve Fund Required
Amount) for such Distribution Date, the Servicer shall cause the Custodian to
distribute such excess amount to the Seller, subject to the proviso contained
in Section 4.8(i). On the Termination Date, any funds in the Reserve Fund
will be treated as Available Investor Principal Collections. Upon payment in
full of the outstanding principal balance of the Series 1995-1 Investor
Master Custodial Certificates, any funds remaining on deposit in the Reserve
Fund shall be paid to the Seller.

        (f) If, for any Distribution Date with respect to a Series 1995-1
Early Amortization Period, after giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund made pursuant to
Sections 4.1(c), 4.4, 4.6(a) and 4.8(b), the amount in the Reserve Fund is
less than the Excess Reserve Fund Required Amount for such Distribution Date,
the Custodian shall deposit any remaining Available Seller's Collections on
deposit in the Collection Account for such Distribution Date into the Reserve
Fund until the amount in the Reserve Fund is equal to such Excess Reserve
Fund Required Amount.

        (g) If, after giving effect to the allocations of, distributions
from, and deposits in, the Yield Supplement Account made pursuant to Sections
4.6(a) and 4.8(d) the amount in the Yield Supplement Account is greater than
the Yield Supplement Account Required Amount for such Distribution Date,
other than during a Series 1995-1 Early Amortization Period (other than a
Series 1995-1 Early Amortization Period which has ended as described in
clause (c) of the definition of Early Amortization Period), the Servicer
shall cause the Custodian to distribute such excess amount to the Seller,
subject to the proviso contained in Section 4.8(i). On the Termination Date,
any funds in the Yield Supplement Account will be treated as Available
Investor Principal Collections. Upon payment in full of the outstanding
principal balance of the Series 1995-1 Investor Master Custodial
Certificates, any funds remaining on deposit in the Yield Supplement Account
shall be paid to the Seller.


<PAGE>
                                     32

        (h) If, on the Final Payment Date, after giving effect to (g) above,
there is a Carry-over Amount or Additional Carry-over Amount after giving
effect to withdrawals from the Yield Supplement Account on such date, the
Servicer shall cause the Custodian to withdraw funds in the amount of such
Carry-over Amount or Additional Carry-over Amount from the Spread Shortfall
Account and the Reserve Fund (to the extent available therein), and
distribute such funds to the Series 1995-1 Master Custodial
Certificateholders, first to pay any Class A Carry-over Amount or Additional
Class A Carry-over Amount and second to pay any Class B Carry-over Amount or
Additional Class B Carry-over Amount. Any funds remaining on deposit in the
Reserve Fund after the earlier of (i) payment in full of the outstanding
principal balance of the Series 1995-1 Investor Master Custodial Certificates
and (ii) the Termination Date shall be paid to the Seller. Any funds
remaining on deposit in the Spread Shortfall Account after the earlier of (i)
payment in full of the outstanding principal balance of the Series 1995-1
Master Custodial Certificates and (ii) the Termination Date shall,
notwithstanding Section 12.03 of the Agreement, be paid to CFC and the Seller
to the extent of their respective interests therein as determined by CFC and
the Seller.

        (i) The balance of Available Seller's Collections on any Distribution
Date, after giving effect to any distributions thereof pursuant to Section
4.6 and this Section 4.8(a), (b), (d), (e), (f), (g) and (h) shall be
distributed to the Seller on such Distribution Date; provided that, in the
case of any remaining Available Seller's Collections (or funds on deposit in
the Reserve Fund or the Yield Supplement Account), if the Custodial Available
Subordinated Amount for the immediately preceding Determination Date exceeds
the Seller's Invested Amount on such date (determined after giving effect to
any Principal Receivables transferred to the Custodian on such Distribution
Date), such remaining Available Seller's Collections (or funds) shall be paid
to the Seller only at the time the Seller's Invested Amount exceeds the
Custodial Available Subordinated Amount for the immediately preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the following Distribution Date).

SECTION 4.9    Investor Charge-Offs
               --------------------

        If, on any Distribution Date on which the Available Subordinated
Amount on the preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on such
Distribution Date) is zero and the Deficiency Amount for such Distribution
Date is greater than zero, the Invested Amount shall be reduced by the amount
("Investor Charge-Offs") of the excess of such Deficiency Amount over any
remaining Available Subordinated Amount on such Determination Date, but not
by more than the Investor Default Amount. Investor Charge-Offs shall
thereafter be reimbursed and the Invested Amount increased (but not by an
amount in excess of the aggregate unreimbursed Investor Charge-Offs on any
Distribution Date) by the sum of (a) Allocable Miscellaneous Payments with
respect to such Distribution Date and (b) the


<PAGE>
                                      33

amount of Excess Income allocated and available for that purpose pursuant to
Section 4.10(a).

SECTION 4.10   Excess Income
               -------------

        The Servicer shall cause the Custodian to apply, on each Distribution
Date, Excess Income with respect to the Collection Period immediately
preceding such Distribution Date, to make the following distributions in the
following priority:

        (a) an amount equal to the aggregate amount of Investor Charge-Offs
which have not been previously reimbursed as provided in Section 4.9 (after
giving effect to the allocation on such Distribution Date of any amount for
that purpose pursuant to Section 4.9) shall be treated as a portion of
Investor Principal Collections with respect to such Distribution Date;

        (b) an amount equal to the aggregate outstanding amounts of the
Series 1995-1 Monthly Servicing Fee, if any, which have been previously
waived pursuant to Section 3.1 shall be distributed to the Servicer; and

        (c) the balance, if any, shall be distributed to the Seller.

SECTION 4.11   Excess Principal Collections
               ----------------------------

        (a) That portion of Excess Principal Collections for any Distribution
Date equal to the amount of Series 1995-1 Excess Principal Collections for
such Distribution Date will be allocated to Series 1995-1 and will be
distributed as set forth in this Series Supplement.

        (b) Series 1995-1 Excess Principal Collections, with respect to any
Distribution Date, shall mean an amount equal to the Series 1995-1 Principal
Shortfall for such Distribution Date; provided, however, that, if the
aggregate amount of Excess Principal Collections for all Series for such
Distribution Date is less than the aggregate amount of Principal Shortfalls
for all Series for such Distribution Date, then Series 1995-1 Excess
Principal Collections for such Distribution Date shall equal the product of
(x) Excess Principal Collections for all Series for such Distribution Date
and (y) a fraction, the numerator of which is the Series 1995-1 Principal
Shortfall for such Distribution Date and the denominator of which is the
aggregate amount of Principal Shortfalls for all Series for such Distribution
Date. The Series 1995-1 Principal Shortfall, with respect to any Distribution
Date, shall equal the excess of (i) (x) for any Controlled Amortization
Period Principal Distribution Date, the Controlled Distribution Amount or (y)
for any Distribution Date with respect to a Series 1995-1 Early Amortization
Period, the Invested Amount, or (z) for any Invested Amount Reduction Date,
the Required Initial Invested Amount Reduction Amount over (ii) Available
Investor Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Excess Principal Collections).


<PAGE>
                                      34

SECTION 4.12   Increases or Decreases in Invested Amount
               -----------------------------------------

        (a) If at the close of business on the last day of any Collection
Period during the Revolving Period or Controlled Amortization Period the Pool
Balance as of such day is less than the Required Participation Amount as of
the following Distribution Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date
but prior to giving effect to any change therein as a result of the
provisions of this Section 4.12 and the corresponding provisions of any other
Supplement), then on the first Determination Date following the end of such
Collection Period, the Servicer shall, subject to the provisions set forth
below in Section 4.12(b), instruct the Custodian (and notify the Purchasers
thereof) to withdraw from the Collection Account and deposit in the Principal
Funding Account from the amounts to be paid to the Seller pursuant to Section
4.04(b) of the Agreement (or from Unallocated Principal Collections), on the
immediately succeeding Distribution Date (an "Invested Amount Reduction
Date"), an amount equal to the Required Initial Invested Amount Reduction
Amount. In connection with the foregoing, the Seller shall endeavour (taking
into account any seasonality experienced in the Accounts) to minimize the
frequency and amounts of Required Initial Invested Amount Reduction Amounts.

        (b) If at the close of business on the last day of any Collection
Period during the Revolving Period, the Pool Balance as of such day is
greater than the Required Participation Amount as of the following
Distribution Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date but prior to
giving effect to any change therein as a result of the provisions of this
Section 4.12 and the corresponding provisions of any other Supplement), then
on the first Determination Date following the end of such Collection Period,
the Servicer shall notify the Purchasers, the Custodian and the Seller of the
Required Initial Invested Amount Increase Amount, and on the immediately
succeeding Distribution Date (an "Invested Amount Increase Date") the Class A
Certificateholder shall deposit to the Principal Funding Account and the
Servicer shall instruct the Custodian to withdraw from the Principal Funding
Account an amount equal to the Required Initial Invested Amount Increase
Amount. Such Principal Funding Account withdrawal shall be in payment or
partial payment for additional Principal Receivables transferred to the
Custodian or allocated to Series 1995-1 and shall be treated as Excess
Principal Collections.

        (c) Any Required Initial Invested Amount Reduction Amount and any
Required Initial Invested Amount Increase Amount (other than a Required
Initial Invested Amount Increase arising pursuant to a request to increase
the Maximum Initial Invested Amount under Exhibit D) shall be borne by the
Class A Certificateholder.


<PAGE>
                                      35

                                  ARTICLE 5

                          Distributions and Reports
             to Series 1995-1 Master Custodial Certificateholders
             ----------------------------------------------------

SECTION 5.1  Distributions
             -------------

      (a) On each Distribution Date, the Servicer shall cause the Custodian
to distribute to each Series 1995-1 Master Custodial Certificateholder of
record on the preceding Record Date (other than as provided in Section 12.02
of the Agreement respecting a final distribution) such Series 1995-1 Master
Custodial Certificateholder's pro rata share (based on the undivided
ownership interest in the Purchased Property as evidenced by the Series
1995-1 Investor Master Custodial Certificates held by such Series 1995-1
Master Custodial Certificateholder) of the amounts on deposit in the Series
1995-1 Accounts as is payable to the Series 1995-1 Master Custodial
Certificateholders on such Distribution Date pursuant to Section 4.7.

      (b) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series 1995-1 Master Custodial
Certificateholders hereunder shall at the option of the Servicer be made by
wire transfer or by cheque mailed or delivered to each Series 1995-1 Master
Custodial Certificateholder at such Series 1995-1 Master Custodial
Certificateholder's address appearing in the Master Custodial Certificate
Register without presentation or surrender of any Series 1995-1 Master
Custodial Certificate or the making of any notation thereon; provided,
however, that with respect to Series 1995-1 Investor Master Custodial
Certificates registered in the name of the Purchasers subject to the receipt
of the Distribution Date Statement pursuant to Section 5.2 (a) hereof, the
Custodian shall give wire transfer instructions with respect to such
distributions by 10:00 a.m. Toronto time, for wire transfer of such
distributions to the account number for each Purchaser set forth in Exhibit
E, or such other account in Canada as a Purchaser shall specify to the
Servicer and Custodian in writing from time to time in immediately available
funds. Subject to receipt of the Distribution Date Statement pursuant to
Section 5.2(a) hereof, not later than 12:00 p.m., Toronto time, on the
Business Day preceding the applicable Distribution Date with respect to such
distributions, the Custodian shall provide confirmation to each of the
Purchasers of its intention to effect such wire transfer on such Distribution
Date.

SECTION 5.2  Reports and Statements to Series 1995-1 Master Custodial
             --------------------------------------------------------
             Certificateholders
             ------------------

      (a) At least two Business Days prior to each Distribution Date, the
Servicer will provide to the Custodian, to the Purchasers, and on each
Distribution Date, the Custodian shall forward to each Series 1995-1 Master
Custodial Certificateholder, a statement substantially in the form of Exhibit
C prepared by the Servicer setting forth certain


<PAGE>
                                      36

information relating to the Purchased Property and the Series 1995-1 Investor
Master Custodial Certificates.

      (b) As soon as practicable after the first day of each calendar year,
beginning with calendar year 1996, the Custodian shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year
was a Series 1995-1 Master Custodial Certificateholder, a statement prepared
by the Servicer containing the information which is required to be contained
in the statement to Series 1995-1 Master Custodial Certificateholders as set
forth in paragraph (a) above, aggregated for such preceding calendar year or
the applicable portion thereof during which such Person was a Series 1995-1
Master Custodial Certificateholder, together with other information as is
necessary to enable the Series 1995-1 Master Custodial Certificateholders to
prepare their Canadian federal and provincial income and capital tax returns.
Such obligation of the Custodian shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Custodian.

      (c) Each of the Custodian, the Servicer and the Seller shall, upon
reasonable notice and during normal business hours, in connection with any
assessment, reassessment or audit of any Series 1995-1 Master Custodial
Certificateholder under or pursuant to any relevant Canadian federal or
provincial taxing legislation, or any objection to or appeal from such
assessment, reassessment or audit, make available to the affected Series
1995-1 Master Custodial Certificateholder, its advisors and relevant taxing
authorities, all information, records, and documents in its possession
pertaining to the Purchased Assets or the Master Custodial
Certificateholder's ownership interest therein which is relevant to such
assessment, reassessment or audit. The obligations of the Custodian, Seller
and Servicer under this clause shall survive and continue notwithstanding any
termination of or final distribution with respect to this Series Supplement
or any termination of custodial arrangements created under the Agreement.


                                  ARTICLE 6

            Amortization Events and Controlled Amortization Notice
            ------------------------------------------------------

SECTION 6.1  Additional Amortization Events
             ------------------------------

      (a) The occurrence of any of the following events shall, immediately
upon the occurrence thereof without notice or other action on the part of the
Custodian or the Series 1995-1 Master Custodial Certificateholders, be deemed
to be a Series 1995-1 Early Amortization Event solely with respect to Series
1995-1:


<PAGE>
                                      37

             (i)     on any Determination Date, the average of the Monthly
                     Payment Rates for the two preceding Collection Periods
                     is less than 20%;

            (ii)     on any Determination Date, the Available Subordinated
                     Amount for the next Distribution Date will be less than
                     the Required Subordinated Amount on such Determination
                     Date, after giving effect to the distributions to be
                     made on the next Distribution Date;

           (iii)     any Service Default with respect to Series 1995-1 occurs;

            (iv)     on any Determination Date, as of the last day of the
                     preceding collection Period, the aggregate amount of
                     Principal Receivables relating to Used Vehicles exceeds
                     20% of the Pool Balance on such last day;

             (v)     any Carry-over Amount or Additional Carry-over Amount
                     arises on six consecutive Distribution Dates;

            (vi)     the outstanding principal balance of the Series 1995-1
                     Investor Master Custodial Certificates is not repaid by
                     the final Controlled Amortization Period Distribution
                     Date;

           (vii)     either of the Rating Agencies shall have withdrawn its
                     rating of the Class A Certificate or reduced such rating
                     to a rating category other than its highest investment
                     category and such rating is not restored or increased to
                     such highest investment category within 45 days of such
                     withdrawal or reduction; or

          (viii)     CFC fails to perform any covenant contained in Section
10.1.

      (b) The Servicer shall as soon as possible and in any event within five
Business Days after the Servicer becomes aware or ought to have become aware
of the occurrence of each Series 1995-1 Early Amortization Event and each
event which, with the giving of notice or lapse of time or both would
constitute a Series 1995-1 Early Amortization Event, provide a statement of
an officer of the Servicer setting forth details as to such Series 1995-1
Early Amortization Event or event and the action which the Servicer has taken
or is proposing to take with respect thereto.

SECTION 6.2  Controlled Amortization Notice
             ------------------------------

             For so long as the Class A Certificateholder is Prime Trust,
upon the occurrence of an Event of Default, as defined in the Trust Indenture
between Prime Trust and CIBC


<PAGE>
                                      38

Mellon Trust Company, as Trustee, dated as of the 3rd day of
December, 1997, as the same may be amended, modified or supplemented from
time to time, which is continuing, either the Seller or the Class A
Certificateholder may at its option deliver to the other, within five days of
becoming aware of such event, a Controlled Amortization Notice.


                                  ARTICLE 7

       Purchase of Series 1995-1 Investor Master Custodial Certificates
       ----------------------------------------------------------------

SECTION 7.1  Appointment
             -----------

      (a) Effective on the Closing Date, each of the Purchasers hereby
irrevocably appoints, empowers and instructs the Custodian, as its agent to
purchase the undivided interest referred to hereinafter in the Account Assets
forming part of the Purchased Property as agent for and on behalf of each of
the Purchasers and to hold the undivided ownership interest referred to
hereinafter in the Purchased Property as agent for and on behalf of each of
the Purchasers and all other Master Custodial Certificateholders as tenants
in common and authorizes, empowers and instructs the Custodian to take in
each Purchaser's name or in its name all actions and exercise on behalf of
each of the Purchasers all rights specifically contemplated in the Agreement
or any Supplement thereto, including this Series Supplement, including the
issuance from time to time of Master Custodial Certificates to the Seller and
other Persons who agree to purchase undivided ownership interests as tenants
in common in the Purchased Property evidenced by the Master Custodial
Certificates, the right to receive and hold for the account of the Master
Custodial Certificateholders all Collections and other amounts relating to
the Account Assets or other Purchased Property and to handle and disburse
such Collections and other amounts in accordance with the Agreement and the
Supplements thereto, including this Series Supplement, the right to appoint
the Servicer and any Successor Servicer, the right to service and administer
the Purchased Property in accordance with the Agreement and the Supplements
thereto, including this Series Supplement, the right to release the Purchased
Property in accordance with the Agreement and the Supplements thereto,
including this Series Supplement (including to permit the Seller or any other
Person to retain possession of some or all of the Purchased Property) and the
right to enforce the Account Assets and the obligations of the Seller and the
Servicer under the Agreement and the Supplements thereto, including this
Series Supplement. Each of the Purchasers acknowledges that, except as
expressly set forth in the Agreement and the Supplements thereto, including
this Series Supplement, the authority of the Custodian to take such actions
and exercise such rights thereunder shall be conclusive and neither of the
Purchasers shall, as a Master Custodial Certificateholder, have the right to
possess the Purchased Property or the proceeds thereof or to enforce or
service the Purchased Property on its own behalf. Each of the Purchasers
hereby irrevocably authorizes, empowers and


<PAGE>
                                      39

instructs the Custodian to execute and deliver on its behalf, as
attorney-in-fact or otherwise, all such documents and instruments as may be
necessary or desirable to accomplish the foregoing.

      (b) Subject to the terms of the Agreement and the Supplements thereto,
including this Series Supplement, the Custodian agrees to act as the agent
for each of the Purchasers to perform the function and services and exercise
the authority conferred on it by each of the Purchasers pursuant to the
Custodial Agreement and the Supplements thereto, including this Series
Supplement.

SECTION 7.2  Series 1995-1 Investor Master Custodial Certificates
             ----------------------------------------------------

      Each of the Purchasers acknowledges that its undivided ownership
interest in the Purchased Property is to be evidenced by a Series 1995-1
Investor Master Custodial Certificate issued and authenticated by the
Custodian in accordance with the Agreement and this Series Supplement. Each
of the Purchasers hereby acknowledges and agrees that the rights and
obligations of the Series 1995-1 Master Custodial Certificateholders will be
governed by the Custodial Arrangement established pursuant to the terms and
provisions of the Agreement and the Supplements thereto, including this
Series Supplement. Each of the Purchasers also hereby acknowledges and agrees
that, by acquiring a Series 1995-1 Investor Master Custodial Certificate and
executing this Series Supplement, it shall be bound by the terms and
conditions of the Agreement and that the rights accruing to it as the Holder
of an undivided ownership interest in the Purchased Property, which is held
from time to time by the Custodian as agent for and on behalf of the Master
Custodial Certificateholders pursuant to the terms and conditions of the
Agreement, are governed by, and may only be exercised in accordance with, the
Agreement. Prime Trust hereby designates TD Securities Inc. as its agent for
the purposes of the Agreement.

SECTION 7.3  Payment and Delivery of Investor Master Custodial Certificates
             --------------------------------------------------------------

      On the Closing Date, each of the Purchasers shall deliver a certified
cheque, bank draft or wire transfer in the amount set forth in the notice in
the form of Exhibit D payable to or to the order of the Seller in respect of
its purchase of its undivided ownership interest in the Purchased Property.
The Custodian acknowledges and agrees by its acceptance and execution of this
Series Supplement, to issue and deliver to the Purchasers on the Closing
Date, duly executed and authenticated Series 1995-1 Investor Master Custodial
Certificates, against payment therefor by certified cheque, bank draft or
wire transfer, having an initial principal amount equal to such consideration
which payment each of the Purchasers is hereby authorized and directed by the
Custodian to make payable to or to the order of the Seller.


<PAGE>
                                      40

SECTION 7.4  Rights of Seller on Sale of Class A Certificate
             -----------------------------------------------

      In the event that Prime Trust wishes to sell the Class A Certificate to
a Person or Persons, Prime Trust shall first procure a bona fide arm's length
offer (the "Offer") for the Class A Certificate which it intends to accept,
and shall give notice of the proposed sale to the Seller (a "Sale Notice"),
including the terms and conditions of the Offer. The Seller may elect, within
10 days of the receipt of a Sale Notice to purchase the Class A Certificate
on the same terms and conditions as are contained in the Offer. Such purchase
and sale shall take place at a time and place mutually convenient to Prime
Trust and the Seller, but in any event not later than 30 days following
receipt of the relevant Sale Notice by the Seller. In the event the Seller
does not elect to purchase the Class A Certificate in accordance herewith,
Prime Trust may sell the Class A Certificate pursuant to the Offer. By its
entering into of this Series Supplement, as amended and restated, the Seller
waives its rights hereunder to receive a Sale Notice and to exercise its
right to purchase the Class A Certificate in respect of the sale of the Class
A Certificate by TD Trust Company, in its capacity as trustee for CoRe Trust
to Prime Trust.


                                  ARTICLE 8

                             Final Distributions
                             -------------------

SECTION 8.1  Sale of Series 1995-1 Master Custodial Certificateholders'
             Interest Pursuant to Section 2.03 of the Agreement;
             Distributions Pursuant to Section 7.1 of this Series
             Supplement or Section 2.03 or 12.02(c) of the Agreement
             -------------------------------------------------------

      (a) The amount to be paid by the Seller to the Collection Account with
respect to Series 1995-1 in connection with a purchase of the Series 1995-1
Master Custodial Certificateholders' Interest pursuant to Section 2.03 of the
Agreement shall equal the Reassignment Amount for the Distribution Date on
which such repurchase occurs.

      (b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 8.1 of this Series Supplement or
Section 2.03 of the Agreement or any Series 1995-1 Termination Proceeds
deposited into the Collection Account pursuant to Section 12.02(c) of the
Agreement, the Custodian shall, upon receipt of written instructions from the
Servicer, not later than 12:00 noon, Toronto time, on the Distribution Date
on which such amounts are deposited (or, if such date is not a Distribution
Date, on the immediately following Distribution Date) in the priority set
forth below: (i) first,(x) deposit the Invested Amount on such date into the
Principal Funding Account and (y) deposit the amount of accrued and unpaid
interest on the unpaid balance of the Series 1995-1 Investor


<PAGE>
                                      41

Master Custodial Certificates, plus the amount of any Additional Interest
Amount, any Carry-over Amount or Additional Carry-over Amount for such
Distribution Date or previously due but not paid to Series 1995-1 Master
Custodial Certificateholders on any prior Distribution Date, up to the
Reassignment Amount for Series 1995-1, and (ii) second, pay the remainder of
any Termination Proceeds to the Seller and any funds on deposit in the Spread
Shortfall Account to CFC and the Seller to the extent of their respective
interests therein as determined by CFC and the Seller.

      (c) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, the entire amount deposited in the Principal Funding
Account pursuant to Section 8.1 and all other amounts on deposit therein
shall be distributed in full to the Series 1995-1 Master Custodial
Certificateholders on such date and any distribution made pursuant to
paragraph (b) above shall be deemed to be a final distribution pursuant to
Section 12.02 of the Agreement with respect to Series 1995-1.


                                  ARTICLE 9

                            Change in Circumstance
                            ----------------------

SECTION 9.1  Change in Circumstance
             ----------------------

      If either:

      (a) the introduction of or any change (including, without limitation,
any change by way of imposition of a capital or other tax), in or any change
in the interpretation of, any law or regulation by any court or governmental
authority charged with the administration thereof, after the date hereof; or

      (b) the compliance by a Purchaser with any guideline or request from
any governmental authority (whether or not having the force of law) adopted,
imposed or made after the date hereof has the effect of

             (i)     increasing the cost to such Purchaser of purchasing,
                     funding or maintaining an undivided interest in the
                     Purchased Property hereunder or agreeing to make such
                     Purchase hereunder, or reducing the rate of return to
                     such Purchaser in connection therewith; or

             (ii)    reducing the amount receivable by such Purchaser with
                     regard to any Principal Receivable;


<PAGE>
                                      42

the Seller shall, from time to time, upon demand by such Purchaser pay to
such Purchaser that portion of such increased costs incurred, amounts not
received or receivable, or compensation for such reduction in rate of return
which is attributable to purchasing, funding or maintaining an undivided
interest in the Purchased Property hereunder. Such Purchaser shall provide
the Seller with a certificate setting forth its computation of such increased
costs, amounts not received or receivable or reduction in rate of return,
which computation may utilize such averaging and attribution methods such
Purchaser believes to be reasonable. Such certificate shall be prima facie
evidence, absent manifest error, of the amount payable to such Purchaser
pursuant to this Section 9.1. Such Purchaser shall, upon becoming aware of an
event or circumstance that is likely to, with the passage of time or
otherwise, entitle it to demand payment pursuant to this Section 9.1,
promptly notify the Seller.


                                  ARTICLE 10

                        Chrysler Financial Corporation
                        ------------------------------

SECTION 10.1 Covenants of CFC
             ----------------

      From the date hereof until the Final Payment Date, CFC covenants with
the Class A Certificateholder that it shall, unless the Class A
Certificateholder otherwise consents in writing:

      (a)    not consolidate with or merge into any other corporation or
             convey, transfer or lease its properties and assets
             substantially as an entirety to any Person, and CFC shall not
             permit any Person to consolidate with or merge into CFC or
             convey, transfer or lease its properties and assets
             substantially as an entirety to CFC unless:

             (i)     in case CFC shall consolidate with or merge into another
                     corporation or convey, transfer or lease its properties
                     and assets substantially as an entirety to any Person,
                     the corporation formed by such consolidation or into
                     which CFC is merged or the Person which acquires by
                     conveyance or transfer, or which leases, the properties
                     and assets of CFC substantially as an entirety shall be
                     a corporation organized and existing under the laws of
                     the United States of America, any political subdivision
                     thereof or any State thereof and shall expressly assume
                     in writing the obligations of CFC under this Section
                     10.1; and

            (ii)     CFC and the successor Person have delivered to the Class
                     A Certificateholder a certificate of a Responsible
                     Officer and an Opinion of


<PAGE>
                                      43

                     Counsel each stating that such consolidation, merger,
                     conveyance, transfer or lease comply with this Section
                     10.1(a) and that all conditions precedent herein
                     provided for relating to such transaction have been
                     complied with.

             Upon any consolidation with or merger into any other
             corporation, or any conveyance, transfer or lease of the
             properties and assets of CFC substantially as an entirety in
             accordance with this Section 10.1(a), the successor corporation
             formed by such consolidation or into which CFC is merged or the
             successor Person to which such conveyance, transfer or lease is
             made shall succeed to, and be substituted for, and may exercise
             every right and power of CFC under the Agreement and this Series
             Supplement with the same effect as if such successor had been
             named as CFC herein, and thereafter the predecessor corporation
             shall be relieved of all obligations and covenants under this
             Section 10.1;

      (b)    at any time following the failure of the Seller to perform its
             obligations under this Series Supplement and the Agreement,
             (including those arising in its capacity as Servicer, if the
             Seller is at such time the Servicer) which failure is
             continuing, ensure the due performance of all of the obligations
             of the Seller (including those arising in its capacity as
             Servicer, if the Seller is at such time the Servicer) under this
             Series Supplement and the Agreement and, in the event of any
             failure of the Seller to perform such obligations, assume all of
             the liabilities of the Seller (including those arising in its
             capacity as Servicer, if the Seller is at such time the
             Servicer) hereunder and thereunder;

      (c)    where required under this Series Supplement, deposit amounts
             required to be so deposited to the Spread Shortfall Account; and

      (d)    make all payments to be made by it in the performance of its
             obligations hereunder without set-off or counterclaim and
             without deduction or withholding for or on account of any
             present or future taxes, levies, imposts, duties, charges,
             assessments or fees of any nature (including any interest,
             penalties and additions thereto) unless such deduction or
             withholding is required by any applicable treaty, law, rule or
             regulation (as modified by the practice of any relevant
             governmental revenue authority then in effect), in which case it
             shall pay to the Class A Certificateholder, in addition to any
             payment to which the Class A Certificateholder is otherwise
             entitled under this Series Supplement or the Agreement, such
             additional amount as is necessary to ensure that the net amount
             actually received by the Class A Certificateholder will equal
             the full


<PAGE>
                                      44

             amount the Class A Certificateholder would have received had no
             such deduction or withholding been required.


                                  ARTICLE 11

                           Miscellaneous Provisions
                           ------------------------

SECTION 11.1 Ratification of Agreement
             -------------------------

      As supplemented by this Series Supplement, the Agreement is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken and construed as one and the same
instrument.

SECTION 11.2 Counterparts
             ------------

      This Series Supplement may be executed in two or more counterparts (and
by different parties on separate counterparts) each of which shall be an
original, but all of which together shall constitute one and the same
instrument.

SECTION 11.3 Governing Law
             -------------

      THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE
THEREIN, 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>
                                      45

      IN WITNESS WHEREOF, the Seller, the Servicer, the Purchasers and the
Custodian have caused this Series Supplement to be duly executed by their
respective officers as of the day and year first above written.

                                    CHRYSLER CREDIT CANADA LTD.,
                                    Seller and Servicer,


                                    By: "Dennis M. Cantwell"
                                        --------------------


                                    THE ROYAL TRUST COMPANY,
                                    Custodian,


                                    By: "Randy Byrne"
                                        --------------------

                                    By: "Patricia T. Benjamin"
                                        ----------------------

                                    PRIME TRUST, Purchaser, by
                                    its Administrator, TD
                                    Securities Inc.


                                    By: "Michael F. Buzanis"
                                        --------------------

                                    By: "William J. Furlong"
                                        --------------------

                                    AUTO RECEIVABLES CORPORATION,
                                    Purchaser


                                    By: "Dennis M. Cantwell"
                                        --------------------

                                    CHRYSLER FINANCIAL
                                    CORPORATION, Limited Guarantor


<PAGE>


                                    By: "Dennis M. Cantwell"
                                        --------------------



<PAGE>


                                  EXHIBIT A

                         FORM OF CLASS A CERTIFICATE

     (FORM OF FACE OF CLASS A MASTER CUSTODIAL CERTIFICATE, Series 1995-
                                      1)


      THIS MASTER CUSTODIAL CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS MASTER
CUSTODIAL CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

      IN ADDITION, NEITHER THIS MASTER CUSTODIAL CERTIFICATE NOR ANY PORTION
THEREOF HAS BEEN NOR WILL BE QUALIFIED FOR SALE UNDER THE SECURITIES LAW OF
CANADA OR ANY PROVINCE OR TERRITORY THEREOF AND NEITHER THIS MASTER CUSTODIAL
CERTIFICATE NOR ANY PORTION THEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN CANADA OR TO, OR FOR THE ACCOUNT OF, ANY RESIDENT OF CANADA,
EXCEPT PURSUANT TO A VALID EXEMPTION FROM SUCH SECURITIES LAWS.

      THIS MASTER CUSTODIAL CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE
WITH THE TERMS OF THE MASTER CUSTODIAL AND SERVICING AGREEMENT REFERRED TO
HEREIN.


<PAGE>


No.



             MASTER CUSTODIAL CERTIFICATE, Series 1995-1, CLASS A

              THIS CERTIFICATE EVIDENCES AN UNDIVIDED OWNERSHIP
               INTEREST IN CERTAIN ASSETS HELD BY THE CUSTODIAN
               AS AGENT FOR AND ON BEHALF OF THE HOLDER HEREOF
                       AND ALL OTHER HOLDERS OF MASTER
                 CUSTODIAL CERTIFICATES AS TENANTS IN COMMON
           AS PROVIDED IN THE AMENDED AND RESTATED MASTER CUSTODIAL
          AND SERVICING AGREEMENT REFERRED TO ON THE REVERSE HEREOF.


      The assets so held consist primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Chrysler Credit Canada Ltd. (the "Seller")
meeting certain eligibility criteria. The principal amount of this
certificate (the "Series 1995-1 Class A Certificate") on the date hereof is
$o and the balance at any time thereafter equals that portion of the Initial
Invested Amount (as defined in the Series 1995-1 Supplement referred to on
the reverse hereof) which is attributable from time to time to the Holder of
this Series 1995-1 Class A Certificate less, without duplication,
distributions of principal thereon pursuant to the terms of the Amended and
Restated Master Custodial and Servicing Agreement referred to on the reverse
hereof. This Series 1995-1 Class A Certificate does not represent an interest
in or obligation of the Seller or any affiliate thereof or the Custodian
except as specifically provided for in the Amended and Restated Master
Custodial and Servicing Agreement referred to on the reverse hereof.

      Unless the certificate of authentication hereon has been executed by or
on behalf of the Custodian by manual signature, this Series 1995-1 Class A
Certificate shall not entitle the Holder to any benefit under the Amended and
Restated Master Custodial and Servicing Agreement referred to on the reverse
hereof, or be valid for any purpose.


<PAGE>
                                      2

      THIS Series 1995-1 CLASS A CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF ONTARIO AND THE
LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO THEIR
CONFLICT OF LAW PROVISIONS.

      IN WITNESS WHEREOF, the Custodian has caused this Series 1995-1 Class A
Certificate to be duly executed.

Dated: !
                                 THE ROYAL TRUST COMPANY,
                                 as Custodian


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


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


<PAGE>


                  CUSTODIAN'S CERTIFICATE OF AUTHENTICATION


      This is the Series 1995-1 Class A Certificate described in the Series
1995-1 Amended and Restated Supplement dated as of December 16, 1997 to the
within-mentioned Amended and Restated Master Custodial and Servicing
Agreement.

                                 THE ROYAL TRUST COMPANY,
                                 as Custodian


                                 By:------------------------
                                    Authorized Officer


<PAGE>


                                TRANSFER FORM


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

-----------------------------------------------------------------------------
                 (please print or Typewrite name and address)

the undivided ownership interest in the Purchased Property (including for
greater certainty all rights and entitlements under the Agreement referred to
on the reverse hereof to the extent such rights and entitlements relate to
the interest so sold, assigned and transferred) evidenced by the within
Series 1995-1 Class A Certificate or $-------------------- * of the principal
balance thereof and hereby irrevocably constitutes and appoints--------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
attorney to transfer the said undivided ownership interest in the Purchased
Property evidenced by the within Series 1995-1 Class A Certificate on the
register of the Series 1995-1 Class A Certificates with full power of
substitution in the premises.

*     If less than the full outstanding principal balance of the undivided
      ownership interest in the Purchased Property evidenced by the within
      Series 1995-1 Class A Certificate is to be transferred, indicate in the
      space provided the principal amount (which must be in minimum
      denominations of $1,000 and integral multiples of $1,000 thereof) to be
      transferred.

The Transferee hereby confirms the appointment of the Custodian as the agent
of the Transferee for the purposes set out in the Agreement and the Custodian
hereby accepts the appointment as agent of the Transferee for these purposes.
The Transferee acknowledges and agrees that the sale of the undivided
ownership interest in the Purchased Property evidenced by the Master
Custodial Certificate to be acquired by the Transferee has not been qualified
by a prospectus, and represents and warrants that the sale by the Transferor
of the undivided ownership interest in the Purchased Property evidenced by
the Master Custodial Certificate and the purchase by the Transferee of the
undivided ownership interest in the Purchased Property evidenced by the said
Certificate, has complied with all applicable securities laws, regulations
and policies of applicable securities regulatory authorities.


DATED                     DATED                      DATED
     ---------------------     ----------------------     ------------------
      Custodian

by
  ----------------------  -------------------------  -----------------------
                          Signature of Transferee    Signature of Transferor


<PAGE>
                                      2



                         (Form of Registration Panel)

                 (No writing hereon except by the Custodian)



            Date of               In Whose Name
         Registration              Registered                   Custodian
         ------------              ------------                 ---------




<PAGE>


             FORM OF REVERSE OF Series 1995-1 CLASS A CERTIFICATE

      This Series 1995-1 Class A Certificate is issued under and is subject
to the terms, provisions and conditions of the Amended and Restated Master
Custodial and Servicing Agreement dated as of December 16, 1997 (as amended
and supplemented, the "Agreement"), by and among Chrysler Credit Canada Ltd.,
as Seller and Servicer, and The Royal Trust Company, as Custodian (the
"Custodian"), as supplemented by the Series 1995-1 Amended and Restated
Supplement dated as of December 16, 1997 (as amended and supplemented the
"Supplement") among Chrysler Credit Canada Ltd., the Custodian, Prime Trust,
Chrysler Financial Corporation and Auto Receivables Corporation. The assets
held by the Custodian as agent for and on behalf of the Certificateholders
pursuant to the Agreement (the "Purchased Property") will include (a) all of
the Seller's right, title and interest in, to and under the Receivables in
each Account and all Collateral Security with respect thereto owned by the
Seller at the close of business on the Cut-Off Date, in the case of the
Initial Accounts, and on the applicable Additional Cut-Off Dates, in the case
of Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including Recoveries)
thereof, (b) all of the Seller's right, title and interest in, to and under
the Receivables in each Account (other than any newly created Receivables in
any Designated Account) and all Collateral Security with respect thereto
owned by the Seller at the close of business of each Transfer Date and not
theretofore conveyed to the Custodian, all monies due or to become due and
all amounts received with respect thereto and all proceeds (including
Recoveries) thereof, (c) all monies on deposit in, and Eligible Investments
credited to the Collection Account or any Series Account, (d) any
Enhancements and (e) the contractual rights and remedies of the Custodian
under the Agreement. In addition to the Investor Master Custodial
Certificates, the Seller's Certificate issued pursuant to the Agreement
evidences the Seller's Interest in the Purchased Property. Although a summary
of certain provisions of the Agreement is set forth herein, this Series
1995-1 Class A Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Custodian. A copy of the
Agreement may be requested from the Custodian by writing to the Custodian at
The Royal Trust Company, c/o CIBC Mellon Trust Company, 393 University
Avenue, 5th Floor, Toronto, Ontario, M5G 2M7, Attention: Advisory Services.
To the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement and the Supplement.

      The Seller, the Holder of this Series 1995-1 Class A Certificate and
each Holder of a Master Custodial Certificate for any Series, by acceptance
of its Certificate, agrees to be bound by the terms of the Agreement and to
treat, and to take no action inconsistent with the treatment of, this Series
1995-1 Class A Certificate for all purposes, including the purposes of
federal or provincial income taxes and capital taxes and any other taxes
imposed on or measured by income or capital, as evidencing an undivided
ownership interest in the Purchased Property.


<PAGE>
                                      2

      This Series 1995-1 Class A Certificate is not permitted to be
transferred, assigned, exchanged or otherwise pledged or conveyed except in
accordance with the Agreement, including Section 6.04 of the Agreement.

      The undivided ownership interest of the Holder of this Series 1995-1
Class A Certificate in the Purchased Property shall be extinguished upon the
final distribution being made out of the Purchased Property to the Holder of
this Series 1995-1 Class A Certificate upon presentation and surrender of
this Series 1995-1 Class A Certificate to the Custodian on or after the
Distribution Date fixed for such final distribution pursuant to Section 12.02
of the Agreement.


<PAGE>


                                  EXHIBIT B

                         FORM OF CLASS B CERTIFICATE

     (FORM OF FACE OF CLASS B MASTER CUSTODIAL CERTIFICATE, Series 1995-
                                      1)


      THIS MASTER CUSTODIAL CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS MASTER
CUSTODIAL CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

      IN ADDITION, NEITHER THIS MASTER CUSTODIAL CERTIFICATE NOR ANY PORTION
THEREOF HAS BEEN NOR WILL BE QUALIFIED FOR SALE UNDER THE SECURITIES LAW OF
CANADA OR ANY PROVINCE OR TERRITORY THEREOF AND NEITHER THIS MASTER CUSTODIAL
CERTIFICATE NOR ANY PORTION THEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN CANADA OR TO, OR FOR THE ACCOUNT OF, ANY RESIDENT OF CANADA,
EXCEPT PURSUANT TO A VALID EXEMPTION FROM SUCH SECURITIES LAWS.

      THIS CLASS B CERTIFICATE IS SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT
IN ALL RESPECTS TO THE CLASS A CERTIFICATE. NO AMOUNT SHALL BE PAID BY THE
SERVICER OR THE CUSTODIAN NOR SHALL THE HOLDER OF THE CLASS B CERTIFICATE
TAKE OR RECEIVE FROM THE SERVICER, THE SELLER OR THE CUSTODIAN ANY PAYMENT IN
RESPECT OF THE PRINCIPAL OR INTEREST ALLOCATED TO THE CLASS B CERTIFICATE,
UNLESS AND UNTIL THE PRINCIPAL ALLOCATED TO THE CLASS A CERTIFICATE WHICH
SHALL BE THEN DUE AND PAYABLE AND ALL INTEREST ALLOCABLE THERETO WHICH SHALL
BE THEN DUE AND PAYABLE IN RESPECT OF THE CLASS A CERTIFICATE, INCLUDING ANY
ADDITIONAL CLASS A INTEREST AMOUNT, CLASS A CARRY-OVER AMOUNT OR ADDITIONAL
CLASS A CARRY-OVER AMOUNT, SHALL HAVE BEEN PAID IN FULL (OR SUCH PAYMENT
SHALL HAVE BEEN PROVIDED FOR) TO THE EXTENT AND IN THE MANNER PROVIDED FOR IN
THE AMENDED AND RESTATED MASTER CUSTODIAL AND SERVICING AGREEMENT AND THE
SERIES 1995-1 AMENDED AND RESTATED SUPPLEMENT REFERRED TO HEREIN.

      THIS MASTER CUSTODIAL CERTIFICATE IS NOT PERMITTED TO BE
TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR


<PAGE>
                                      2

CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE MASTER CUSTODIAL AND
SERVICING AGREEMENT REFERRED TO HEREIN.


<PAGE>


No.



             CLASS B MASTER CUSTODIAL CERTIFICATE, Series 1995-1

              THIS CERTIFICATE EVIDENCES AN UNDIVIDED OWNERSHIP
               INTEREST IN CERTAIN ASSETS HELD BY THE CUSTODIAN
               AS AGENT FOR AND ON BEHALF OF THE HOLDER HEREOF
                       AND ALL OTHER HOLDERS OF MASTER
                 CUSTODIAL CERTIFICATES AS TENANTS IN COMMON
           AS PROVIDED IN THE AMENDED AND RESTATED MASTER CUSTODIAL
          AND SERVICING AGREEMENT REFERRED TO ON THE REVERSE HEREOF.


      The assets so held consist primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Chrysler Credit Canada Ltd. (the "Seller")
meeting certain eligibility criteria. The principal amount of this
certificate (the "Series 1995-1 Class B Certificate") on the date hereof is
$o and the balance at any time thereafter equals that portion of the Initial
Invested Amount (as defined in the Series 1995-1 Amended and Restated
Supplement referred to on the reverse hereof) which is attributable from time
to time to the Holder of this Series 1995-1 Class B Certificate. This Series
1995-1 Class B Certificate does not represent an interest in or obligation of
the Seller or any affiliate thereof or the Custodian except as specifically
provided for in the Amended and Restated Master Custodial and Servicing
Agreement referred to on the reverse hereof.

      Unless the certificate of authentication hereon has been executed by or
on behalf of the Custodian by manual signature, this Series 1995-1 Class B
Certificate shall not entitle the Holder to any benefit under the Amended and
Restated Master Custodial and Servicing Agreement referred to on the reverse
hereof, or be valid for any purpose.


<PAGE>
                                      2

      THIS Series 1995-1 CLASS B CERTIFICATE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF ONTARIO AND THE
LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO THEIR
CONFLICT OF LAW PROVISIONS.

      IN WITNESS WHEREOF, the Custodian has caused this Series 1995-1 Class B
Certificate to be duly executed.

Dated: !

                                 THE ROYAL TRUST COMPANY,
                                 as Custodian


                                 by
                                   ----------------------------
                                    Name:
                                    Title:


                                 by
                                   ----------------------------
                                    Name:
                                    Title:


<PAGE>


                  CUSTODIAN'S CERTIFICATE OF AUTHENTICATION


      This is the Series 1995-1 Class B Certificate described in the Series
1995-1 Amended and Restated Supplement dated as of December 16, 1997 to the
within-mentioned Amended and Restated Master Custodial and Servicing
Agreement.

                                 THE ROYAL TRUST COMPANY,
                                 as Custodian


                                  By:
                                     -----------------------------
                                     Authorized Officer


<PAGE>


                                TRANSFER FORM


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

-----------------------------------------------------------------------------
                 (please print or Typewrite name and address)

the undivided ownership interest in the Purchased Property (including for
greater certainty all rights and entitlements under the Agreement referred to
on the reverse hereof to the extent such rights and entitlements relate to
the interest so sold, assigned and transferred) evidenced by the within
Series 1995-1 Class B Certificate or $--------------------------------- * of
the principal balance thereof and hereby irrevocably constitutes and appoints
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
attorney to transfer the said undivided ownership interest in the Purchased
Property evidenced by the within Series 1995-1 Class B Certificate on the
register of the Series 1995-1 Class B Certificates with full power of
substitution in the premises.

*     If less than the full outstanding principal balance of the undivided
      ownership interest in the Purchased Property evidenced by the within
      Series 1995-1 Class B Certificate is to be transferred, indicate in the
      space provided the principal amount (which must be in minimum
      denominations of $1,000 and integral multiples of $1,000 thereof) to be
      transferred.

             The Transferee hereby confirms the appointment of the Custodian
as the agent of the Transferee for the purposes set out in the Agreement and
the Custodian hereby accepts the appointment as agent of the Transferee for
these purposes. The Transferee acknowledges and agrees that the sale of the
undivided ownership interest in the Purchased Property evidenced by the
Master Custodial Certificate to be acquired by the Transferee has not been
qualified by a prospectus, and represents and warrants that the sale by the
Transferor of the undivided ownership interest in the Purchased Property
evidenced by the Master Custodial Certificate and the purchase by the
Transferee of the undivided ownership interest in the Purchased Property
evidenced by the said Certificate, has complied with all applicable
securities laws, regulations and policies of applicable securities regulatory
authorities.


DATED                           DATED                       DATED
    ---------------------------      -----------------------     --------------
      Custodian

by
----------------------   ------------------------    ------------------------
                         Signature of Transferee     Signature of Transferor


<PAGE>
                                      2

                         (Form of Registration Panel)

                 (No writing hereon except by the Custodian)



        Date of                      In Whose Name
     Registration                     Registered                Custodian
     ------------                     ----------                ---------


<PAGE>


             FORM OF REVERSE OF Series 1995-1 CLASS B CERTIFICATE

      This Series 1995-1 Class B Certificate is issued under and is subject
to the terms, provisions and conditions of the Amended and Restated Master
Custodial and Servicing Agreement dated as of December 16, 1997 (as amended
and supplemented, the "Agreement"), by and among Chrysler Credit Canada Ltd.,
as Seller and Servicer, and The Royal Trust Company, as Custodian (the
"Custodian"), as supplemented by the Series 1995-1 Amended and Restated
Supplement dated as of December 16, 1997 (as amended and supplemented the
"Supplement") among Chrysler Credit Canada Ltd., the Custodian, Prime Trust,
Chrysler Financial Corporation and Auto Receivables Corporation. The assets
held by the Custodian as agent for and on behalf of the Certificateholders
pursuant to the Agreement (the "Purchased Property") will include (a) all of
the Seller's right, title and interest in, to and under the Receivables in
each Account and all Collateral Security with respect thereto owned by the
Seller at the close of business on the Cut-Off Date, in the case of the
Initial Accounts, and on the applicable Additional Cut-Off Dates, in the case
of Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including Recoveries)
thereof, (b) all of the Seller's right, title and interest in, to and under
the Receivables in each Account (other than any newly created Receivables in
any Designated Account) and all Collateral Security with respect thereto
owned by the Seller at the close of business of each Transfer Date and not
theretofore conveyed to the Custodian, all monies due or to become due and
all amounts received with respect thereto and all proceeds (including
Recoveries) thereof, (c) all monies on deposit in, and Eligible Investments
credited to the Collection Account or any Series Account, (d) any
Enhancements and (e) the contractual rights and remedies of the Custodian
under the Agreement. In addition to the Investor Master Custodial
Certificates, the Seller's Certificate issued pursuant to the Agreement
evidences the Seller's Interest in the Purchased Property. Although a summary
of certain provisions of the Agreement is set forth herein, this Series
1995-1 Class B Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Custodian. A copy of the
Agreement may be requested from the Custodian by writing to the Custodian at
The Royal Trust Company, c/o CIBC Mellon Trust Company, 393 University
Avenue, 5th Floor, Toronto, Ontario, M5G 2M7, Attention: Advisory Services.
To the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Agreement and the Supplement.

      This Class B Certificate is subordinate and junior in right of payment
in all respects to the Class A Certificate. No amount shall be paid by the
Servicer or the Custodian nor shall the Holders of the Class B Certificate
take or receive from the Servicer, the Seller or the Custodian any payment in
respect of the principal or interest allocated to the Class B Certificate,
unless and until the principal allocated to the Class A Certificate which
shall be then due and payable and all interest allocable thereto which shall
be then due and payable in respect of the Class A Certificate, including any
Additional Class A Interest Amount, Class A Carry-over Amount or


<PAGE>

                                      2
Additional Class A Carry-over Amount, shall have been paid in full (or such
payment shall have been provided for) to the extent and in the manner
provided for in the Agreement.

      The Seller, the Holder of this Series 1995-1 Class B Certificate and
each Holder of a Master Custodial Certificate for any Series, by acceptance
of its Certificate, agrees to be bound by the terms of the Agreement and to
treat, and to take no action inconsistent with the treatment of, this Series
1995-1 Class B Certificate for all purposes, including the purposes of
federal or provincial income taxes and capital taxes and any other taxes
imposed on or measured by income or capital, as evidencing an undivided
ownership interest in the Purchased Property.

      This Series 1995-1 Class B Certificate is not permitted to be
transferred, assigned, exchanged or otherwise pledged or conveyed except in
accordance with the Agreement, including Section 6.04 of the Agreement.

      The undivided ownership interest of the Holder of this Series 1995-1
Class B Certificate in the Purchased Property shall be extinguished upon the
final distribution being made out of the Purchased Property to the Holder of
this Series 1995-1 Class B Certificate upon presentation and surrender of
this Series 1995-1 Class B Certificate to the Custodian on or after the
Distribution Date fixed for such final distribution pursuant to Section 12.02
of the Agreement.


<PAGE>


                                  EXHIBIT C

                     FORM OF DISTRIBUTION DATE STATEMENT

                                 See Attached




<PAGE>


                                  EXHIBIT D

                     REQUEST FOR PURCHASE OF INCREASE IN
                       MAXIMUM INITIAL INVESTED AMOUNT

TO:   Holders of Master Custodial Certificates, Series 1995-1

      The undersigned hereby requests that each of you agree to purchase an
increase in your undivided ownership interest in the Purchased Property, at a
purchase price and on the terms and conditions as set forth below:

1.    Purchase Price:

             Class A:                                    !
             Class B:                                    !

      Total Maximum Initial Invested Amount:     !

2.    Additional Issue Expenses for the
      [Maximum Initial Invested Amount/Increase in the Maximum Initial 
      Invested Amount]



             Advisory Fee:                         !
             Legal Fees:                           !
             Rating Agency Fees:                   !
             Other Fees:                           !
3.    Utilized Program Fee:

4.    Unutilized Program Fee:

5.    Conditions Precedent to Purch[Insert appropriate conditions precedent
      to increases]



      Terms used herein which are not defined herein shall have the meanings
ascribed thereto in the Amended and Restated Master Custodial and Servicing
Agreement dated as of December


<PAGE>
                                      2

16, 1997 (as amended and supplemented), by and among Chrysler Credit Canada
Ltd., as Seller and Servicer, and The Royal Trust Company, as Custodian.

      Dated this       day of                   ,       .

                                    CHRYSLER CREDIT CANADA LTD.,
                                    Seller


                                     By:
                                        -------------------------

<PAGE>


                     NOTICE OF ACCEPTANCE OF INCREASE IN
                       MAXIMUM INITIAL INVESTED AMOUNT


TO:   Chrysler Credit Canada Ltd., as Seller and Servicer

TO:   The Royal Trust Company, as Custodian


      Pursuant to the request (the "Request") of Chrysler Credit Canada Ltd.,
as Seller dated o, the undersigned Purchasers of the Class A Certificate and
Class B Certificate hereby notify you that each of the undersigned agrees on
the terms and conditions specified in the Request to purchase an increase in
its undivided ownership interest in the Purchased Property, which purchases
shall be, as between the Class A Certificateholder and Class B
Certificateholder, in amounts based on our respective outstanding principal
balances of Series 1995-1 Investor Master Custodial Certificates, so that the
Maximum Initial Invested Amount following such purchases shall be $!.

      Terms used herein which are not defined herein shall have the meanings
ascribed thereto in the Amended and Restated Master Custodial and Servicing
Agreement dated as of December 16, 1997 (as amended and supplemented) by and
among Chrysler Credit Canada Ltd., as Seller and Servicer, and The Royal
Trust Company, as Custodian.

      Dated this        day of                       ,        .

                                    PRIME TRUST, Purchaser by its
                                    Administrator, TD Securities Inc.


                                     By:
                                        ---------------------------


                                     By:
                                        ---------------------------


                                     AUTO RECEIVABLES CORPORATION


                                     By:
                                        ---------------------------


<PAGE>


                                  EXHIBIT E

                            SERIES 1995-1 ACCOUNTS


MAIN COLLECTION ACCOUNT                                088029002

1995-1 RESERVE FUND ACCOUNT                            098898001

1995-1 YIELD SUPPLEMENT ACCOUNT                        098899001
                                                       098900001

1995-1 SPREAD SHORTFALL ACCOUNT                        088029009
1995-1 PRINCIPAL FUNDING ACCOUNT



<PAGE>


                                  EXHIBIT F

                               FORM OF OPINION

                                 See Attached