AMENDED
AND RESTATED
  CERTIFICATE
OF INCORPORATION
  OF
  NISSAN
AUTO RECEIVABLES CORPORATION II
    ARTICLE
ONE
  NAME;
REGISTERED AGENT; INCORPORATOR
  Section
1.01.                                The
name of the corporation (the “Corporation”) is Nissan Auto Receivables
Corporation II.
  Section
1.02.                                The
address of the Corporation’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington,
Delaware  19808.  The name of its registered agent at such
address is Corporation Service Company in the county of New Castle.
  Section
1.03.                                The
incorporator of the Corporation is Ann M. Nishimura, whose mailing address is
990 West 190th Street,
Torrance,  California  90502.
  ARTICLE
TWO
  PURPOSE
OF CORPORATION
  Section
2.01.                                The
nature of the business or purposes to be conducted or promoted by the
Corporation consist solely of the following activities:
  (i)           acquire
from time to time all right, title and interest in and to (or beneficial
interests in and to) receivables or leases arising out of or relating to the
sale or lease of new or used motor vehicles, including automobiles and light and
heavy duty trucks, monies due thereunder, security interests in the motor
vehicles financed thereby, proceeds from claims on insurance policies related
thereto, and related rights (collectively, “Receivables”);
  (ii)           acquire,
own, hold, service, sell, assign, pledge and otherwise deal with the
Receivables, collateral securing the Receivables, related insurance policies,
agreements with motor vehicle dealers or lessors or other originators or
servicers of Receivables or other similar or related assets and any proceeds or
further rights associated with any of the foregoing;
  (iii)           transfer
Receivables to trusts or other entities (the “Trusts”) pursuant to one or more
pooling and servicing agreements, sale and servicing agreements or other
agreements (the “Agreements”) to be entered into by and among, among others, the
corporation, the trustee or other representative named therein (the “Trustee”)
and any entity acting as servicer of the Receivables;
  (iv)           authorize,
sell and deliver any class of certificates or other securities (collectively,
the “Certificates”) issued by the Trusts under the related
Agreements;
  (v)           acquire
from Nissan Motor Acceptance Corporation, a California corporation (“NMAC”),
certificates issued by one or more trusts or other entities to which NMAC or one
of its subsidiaries transferred Receivables;
   
   (vi)           issue,
sell, authorize and deliver one or more series and classes of bonds, notes or
other evidences of indebtedness secured or collateralized by one or more pools
of Receivables or by certificates of any class issued by one or more Trusts or
by certificates of any class issued by a trust or other entity established by
NMAC (collectively, the “Notes”);
  (vii)           hold
and enjoy all of the rights and privileges of any Certificates issued by the
Trusts to the corporation under the related Agreements and to hold and enjoy all
of the rights and privileges of any class of any series of Notes, including any
class of Notes or certificates which may be subordinate to any other class of
Notes or certificates, respectively;
  (viii)                      to
loan to affiliates or others or otherwise invest or apply funds received as a
result of the Corporation’s interest in any Trusts or Certificates and any other
income, as determined by the Board of Directors from time to time;
  (ix)           perform
its obligations under the Agreements and any indenture or other agreement (each,
an “Indenture”) pursuant to which any Certificates or Notes are issued;
and
  (x)           engage
in any activity and to exercise any powers permitted to corporations under the
laws of the State of Delaware that are related or incidental to the foregoing
and necessary, convenient or advisable to accomplish the foregoing.
   ARTICLE
THREE
  CAPITAL
STOCK
  Section
3.01.                                The
Corporation shall have one class of stock designated as Common Stock, and the
total number of shares of stock of that class that the Corporation shall have
authority to issue is 1,000 shares, with a par value of $1.00 per
share.  No stockholder shall have any preemptive right to acquire
additional shares of the Corporation.
  ARTICLE
FOUR
  INDEPENDENT
DIRECTORS
  Section
4.01.                                The
Corporation shall at all times, except as noted hereafter, have at least one
director (an “Independent Director”) who was not, at the time of such
appointment or at any other time in the preceding five years (i) a director,
officer or employee of any affiliate of the Corporation (other than any limited
purpose or special purpose corporation or limited liability company similar to
the Corporation); (ii) a person related to any officer or director of any
affiliate of the Corporation (other than any limited purpose or special purpose
corporation or limited liability company similar to the Corporation); (iii) a
direct or indirect holder of more than 10% of any voting securities of any
affiliate of the Corporation; (iv) a person related to a direct or indirect
holder of more than 10% of any voting securities of any affiliate of the
Corporation; (v) a material creditor, material supplier, employee, officer,
director, family member, manager, or contractor of the Corporation or its
affiliates; or (vi) a person who controls (whether directly, indirectly, or
otherwise) the Corporation or its affiliates or any material creditor, material
supplier, employee, officer, director, manager or material contractor of the
Corporation or its affiliates.  The requisite number of Independent
Directors shall increase and decrease proportionally depending on the total
authorized number of directors, such that, if the authorized number of directors
is set at three or four directors, there shall be one Independent Director and
if the authorized number of directors is set at five directors, there shall be
two Independent Directors.  In the event of the death,
   
   incapacity,
resignation or removal of one or more Independent Directors, such that the
number of Independent Directors is reduced below the then required number of
Independent Directors, the board of directors of the Corporation (the “Board of
Directors”) shall promptly appoint one or more new Independent Directors such
that the Corporation has the requisite number of Independent
Directors.  The Board of Directors shall not vote on any matter unless
and until at least one Independent Director has been duly appointed to serve on
the Board of Directors.
  Section
4.02.                                In
voting on bankruptcy matters, an independent director must take into account the
interests of the holders of rated securities.  When making decisions,
an independent director must also consider the interests of the Corporation’s
creditors.
  ARTICLE
FIVE
  LIMITATIONS
ON ACTIONS BY THE CORPORATION
  Section
5.01.                                Notwithstanding
any other provision of this certificate of incorporation (this “Certificate”) or
any provision of law, the Corporation shall not do any of the
following;
  (a)           without
the unanimous affirmative vote of the entire Board of Directors (without any
vacancies or unfilled newly created directorships and including the independent
director(s)), engage in any business or activity other than as set forth in
Article Two;
  (b)           without
the unanimous affirmative vote of the entire Board of Directors (without any
vacancies or unfilled newly created directorships and including the independent
director(s)), (i) dissolve or liquidate, in whole or in part, or institute
proceedings to be adjudicated bankrupt or insolvent; (ii) file, consent to the
filing of or join in the filing of, a bankruptcy or insolvency petition or
otherwise institute bankruptcy or insolvency proceedings; (iii) file a petition
seeking or consent to reorganization or relief under any applicable federal or
state law relating to bankruptcy; (iv) consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator or other similar official as to the
Corporation or a substantial part of its property; (v) make any assignment for
the benefit of creditors; (vi) admit in writing its inability to pay its
debts generally as they become due; (vii) institute, or join in the
institution of, any bankruptcy, insolvency, liquidation, reorganization or
arrangement proceedings or other proceedings under any federal or state
bankruptcy or similar law, against any entity in which the Corporation holds an
ownership interest; or (viii) take any corporate action in furtherance of the
actions set forth in clauses (i) through (vii) of this paragraph; provided,
however, that no director may be required by any stockholder of the Corporation
to consent to the institution of bankruptcy or insolvency proceedings against
the Corporation so long as it is solvent;
  (c)           without
the unanimous affirmative vote of the entire Board of Directors (without any
vacancies or unfilled newly created directorships and including the independent
director(s)), merge or consolidate with any other corporation, company or
entity, sell all or substantially all of its assets or acquire all or
substantially all of the assets, capital stock or other ownership interest of
any other corporation, company or entity, except for the acquisition of (i)
Receivables from NMAC or any of its subsidiaries or (ii) trust interests or
securities or other assets from NMAC or an affiliate thereof;
  (d)           without
the unanimous affirmative vote of the entire Board of Directors (without any
vacancies or unfilled newly created directorships and including the independent
director(s)), amend the Certificate of the Corporation;
   
   (e)           if
the Corporation has outstanding any securities rated by a nationally recognized
statistical rating organization (an “NRSRO”), without prior written notice to
such NRSRO, engage in any dissolution, liquidation, consolidation, merger or
asset sale, out of the ordinary course of business; or
  (f)           if
the Corporation has outstanding any securities rated by an NRSRO, incur any debt
(other than indebtedness that secures securities rated by an NRSRO) unless (i)
the Additional Debt is rated by the NRSRO the same as the issue credit rating
requested for the rated securities in a given transaction (at the time of
issuance and at all times thereafter) or (ii) the Additional Debt is fully
subordinated to the rated securities and, in either case, (x) is nonrecourse to
the Corporation or any of its assets other than cash flow in excess of amounts
necessary to pay the holders of the rated securities, and (y) does not
constitute a claim against the Corporation to the extent that funds are
insufficient to pay such Additional Debt.  “Additional Debt” includes
any monetary obligation or other obligation which may involve the payment of
money.
   ARTICLE
SIX
  INTERNAL
AFFAIRS
  Section
6.01.                                The
Corporation shall insure at all times that (i) it maintains separate corporate
records and books of account from those of NMAC; (ii) none of the Corporation’s
assets will be commingled with those of NMAC or any of its affiliates; (iii) it
conducts its own business in its own name; (iv) it maintains separate financial
statements; (v) it pays its own liabilities out of its own funds; (vi) it
observes all corporate and other formalities required by the charter documents;
(vii) it maintains an arm’s-length relationship with its affiliates; (viii) it
pays the salaries of its own employees and maintains a sufficient number of
employees in light of its contemplated business operations; (ix) it does not
guarantee or become obligated for the debts of any other entity or hold out its
credit as being available to satisfy the obligations of others; (x) it does not
acquire obligations or securities of its shareholders; (xi) it allocates fairly
and reasonably any overhead for shared office space; (xii) it uses separate
stationery, invoices and checks; (xiii) it does not pledge its assets for the
benefit of any other entity or make any loans or advances to any entity; (xiv)
it holds itself out as a separate entity; (xv) it corrects any known
misunderstanding regarding its separate identity; and (xvi) it maintains
adequate capital in light of its contemplated business operations.
   ARTICLE
SEVEN
  AMENDMENTS
  Section
7.01.                                The
Corporation reserves the right at any time, and from time to time, to amend or
repeal any provision contained in this Certificate of
Incorporation.  Additional provisions authorized by the laws of the
State of Delaware may be added in the manner now or hereafter prescribed by
law.  All rights, preferences and privileges of whatsoever nature
conferred on any person by this Certificate of Incorporation in its present form
or as hereafter amended are granted subject to the rights reserved in this
Article.  The Corporation shall not amend or repeal (i) Article Two or
Articles Four through Seven (the “Restricted Articles”), or (ii) any other
Article so as to be inconsistent with the Restricted Articles, except in each
case by unanimous vote of the Board of Directors (before receipt of payment for
stock) or the stockholders (subsequent to receipt of payment for
stock).
  Section
7.02.                                The
stockholders entitled to vote shall have the power to adopt new bylaws or amend
or repeal existing bylaws.  The Board of Directors shall also have
the
   
   power to
adopt new bylaws, or amend or repeal existing bylaws, but such power shall not
divest or otherwise limit the power of the stockholders entitled to vote to
adopt, amend or repeal bylaws.
  ARTICLE
EIGHT
  LIABILITY
OF DIRECTORS FOR MONETARY DAMAGES
  Section
8.01.                                (a)
A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:
  (i)           for
any breach of the director’s duty of loyalty to the Corporation or its
stockholders;
  (ii)           for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law;
  (iii)           under
Section 174 of the Delaware General Corporation Law; or
  (iv)           for
any transaction from which the director derived an improper personal
benefit.
  (b)           If
the Delaware General Corporation Law is hereafter amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
  (c)           Any
repeal or modification of this Article shall not adversely affect any right or
protection of a director of the Corporation with respect to any act or omission
occurring prior to such repeal or modification.
  (d)           If
the Corporation has outstanding any securities rated by any NRSRO, the
Corporation’s obligation to pay any amount as indemnification or as an
advancement of expenses (other than amounts received from insurance policies)
shall be fully subordinated to payment of amounts then due on the rated
securities and, in any case, (x) nonrecourse to any of the Corporation’s assets
pledged to secure the rated securities, and (y) shall not constitute a claim
against the Corporation to the extent funds are insufficient to pay such
amounts.
  ARTICLE
NINE
   Section
9.01.                                The
Corporation elects not to be governed by Section 203 of the Delaware General
Corporation Law.
   ARTICLE
TEN
  MISCELLANEOUS
  Section
10.01                                 Unless
and except to the extent otherwise provided in the bylaws of the Corporation,
the election of directors of the Corporation need not be by written
ballot.