EXHIBIT 4.2



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                                 TRUST AGREEMENT

                                     BETWEEN

                         CAPITAL AUTO RECEIVABLES, INC.

                                     SELLER

                                       AND

                            BANKERS TRUST (DELAWARE)

                                  OWNER TRUSTEE

                          DATED AS OF JANUARY 24, 2002







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<S>                                                                                  <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..................................1

SECTION 1.1                   DEFINITIONS.............................................1

ARTICLE II ORGANIZATION...............................................................1

SECTION 2.1  NAME.....................................................................1
SECTION 2.2  OFFICE...................................................................1
SECTION 2.3  PURPOSES AND POWERS......................................................2
SECTION 2.4  APPOINTMENT OF OWNER TRUSTEE.............................................2
SECTION 2.5  INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE.......................2
SECTION 2.6  DECLARATION OF TRUST.....................................................3
SECTION 2.7  LIABILITY OF THE CERTIFICATEHOLDERS......................................3
SECTION 2.8  TITLE TO TRUST PROPERTY..................................................3
SECTION 2.9  SITUS OF TRUST...........................................................3
SECTION 2.10 REPRESENTATIONS AND WARRANTIES OF THE SELLER.............................3
SECTION 2.11 TAX TREATMENT............................................................4

ARTICLE III THE CERTIFICATES..........................................................5

SECTION 3.1  INITIAL CERTIFICATE OWNERSHIP............................................5
SECTION 3.2  FORM OF THE CERTIFICATES.................................................5
SECTION 3.3  EXECUTION, AUTHENTICATION AND DELIVERY...................................5
SECTION 3.4  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES......6
SECTION 3.5  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES........................6
SECTION 3.6  PERSONS DEEMED CERTIFICATEHOLDERS........................................7
SECTION 3.7  ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES................8
SECTION 3.8  MAINTENANCE OF CORPORATE TRUST OFFICE....................................8
SECTION 3.9  APPOINTMENT OF PAYING AGENT..............................................8
SECTION 3.10 INITIAL CERTIFICATE ISSUANCE.............................................9
SECTION 3.11 BOOK-ENTRY CERTIFICATES..................................................9
SECTION 3.12 NOTICES TO CLEARING AGENCY..............................................10
SECTION 3.13 DEFINITIVE CERTIFICATES.................................................10
SECTION 3.14 SELLER AS CERTIFICATEHOLDER.............................................10

ARTICLE IV ACTIONS BY OWNER TRUSTEE..................................................10

SECTION 4.1  PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS......10
SECTION 4.2  ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS............11
SECTION 4.3  ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY.................11
SECTION 4.4  RESTRICTIONS ON CERTIFICATEHOLDERS' POWER...............................12
SECTION 4.5  MAJORITY CONTROL........................................................12

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.................................12

SECTION 5.1  ESTABLISHMENT OF CERTIFICATE DISTRIBUTION ACCOUNT.......................12
SECTION 5.2  APPLICATION OF TRUST FUNDS..............................................13
SECTION 5.3  METHOD OF PAYMENT.......................................................14
SECTION 5.4  ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDERS, THE INTERNAL
              REVENUE SERVICE AND OTHERS.............................................14
SECTION 5.5  SIGNATURE ON RETURNS; OTHER TAX MATTERS.................................14

ARTICLE VI THE OWNER TRUSTEE.........................................................15

SECTION 6.1  DUTIES OF OWNER TRUSTEE.................................................15
SECTION 6.2  RIGHTS OF OWNER TRUSTEE.................................................16
SECTION 6.3  ACCEPTANCE OF TRUSTS AND DUTIES.........................................16
SECTION 6.4  ACTION UPON INSTRUCTION BY CERTIFICATEHOLDERS...........................18
SECTION 6.5  FURNISHING OF DOCUMENTS.................................................18
SECTION 6.6  REPRESENTATIONS AND WARRANTIES OF OWNER TRUSTEE.........................18
SECTION 6.7  RELIANCE; ADVICE OF COUNSEL.............................................19

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SECTION 6.8  OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES............................20
SECTION 6.9  COMPENSATION AND INDEMNITY..............................................20
SECTION 6.10 REPLACEMENT OF OWNER TRUSTEE............................................20
SECTION 6.11 MERGER OR CONSOLIDATION OF OWNER TRUSTEE................................21
SECTION 6.12 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE...........................21
SECTION 6.13 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE..............................23

ARTICLE VII TERMINATION OF TRUST AGREEMENT...........................................23

SECTION 7.1  TERMINATION OF TRUST AGREEMENT..........................................23

ARTICLE VIII AMENDMENTS..............................................................24

SECTION 8.1  AMENDMENTS WITHOUT CONSENT OF CERTIFICATEHOLDERS OR NOTEHOLDERS.........24
SECTION 8.2  AMENDMENTS WITH CONSENT OF CERTIFICATEHOLDERS AND NOTEHOLDERS...........25
SECTION 8.3  FORM OF AMENDMENTS......................................................25

ARTICLE IX MISCELLANEOUS.............................................................26

SECTION 9.1  NO LEGAL TITLE TO OWNER TRUST ESTATE....................................26
SECTION 9.2  LIMITATIONS ON RIGHTS OF OTHERS.........................................26
SECTION 9.3  DERIVATIVE ACTIONS......................................................26
SECTION 9.4  NOTICES.................................................................27
SECTION 9.5  SEVERABILITY............................................................27
SECTION 9.6  COUNTERPARTS............................................................27
SECTION 9.7  SUCCESSORS AND ASSIGNS..................................................27
SECTION 9.8  NO PETITION.............................................................27
SECTION 9.9  NO RECOURSE.............................................................28
SECTION 9.10 HEADINGS................................................................28
SECTION 9.11 GOVERNING LAW...........................................................28
SECTION 9.12 [RESERVED]..............................................................28
SECTION 9.13 INDEMNIFICATION BY AND REIMBURSEMENT OF THE SERVICER....................29
SECTION 9.14 EFFECT OF AMENDMENT AND RESTATEMENT.....................................29
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     TRUST  AGREEMENT,  dated as of  January  24,  2002,  between  CAPITAL  AUTO
RECEIVABLES,  INC.,  a  Delaware  corporation,  as  Seller,  and  BANKERS  TRUST
(DELAWARE), a Delaware banking corporation, as Owner Trustee.

     WHEREAS,  the  Seller  and  Owner  Trustee  entered  into a  certain  trust
agreement  dated  January  16,  2002 (the  "Original  Trust  Agreement"),  which
contemplated this Trust Agreement.

     WHEREAS,  the  Seller  and the  Owner  Trustee  desire  hereby to amend and
restate the Original Trust Agreement in its entirety.

     NOW THEREFORE, the Seller and the Owner Trustee hereby agree as follows:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.1 Definitions.  Certain  capitalized terms used in this Agreement
shall have the respective  meanings  assigned to them in Part I of Appendix A to
the Trust Sale and Servicing Agreement of even date herewith,  among the Seller,
the  Servicer  and the Trust (the "Trust  Sale and  Servicing  Agreement").  All
references  herein to "the  Agreement"  or "this  Agreement"  are to this  Trust
Agreement,  and all references herein to Articles,  Sections and subsections are
to  Articles,  Sections  and  subsections  of this  Agreement  unless  otherwise
specified. The rules of construction set forth in Part II of such Appendix shall
be applicable to this Agreement.

                                   ARTICLE II
                                  ORGANIZATION

     Section 2.1 Name.  The Trust created hereby shall be known as "Capital Auto
Receivables  Asset Trust 2002-1" in which name the Owner Trustee may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf  of the  Trust  and sue and be sued on  behalf  of the  Trust.  The Owner
Trustee is hereby  authorized to file the  Certificate of Trust on behalf of the
Trust pursuant to Section 3810(a) of the Business Trust Statute.

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

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

     (a) to acquire, manage and hold the Receivables;

     (b) to issue the  Notes  pursuant  to the  Indenture  and the  Certificates
pursuant to this Agreement,  and to sell, transfer or exchange the Notes and the
Certificates;

     (c) to acquire certain  property and assets from the Seller pursuant to the
Trust Sale and Servicing Agreement, to make payments to the Noteholders

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and the  Certificateholders,  to make  deposits  into and  withdrawals  from the
Reserve  Account  and to pay  the  organizational,  start-up  and  transactional
expenses of the Trust;

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

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

     (f) to engage in those activities, including entering into agreements, that
are  necessary,  suitable or  convenient  to  accomplish  the  foregoing  or are
incidental thereto or connected therewith, including entering into interest rate
swaps and caps and other derivative instruments; and

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

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

     Section 2.4  Appointment of Owner Trustee.  The Seller hereby  appoints the
Owner Trustee as trustee of the Trust  effective as of the date hereof,  to have
all the rights, powers and duties set forth herein.

     Section 2.5 Initial Capital  Contribution of Owner Trust Estate. The Seller
hereby sold, assigned, transferred,  conveyed and set over to the Owner Trustee,
as of January 16, 2002,  the sum of $1. The Owner  Trustee  hereby  acknowledges
receipt in trust from the  Seller,  as of January  16,  2002,  of the  foregoing
contribution, which constituted the initial Owner Trust Estate and was deposited
in the Certificate  Distribution  Account.  The Seller shall pay  organizational
expenses of the Trust as they may arise or shall,  upon the request of the Owner
Trustee,  promptly reimburse the Owner Trustee for any such expenses paid by the
Owner Trustee.

     Section 2.6 Declaration of Trust. The Owner Trustee hereby declares that it
shall hold the Owner Trust Estate (in the name of the Trust and not in the Owner
Trustee's  name for the Trust,  except as required by, and in  accordance  with,
Section  2.8) in trust upon and subject to the  conditions  set forth herein for
the use and benefit of the Certificate Owners, subject to the obligations of the
Trust under the Basic Documents.  It is the intention of the parties hereto that
the Trust  constitute a business trust under the Business  Trust  Statute,  that
this Agreement  constitute  the governing  instrument of such business trust and
that the Certificates  represent the beneficial interests therein. The rights of
the  Certificateholders  shall be  determined  as set  forth  herein  and in the
Business Trust Statute and the  relationship  between the parties hereto created
by this Agreement shall not constitute  indebtedness for any purpose.  Effective
as of the date  hereof,  the Owner  Trustee  shall have all  rights,  powers and
duties set forth  herein  and in the  Business  Trust  Statute  with  respect to
accomplishing the purposes of the Trust.

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     Section 2.7  Liability of the  Certificateholders.  Certificateholders  and
holders of beneficial interests therein shall be entitled to the same limitation
of personal  liability  extended to  stockholders  of private  corporations  for
profit organized under the Delaware General Corporation Law.

     Section  2.8 Title to Trust  Property  Legal  title to all the Owner  Trust
Estate  shall be vested at all times in the  Trust as a  separate  legal  entity
except where  applicable law in any  jurisdiction  requires title to any part of
the Owner  Trust  Estate to be vested in a trustee  or  trustees,  in which case
title shall be deemed to be vested in the Owner Trustee,  a co-trustee  and/or a
separate  trustee,  as the case may be. Any such trustee shall take such part of
the Owner Trust Estate subject and  subordinate to the security  interest of the
Indenture Trustee therein  established  under the Indenture,  and such trustee's
acceptance of its appointment  shall constitute  acknowledgment of such security
interest.

     Section 2.9 Situs of Trust.  The Trust shall be located and administered in
the States of Delaware or New York.  All bank  accounts  maintained by the Owner
Trustee on behalf of the Trust  shall be located in the State of Delaware or the
State of New York.  The Trust  shall not have any  employees  in any state other
than Delaware; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the State of Delaware.
Payments  shall be  received  by the Trust  only in  Delaware  or New York,  and
payments  will be made by the Trust  only from  Delaware  or New York.  The only
office of the Trust shall be the Corporate Trust Office in Delaware.

     Section  2.10  Representations  and  Warranties  of the Seller.  The Seller
hereby represents and warrants to the Owner Trustee that:

     (a) The  Seller  has been  duly  organized  and is  validly  existing  as a
corporation in good standing under the laws of the State of Delaware, with power
and  authority  to own  its  properties  and to  conduct  its  business  as such
properties are presently owned and such business is presently  conducted and had
at all relevant times, and now has, power,  authority and legal right to acquire
and own the Receivables  contemplated to be transferred to the Trust pursuant to
the Trust Sale and Servicing Agreement.

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

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

     (d) The consummation of the transactions contemplated by this Agreement and
the  fulfillment of the terms of this Agreement do not conflict with,  result in
any breach of any of the terms and provisions of or constitute  (with or without

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notice or lapse of time) a default under,  the certificate of  incorporation  or
by-laws of the Seller, or any indenture,  agreement or other instrument to which
the  Seller is a party or by which it is bound,  or  result in the  creation  or
imposition of any Lien upon any of its  properties  pursuant to the terms of any
such indenture,  agreement or other instrument (other than pursuant to the Basic
Documents),  or violate any law or, to the best of the Seller's  knowledge,  any
order,  rule or  regulation  applicable  to the  Seller  of any  court or of any
federal or state regulatory body,  administrative  agency or other  governmental
instrumentality having jurisdiction over the Seller or any of its properties.

     Section 2.11 Tax Treatment.  The Seller and the Owner Trustee,  by entering
into this Agreement,  and the Certificateholders,  by acquiring any Certificates
or interest  therein,  (i) express their  intention that the  Certificates  will
qualify as equity interests in either (A) a division of the Seller, or any other
single Person,  disregarded as a separate entity for federal income tax purposes
if all Certificates are owned solely by the Seller or by such single Person,  or
(B) a partnership for federal income tax purposes if the  Certificates are owned
by more than one Person and (ii) unless  otherwise  required by the  appropriate
taxing  authorities,  agree to treat the  Certificates as equity interests in an
entity as  described  in clause (i) of this  Section  2.11 for the  purposes  of
federal  income  taxes,  state and local income and  franchise  taxes,  Michigan
single  business tax, and any other taxes  imposed  upon,  measured by, or based
upon gross or net income.  The parties agree that, unless otherwise  required by
appropriate tax authorities, the Trust shall file or cause to be filed annual or
other  necessary   returns,   reports  and  other  forms  consistent  with  such
characterization of the Trust for such tax purposes.



                                  ARTICLE III
                                THE CERTIFICATES

     Section 3.1 Initial Certificate Ownership.  Upon the formation of the Trust
by the contribution by the Seller pursuant to Section 2.5 and until the issuance
of the Certificates, the Seller shall be the sole Certificateholder.

     Section 3.2 Form of the Certificates.

     (a) The  Certificates  shall be  substantially  in the  form  set  forth in
Exhibit A and shall be issued in minimum  denominations  of $20,000 and integral
multiples of $1,000 in excess thereof;  provided,  however, that one Certificate
may  be  issued  in a  denomination  that  includes  any  residual  amount.  The
Certificates  shall represent the entire  beneficial  interest in the Trust. The
Certificates  shall be  executed  on behalf of the Trust by manual or  facsimile
signature of a Responsible  Officer of the Owner Trustee.  Certificates  bearing
the manual or facsimile  signatures  of  individuals  who were, at the time when
such  signatures  shall have been  affixed,  authorized to sign on behalf of the
Trust, shall be duly issued, fully paid and non-assessable  beneficial interests
in the Trust,  notwithstanding  that such  individuals or any of them shall have
ceased to be so  authorized  prior to the  authentication  and  delivery of such
Certificates  or did not hold such  offices  at the date of  authentication  and
delivery of such Certificates.

     (b) The Definitive Certificates shall be typewritten, printed, lithographed
or engraved or produced by any  combination  of these  methods  (with or without

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steel  engraved  borders)  all as  determined  by the  officers  executing  such
Certificates, as evidenced by their execution of such Certificates.

     (c) The Certificates shall be issued in fully-registered form. The terms of
the Certificates set forth in Exhibit A shall form part of this Agreement.

     Section 3.3 Execution,  Authentication and Delivery.  Concurrently with the
sale of the  Receivables  to the Trust  pursuant to the Trust Sale and Servicing
Agreement,  the Owner Trustee shall cause Certificates in an aggregate principal
amount equal to the initial  Certificate Balance to be executed on behalf of the
Trust,  authenticated  and delivered to or upon the written order of the Seller,
signed by its  chairman  of the  board,  its  president  or any vice  president,
without further corporate action by the Seller, in authorized denominations.  No
Certificate  shall  entitle its holder to any benefit under this  Agreement,  or
shall be valid for any purpose,  unless there shall appear on such Certificate a
certificate of authentication  substantially in the form set forth in Exhibit A,
executed by the Owner Trustee or Bankers Trust Company,  as the Owner  Trustee's
authenticating agent, by manual signature.  Such authentication shall constitute
conclusive evidence that such Certificate shall have been duly authenticated and
delivered  hereunder.  All  Certificates  shall  be  dated  the  date  of  their
authentication.

     Section  3.4  Registration;   Registration  of  Transfer  and  Exchange  of
Certificates.

     (a) The Certificate Registrar shall keep or cause to be kept, at the office
or agency maintained  pursuant to Section 3.8, a Certificate  Register in which,
subject to such  reasonable  regulations as it may prescribe,  the Owner Trustee
shall  provide  for  the  registration  of  Certificates  and of  transfers  and
exchanges  of  Certificates  as  provided  herein;  provided,  however,  that no
Certificate   may  be  subdivided  upon  transfer  or  exchange  such  that  the
denomination  of any resulting  Certificate is less than $20,000.  Bankers Trust
Company shall be the initial  Certificate  Registrar.  Upon any resignation of a
Certificate Registrar,  the Owner Trustee shall promptly appoint a successor or,
if it elects not to make such an  appointment,  assume the duties of Certificate
Registrar.

     (b) Upon surrender for  registration  of transfer of any Certificate at the
office or agency  maintained  pursuant to Section 3.8, the Owner  Trustee  shall
execute on behalf of the Trust, authenticate and deliver (or shall cause Bankers
Trust Company as its authenticating  agent to authenticate and deliver),  in the
name of the designated  transferee or transferees,  one or more new Certificates
in  authorized  denominations  of a like  aggregate  amount  dated  the  date of
authentication by the Owner Trustee or any authenticating agent.

     (c) At the  option of a Holder,  Certificates  may be  exchanged  for other
Certificates of authorized  denominations  of a like aggregate  principal amount
upon surrender of the Certificates to be exchanged at the Corporate Trust Office
maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered
for  exchange,  the  Owner  Trustee  shall  execute  on  behalf  of  the  Trust,
authenticate   and  deliver  (or  shall  cause  Bankers  Trust  Company  as  its
authenticating agent to authenticate and deliver) one or more Certificates dated
the date of  authentication  by the Owner Trustee or any  authenticating  agent.
Such Certificates shall be delivered to the Holder making the exchange.

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     (d) Every Certificate presented or surrendered for registration of transfer
or exchange  shall be  accompanied  by a written  instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Holder or his attorney duly  authorized in writing and such other  documents
and  instruments  as  may  be  required  by  Section  3.4(b).  Each  Certificate
surrendered  for  registration  of transfer or  exchange  shall be canceled  and
subsequently  destroyed  or  otherwise  disposed  of by  the  Owner  Trustee  or
Certificate Registrar in accordance with its customary practice.

     (e) The Owner Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or  governmental  charge that may be imposed and
any other  expenses  of the Owner  Trustee in  connection  with any  transfer or
exchange of Certificates.

     Section 3.5 Mutilated,  Destroyed,  Lost or Stolen  CertificatesIf  (i) any
mutilated  Certificate  is  surrendered  to the  Certificate  Registrar,  or the
Certificate  Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar,  the Owner Trustee and the Trust such security or indemnity as may be
required by them to hold each of them  harmless,  then, in the absence of notice
to the Certificate Registrar or the Owner Trustee that such Certificate has been
acquired by a protected purchaser,  the Owner Trustee shall execute on behalf of
the Trust and the Owner Trustee shall  authenticate  and deliver (or shall cause
Bankers Trust Company as its authenticating  agent to authenticate and deliver),
in  exchange  for or in lieu of any such  mutilated,  destroyed,  lost or stolen
Certificate,  a replacement  Certificate in authorized  denominations  of a like
aggregate principal amount; provided,  however, that if any such destroyed, lost
or stolen  Certificate,  but not a mutilated  Certificate,  shall have become or
within  seven  days  shall  be due  and  payable,  then  instead  of  issuing  a
replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen
Certificate when so due or payable.

     (b) If,  after the  delivery  of a  replacement  Certificate  or payment in
respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a
protected  purchaser  of  the  original   Certificate  in  lieu  of  which  such
replacement   Certificate   was  issued   presents  for  payment  such  original
Certificate,  the Owner  Trustee  shall be entitled to recover such  replacement
Certificate  (and any  distributions  or payments made with respect  thereto) or
such payment from the Person to whom it was  delivered or any Person taking such
replacement  Certificate from such Person to whom such  replacement  Certificate
was delivered or any assignee of such Person, except a protected purchaser,  and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Owner Trustee in
connection therewith.

     (c) In connection  with the issuance of any replacement  Certificate  under
this  Section  3.5,  the Owner  Trustee may require the payment by the Holder of
such  Certificate  of a sum  sufficient  to cover any tax or other  governmental
charge that may be imposed in relation thereto and any other reasonable expenses
(including  the fees and  expenses  of the  Owner  Trustee  and the  Certificate
Registrar) connected therewith.

     (d) Any  duplicate  Certificate  issued  pursuant  to this  Section  3.5 in
replacement  of any  mutilated,  destroyed,  lost or  stolen  Certificate  shall
constitute an original additional  beneficial interest in the Trust,  whether or

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not the mutilated,  destroyed,  lost or stolen Certificate shall be found at any
time or be enforced by anyone, and shall be entitled to all the benefits of this
Agreement equally and  proportionately  with any and all other Certificates duly
issued hereunder.

     (e) The provisions of this Section 3.5 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

     Section 3.6 Persons Deemed Certificateholders. Prior to due presentation of
a Certificate for registration of transfer, the Owner Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate shall be registered
in the Certificate Register as the Certificateholder of such Certificate for the
purpose  of  receiving  distributions  pursuant  to  Article V and for all other
purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar
shall be affected by any notice to the contrary.

     Section 3.7 Access to List of Certificateholders'  Names and Addresses. The
Owner  Trustee  shall  furnish or cause to be  furnished to the Servicer and the
Seller,  within 15 days after receipt by the Owner Trustee of a request therefor
from the Servicer or the Seller in writing, a list of the names and addresses of
the  Certificateholders  as of the most recent  Record  Date.  Each  Holder,  by
receiving and holding a Certificate,  shall be deemed to have agreed not to hold
any of the Servicer,  the Seller or the Owner Trustee  accountable  by reason of
the disclosure of its name and address, regardless of the source from which such
information was derived.

     Section 3.8 Maintenance of Corporate Trust Office.  The Owner Trustee shall
maintain in the Borough of Manhattan, the City of New York, an office or offices
or agency or agencies where  Certificates may be surrendered for registration of
transfer or exchange and where  notices and demands to or upon the Owner Trustee
in respect of the Certificates and the Basic Documents may be served.  The Owner
Trustee initially  designates the offices of Bankers Trust Company,  Four Albany
Street, New York, New York 10006, as its principal office for such purposes. The
Owner  Trustee  shall  give  prompt  written  notice  to the  Seller  and to the
Certificateholders  of any change in the location of the Certificate Register or
any such office or agency.

     Section 3.9  Appointment of Paying Agent.  Except as otherwise  provided in
Section  5.2, the Paying Agent shall make  distributions  to  Certificateholders
from the  Certificate  Distribution  Account  pursuant  to Section 5.2 and shall
report the amounts of such  distributions to the Owner Trustee and the Servicer;
provided  that no such  reports  shall be  required so long as the Seller is the
sole  Certificateholder.  Any Paying  Agent  shall have the  revocable  power to
withdraw  funds from the  Certificate  Distribution  Account  for the purpose of
making the  distributions  referred to above.  The Owner Trustee may revoke such
power and remove the Paying Agent if the Owner  Trustee  determines  in its sole
discretion  that the Paying  Agent shall have failed to perform its  obligations
under this Agreement in any material  respect.  The Paying Agent shall initially
be Bankers  Trust  Company,  and any  co-paying  agent  chosen by Bankers  Trust
Company,  and  acceptable to the Owner  Trustee.  Bankers Trust Company shall be
permitted  to resign as Paying Agent upon 30 days'  written  notice to the Owner
Trustee. If Bankers Trust Company shall no longer be the Paying Agent, the Owner
Trustee  shall appoint a successor to act as Paying Agent (which shall be a bank
or trust company).  The Owner Trustee shall cause such successor Paying Agent or

                                       7
<page>

any  additional  Paying  Agent  appointed  by the Owner  Trustee to execute  and
deliver to the Owner Trustee an instrument in which such successor  Paying Agent
or  additional  Paying  Agent shall agree with the Owner  Trustee that as Paying
Agent,  such  successor  Paying Agent or additional  Paying Agent shall hold all
sums, if any, held by it for payment to the  Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. The Paying Agent shall return all unclaimed funds to
the Owner  Trustee and upon  removal of a Paying  Agent such Paying  Agent shall
also return all funds in its possession to the Owner Trustee.  The provisions of
Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role
as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and,
to the extent applicable,  to any other paying agent,  certificate  registrar or
authenticating agent appointed hereunder. Any reference in this Agreement to the
Paying  Agent shall  include any  co-paying  agent  unless the context  requires
otherwise.

     Section 3.10 Initial Certificate  Issuance. On the Closing Date, all of the
Certificates  shall be  issued  to the  Seller as  definitive  fully  registered
Certificates.

     Section 3.11 Book-Entry Certificates. Except for the Certificates issued to
the Seller,  the Certificates,  upon original  issuance,  shall be issued in the
form  of  a  printed   Certificate  or  Certificates   representing   Book-Entry
Certificates,  to be  delivered to The  Depository  Trust  Company,  the initial
Clearing Agency,  by or on behalf of the Trust. Such Certificate or Certificates
shall initially be registered on the Certificate  Register in the name of Cede &
Co., the nominee of the initial  Clearing Agency and no Certificate  Owner other
than the  Seller  shall  receive  a  definitive  Certificate  representing  such
Certificate Owner's interest in such Certificate,  except as provided in Section
3.13. Unless and until definitive fully registered Certificates (the "Definitive
Certificates")  shall have been issued to Certificate Owners pursuant to Section
3.13:

     (a) the provisions of this Section 3.11 shall be in full force and effect;

     (b) the  Certificate  Registrar  and the Owner Trustee shall be entitled to
deal with the Clearing Agency for all purposes of this Agreement  (including the
payment of  principal  of and  interest  on the  Certificates  and the giving of
instructions or directions hereunder) as the sole Holder of the Certificate, and
shall have no obligation to the Certificate Owners;

     (c) to the extent that the  provisions  of this Section 3.11  conflict with
any other  provisions  of this  Agreement,  the  provisions of this Section 3.11
shall control;

     (d) the rights of the  Certificate  Owners shall be exercised  only through
the  Clearing  Agency  and  shall be  limited  to those  established  by law and
agreements  between such  Certificate  Owners and the Clearing Agency and/or the
Clearing  Agency  Participants,  unless and until  Definitive  Certificates  are
issued  pursuant  to  Section  3.13,  the  initial  Clearing  Agency  will  make
book-entry  transfers  among the Clearing  Agency  Participants  and receive and
transmit  payments of  principal  of and  interest on the  Certificates  to such
Clearing Agency Participants;

     (e) whenever this Agreement  requires or permits  actions to be taken based
upon  instructions  or  directions  of  Holders  of  Certificates  evidencing  a
specified  percentage  of the Voting  Interests,  the  Clearing  Agency shall be

                                       8
<page>

deemed to  represent  such  percentage  only to the extent that it has  received
instructions  to such effect from  Certificate  Owners  and/or  Clearing  Agency
Participants owning or representing,  respectively,  such required percentage of
Voting Interests and has delivered such instructions to the Owner Trustee;

provided,  however,  that the  provisions  of this  Section  3.11  shall  not be
applicable in respect of  Certificates  issued to the Seller.  The Seller or the
Owner Trustee may set a record date for the purpose of determining  the identity
of Holders of Certificates  entitled to vote or to consent to any action by vote
as provided in this Agreement.

     Section  3.12  Notices  to  Clearing  Agency.  Whenever  a notice  or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive  Certificates  shall have been issued to Certificate Owners
pursuant to Section  3.13,  the Owner  Trustee  shall give all such  notices and
communications  specified  herein  to be  given  to  Certificateholders  to  the
Clearing Agency and shall have no further obligation to the Certificate  Owners.

     Section 3.13 Definitive Certificates.  If (a) the Administrator advises the
Owner Trustee in writing that the Clearing  Agency is no longer  willing or able
to properly discharge its responsibilities  with respect to the Certificates and
the  Administrator  is  unable  to  locate  a  qualified   successor,   (b)  the
Administrator  at its option advises the Owner Trustee in writing that it elects
to terminate the book-entry system through the Clearing Agency, or (c) after the
occurrence  of an Event of  Default or a Servicer  Default,  Certificate  Owners
representing  beneficial interests aggregating at least a majority of the Voting
Interests  advise the  Clearing  Agency in writing  that the  continuation  of a
book-entry  system through the Clearing Agency is no longer in the best interest
of the Certificate Owners, then the Clearing Agency shall notify all Certificate
Owners  and the Owner  Trustee  of the  occurrence  of any such event and of the
availability  of Definitive  Certificates to Certificate  Owners  requesting the
same.  Upon  surrender  to the  Owner  Trustee  of the  printed  Certificate  or
Certificates  representing  the Book-Entry  Certificates by the Clearing Agency,
accompanied by  registration  instructions,  the Owner Trustee shall execute and
authenticate the Definitive  Certificates in accordance with the instructions of
the Clearing  Agency.  Neither the  Certificate  Registrar nor the Owner Trustee
shall  be  liable  for  any  delay  in  delivery  of such  instructions  and may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon the issuance of Definitive Certificates,  the Owner Trustee shall recognize
the Holders of the Definitive Certificates as Certificateholders.

     Section 3.14 Seller as  Certificateholder.  The Seller in its individual or
any other  capacity  may become the owner or  pledgee  of  Certificates  and may
otherwise  deal with the Owner  Trustee or its  Affiliates as if it were not the
Seller.

                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

     Section  4.1 Prior  Notice to  Certificateholders  with  Respect to Certain
Matters.  The Owner  Trustee shall not take action with respect to the following
matters, unless (i) the Owner Trustee shall have notified the Certificateholders
in  writing  of the  proposed  action at least 30 days and not more than 45 days

                                       9
<page>

before the taking of such action, and (ii) the Certificateholders shall not have
notified the Owner Trustee in writing prior to the 30th day after such notice is
given that such Certificateholders have withheld consent or provided alternative
direction:

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

     (b) the election by the Trust to file an amendment  to the  Certificate  of
Trust, a conformed copy of which is attached hereto as Exhibit B;

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

     (d)  the  amendment  of  the  Indenture  by  a  supplemental  indenture  in
circumstances  where the  consent of any  Noteholder  is not  required  and such
amendment materially adversely affects the interests of the Certificateholders;

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

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

     Section 4.2 Action by  Certificateholders  with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the written direction of
the  Certificateholders,  to remove the Administrator  under the  Administration
Agreement  pursuant  to Section 10 thereof,  appoint a  successor  Administrator
pursuant  to Section 10 of the  Administration  Agreement,  remove the  Servicer
under the Trust Sale and Servicing Agreement pursuant to Section 7.02 thereof or
except as expressly provided in the Basic Documents, sell the Receivables or any
interest therein after the termination of the Indenture. The Owner Trustee shall
take the  actions  referred  to in the  preceding  sentence  only  upon  written
instructions signed by the Certificateholders.

     Section  4.3  Action by  Certificateholders  with  Respect  to  Bankruptcy.
Notwithstanding any prior termination of this Agreement, the Owner Trustee shall
not have the power to commence a voluntary  proceeding in bankruptcy relating to
the  Trust  without  the  unanimous  prior  approval  of all  Certificateholders
(including  the  Seller)  and the  delivery  to the Owner  Trustee  by each such
Certificateholder  of  a  certificate  certifying  that  such  Certificateholder
reasonably believes that the Trust is insolvent;  provided,  however, that under
no circumstances shall the Owner Trustee commence or join in commencing any such
proceeding  prior to the date that is one year and one day after the termination
of the Trust.

                                       10
<page>

     Section   4.4    Restrictions    on    Certificateholders'    Power.    The
Certificateholders  shall not direct the Owner  Trustee to take or refrain  from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the  Owner  Trustee  under  this  Agreement  or any of the Basic
Documents or would be contrary to Section  2.3,  nor shall the Owner  Trustee be
obligated to follow any such direction,  if given. The Certificateholders  shall
not and shall not direct the Owner Trustee to take action that would violate the
provisions  of  Section  6.1 and,  if  given,  the  Owner  Trustee  shall not be
obligated to follow any such direction.

     Section 4.5 Majority  Control.  Except as expressly  provided  herein,  any
action  that may be  taken or  consent  that  may be  given or  withheld  by the
Certificateholders  under this  Agreement  shall be  effective if such action is
taken or such  consent  is given or  withheld  by the  Holders  of  Certificates
evidencing  not less than a majority of the Voting  Interests as of the close of
the  preceding  Distribution  Date.  Except as expressly  provided  herein,  any
written   notice,   instruction,    direction   or   other   document   of   the
Certificateholders  delivered  pursuant to this Agreement  shall be effective if
signed by Holders of  Certificates  evidencing  not less than a majority  of the
Voting Interests at the time of the delivery of such notice.

                                   ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     Section 5.1 Establishment of Certificate Distribution Account.

     (a) Except as  otherwise  provided in Section 5.2,  the  Servicer,  for the
benefit of the  Certificateholders,  shall establish and maintain in the name of
the Trust an Eligible  Deposit  Account  known as the Capital  Auto  Receivables
Asset  Trust  2002-1   Certificate   Distribution   Account  (the   "Certificate
Distribution  Account"),  bearing an additional  designation  clearly indicating
that  the  funds   deposited   therein   are  held  for  the   benefit   of  the
Certificateholders.

     (b) The Trust  shall  possess all right,  title and  interest in and to all
funds on deposit from time to time in the Certificate  Distribution  Account and
in all proceeds  thereof.  Except as otherwise  provided  herein or in the Trust
Sale and Servicing  Agreement,  the  Certificate  Distribution  Account shall be
under the sole  dominion and control of the Owner Trustee for the benefit of the
Certificateholders. If, at any time, the Certificate Distribution Account ceases
to be an Eligible Deposit Account,  the Owner Trustee (or the Servicer on behalf
of the Owner Trustee, if the Certificate  Distribution  Account is not then held
by the Owner Trustee or an Affiliate  thereof) 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  Certificate  Distribution  Account as an
Eligible  Deposit  Account and shall transfer any cash and/or any investments to
such new Certificate Distribution Account.

     Section 5.2 Application of Trust Funds.

     (a) On each  Distribution  Date, the Owner Trustee shall  distribute to the
Certificateholders,  on a pro rata basis, amounts equal to the amounts deposited
in the Certificate  Distribution  Account  pursuant to Sections 4.06 and 4.07 of
the Trust Sale and Servicing  Agreement on or prior to such  Distribution  Date.

                                       11
<page>

Notwithstanding the foregoing or anything else to the contrary in this Agreement
or the other Basic Documents, if and for so long as Certificates representing in
the  aggregate a 100%  beneficial  interest in the Trust are held by the Seller,
(i) no Certificate  Distribution  Account shall be required to be established or
maintained  and  (ii)  all   distributions  and  payments  on  the  Certificates
(including  the final  distribution  as  contemplated  by Section 7.1(c) hereof)
required hereunder or under the Trust Sale and Servicing Agreement shall be made
directly to the Seller by the Indenture  Trustee  (whether or not the Trust Sale
and Servicing  Agreement  otherwise  contemplates  deposit into the  Certificate
Distribution  Account) and the Owner  Trustee shall have no duty or liability to
see to such distribution.

     (b) On  each  Distribution  Date,  the  Owner  Trustee  shall  send to each
Certificateholder  the  statement  provided to the Owner Trustee by the Servicer
pursuant to Section  4.09(a) of the Trust Sale and  Servicing  Agreement on such
Distribution  Date  setting  forth,  among  other  things,  the  amount  of  the
distribution  allocable to Certificate Balance and to interest,  the Certificate
Balance after giving  effect to such  distribution  and the Total  Servicing Fee
with  respect  to such  Distribution  Date or  Monthly  Period,  as  applicable;
provided  that no such  statement  shall  be  required  to be sent by the  Owner
Trustee if and for so long as the Seller is the sole Certificateholder.

     (c)  If  any  withholding  tax  is  imposed  on  the  Trust's  payment  (or
allocations of income) to a Certificateholder,  such tax shall reduce the amount
otherwise distributable to the Certificateholder in accordance with this Section
5.2;  provided  that the Owner  Trustee shall not have an obligation to withhold
any such amount if and for so long as the Seller is the sole  Certificateholder.
The Owner  Trustee is hereby  authorized  and  directed to retain  from  amounts
otherwise  distributable  to the  Certificateholders  sufficient  funds  for the
payment  of any tax that is legally  owed by the Trust  (but such  authorization
shall not prevent the Owner Trustee from  contesting any such tax in appropriate
proceedings  and withholding  payment of such tax, if permitted by law,  pending
the outcome of such proceedings). The amount of any withholding tax imposed with
respect to a  Certificateholder  shall be treated  as cash  distributed  to such
Certificateholder  at the time it is withheld  by the Trust and  remitted to the
appropriate taxing authority.  If there is a possibility that withholding tax is
payable with respect to a  distribution  (such as a  distribution  to a non-U.S.
Certificateholder),  the Owner Trustee may in its sole discretion  withhold such
amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to
apply  for a  refund  of any such  withholding  tax,  the  Owner  Trustee  shall
reasonably cooperate with such Certificateholder in making such claim so long as
such   Certificateholder   agrees  to  reimburse   the  Owner  Trustee  for  any
out-of-pocket expenses incurred.

     (d) If the Indenture Trustee holds escheated funds for payment to the Trust
pursuant to Section  3.3(e) of the  Indenture,  the Owner  Trustee  shall,  upon
notice from the Indenture Trustee that such funds exist, submit on behalf of the
Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the
Indenture instructing the Indenture Trustee to pay such funds to or at the order
of the Seller.

     Section 5.3 Method of  Payment.  Subject to Section  7.1(c),  distributions
required to be made to Certificateholders on any Distribution Date shall be made
to each  Certificateholder  of record  on the  related  Record  Date (i) by wire
transfer,  in immediately  available  funds,  to the account of such Holder at a
bank  or  other  entity  having  appropriate  facilities  therefor,  if (x)  the

                                       12
<page>

Certificates are Definitive Certificates,  and such Certificateholder shall have
provided to the Certificate  Registrar appropriate written instructions at least
five Business Days prior to such Record Date and the distribution required to be
made to such  Holder  on such  Distribution  Date  exceeds  $100,000  or (y) the
Certificates are Book-Entry Certificates,  or, (ii) if neither clause (i)(x) nor
clause (i)(y) is applicable,  by check mailed to such  Certificateholder  at the
address of such Certificateholder appearing in the Certificate Register.

     Section 5.4 Accounting and Reports to the Certificateholders,  the Internal
Revenue  Service and Others.  The Owner Trustee  shall  maintain (or cause to be
maintained)  the  books of the Trust on a  calendar  year  basis on the  accrual
method of accounting,  deliver to each Certificateholder,  as may be required by
the Code and applicable Treasury  Regulations or otherwise,  such information as
may be required to enable each  Certificateholder  to prepare its federal income
tax return,  file such tax returns relating to the Trust and make such elections
as may from time to time be required or appropriate  under any applicable  state
or federal  statute  or rule or  regulation  thereunder  so as to  maintain  the
Trust's  characterization  as an entity  described in clause (i) of Section 2.11
for  federal  income tax  purposes,  cause such tax  returns to be signed in the
manner  required by law and collect or cause to be collected any withholding tax
as described in and in accordance  with Section 5.2(c) with respect to income or
distributions  to  Certificateholders.  In the event that the  Internal  Revenue
Service were to contend  successfully  that the Trust is not a grantor trust but
is rather a  partnership  for  federal  income  tax  purposes,  the Trust  shall
allocate items of income,  gain, deduction and loss to the partners of the Trust
in  accordance  with their  economic  interests  in the Trust.  With  respect to
interest   expense   of  the   Trust,   the   Trust   shall   allocate   to  the
Certificateholders their share of the entire amount of such interest expense.

     Section 5.5  Signature  on Returns;  Other Tax Matters.  The Owner  Trustee
shall sign on behalf of the Trust any and all tax  returns of the Trust,  unless
applicable law requires a  Certificateholder  to sign such  documents,  in which
case such  documents  shall be signed by the  Seller.  To the  extent one may be
required, the Seller shall be the "tax matters partner" of the Trust pursuant to
the Code.
<page>
                                   ARTICLE VI
                                THE OWNER TRUSTEE

Section 6.1       Duties of Owner Trustee.

     (a) The Owner  Trustee  undertakes  to perform such  duties,  and only such
duties,  as are  specifically  set forth in this  Agreement  and the other Basic
Documents,  including  the  administration  of the Trust in the  interest of the
Certificateholders,  subject to the Basic  Documents and in accordance  with the
provisions of this Agreement.  No implied covenants or obligations shall be read
into this Agreement.

     (b)  Notwithstanding  the  foregoing,  the Owner Trustee shall be deemed to
have  discharged its duties and  responsibilities  hereunder and under the Basic
Documents  to the extent  the  Administrator  has  agreed in the  Administration
Agreement  to  perform  any act or to  discharge  any duty of the Owner  Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be liable
for the  default or failure of the  Administrator  to carry out its  obligations
under the Administration Agreement.

     (c) In the  absence  of bad  faith  on its  part,  the  Owner  Trustee  may
conclusively rely upon  certificates or opinions  furnished to the Owner Trustee
and conforming to the requirements of this Agreement in determining the truth of
the statements and the correctness of the opinions contained therein;  provided,
however,  that the Owner  Trustee  shall  have  examined  such  certificates  or
opinions so as to determine compliance of the same with the requirements of this
Agreement.

     (d) The  Owner  Trustee  may not be  relieved  from  liability  for its own
negligent  action,  its  own  negligent  failure  to  act  or  its  own  willful
misconduct, except that:

          (i) this Section  6.1(d) shall not limit the effect of Section  6.1(a)
     or (b);

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

          (iii) the Owner Trustee shall not be liable with respect to any action
     it  takes or omits to take in good  faith in  accordance  with a  direction
     received by it pursuant to Section 4.1, 4.2 or 6.4.

     (e) Subject to Sections 5.1 and 5.2,  monies  received by the Owner Trustee
hereunder need not be segregated in any manner except to the extent  required by
law or the Trust Sale and Servicing  Agreement  and may be deposited  under such
general  conditions as may be prescribed by law, and the Owner Trustee shall not
be liable for any interest thereon.

     (f) The Owner  Trustee  shall not take any action that (i) is  inconsistent
with the  purposes of the Trust set forth in Section  2.3 or (ii) would,  to the
actual  knowledge of a Responsible  Officer of the Owner Trustee,  result in the
Trust's becoming  taxable as a corporation for federal income tax purposes.  The
Certificateholders  shall not direct the Owner Trustee to take action that would
violate the provisions of this Section 6.1.

                                       14
<page>

     Section 6.2 Rights of Owner  Trustee.  The Owner Trustee is authorized  and
directed  to execute and deliver the Basic  Documents  and each  certificate  or
other document  attached as an exhibit to or contemplated by the Basic Documents
to which the Trust is to be a party, in such form as the Seller shall approve as
evidenced  conclusively by the Owner Trustee's execution thereof. In addition to
the foregoing,  the Owner Trustee is authorized,  but shall not be obligated, to
take all actions  required of the Trust  pursuant  to the Basic  Documents.  The
Owner Trustee is further authorized from time to time to take such action as the
Administrator  recommends  and  directs  in  writing  with  respect to the Basic
Documents.

     Section 6.3 Acceptance of Trusts and Duties.  Except as otherwise  provided
in this  Article VI, in  accepting  the trusts  hereby  created,  Bankers  Trust
(Delaware)  acts solely as Owner  Trustee  hereunder  and not in its  individual
capacity and all Persons having any claim against the Owner Trustee by reason of
the transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or  satisfaction  thereof.  The Owner
Trustee  accepts  the trusts  hereby  created  and agrees to perform  its duties
hereunder with respect to such trusts but only upon the terms of this Agreement.
The Owner  Trustee  also agrees to disburse all monies  actually  received by it
constituting  part of the  Owner  Trust  Estate  upon  the  terms  of the  Basic
Documents  and  this  Agreement.  The  Owner  Trustee  shall  not be  liable  or
accountable  hereunder  or under any  Basic  Document  under any  circumstances,
except for its own negligent action, its own negligent failure to act or its own
willful  misconduct or in the case of the  inaccuracy of any  representation  or
warranty  contained in Section 6.6 and expressly made by the Owner  Trustee.  In
particular,  but not by way of  limitation  (and subject to the  exceptions  set
forth in the preceding sentence):

     (a) the Owner Trustee shall at no time have any responsibility or liability
for, or with  respect  to, the  legality,  validity  and  enforceability  of any
Receivable,  or the perfection and priority of any security  interest created by
any Receivable in any Financed Vehicle or the maintenance of any such perfection
and  priority,  or for, or with respect to, the  sufficiency  of the Owner Trust
Estate  or  its  ability  to  generate  the  payments  to  be   distributed   to
Certificateholders  under this Agreement or to Noteholders  under the Indenture,
including,  without  limitation:  the existence,  condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence  and  contents  of any  Receivable  on any  computer  or other  record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment;  the completeness of any Receivable;  the performance or
enforcement of any Receivable; the compliance by the Seller or the Servicer with
any warranty or  representation  made under any Basic Document or in any related
document or the accuracy of any such warranty or representation or any action of
the  Administrator,  the Trustee or the Servicer or any subservicer taken in the
name of the Owner Trustee;

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

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

                                       15
<page>

Document,  if the Owner Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured or provided to it;

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

     (e) the Owner  Trustee  shall not be  responsible  for or in respect of and
makes no  representation  as to the validity or  sufficiency of any provision of
this  Agreement  other  than  as  explicitly  set  forth  herein  or for the due
execution  hereof  by  the  Seller  or for  the  form,  character,  genuineness,
sufficiency,  value or validity  of any of the Owner Trust  Estate or for, or in
respect of, the validity or sufficiency of the Basic  Documents,  the Notes, the
Certificates  (other than the certificate of authentication on the Certificates)
or of any Receivables or any related  documents,  and the Owner Trustee shall in
no event assume or incur any liability,  duty or obligation to any Noteholder or
to any Certificateholder, other than as expressly provided for herein and in the
Basic Documents;

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

     (g) the Owner  Trustee  shall be under no obligation to exercise any of the
rights or powers vested in it by this  Agreement,  or to  institute,  conduct or
defend any  litigation  under this Agreement or otherwise or in relation to this
Agreement or any Basic  Document,  at the request,  order or direction of any of
the Certificateholders, unless such Certificateholders have offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities  that may be incurred by the Owner Trustee  therein or thereby.  The
right of the Owner Trustee to perform any  discretionary  act enumerated in this
Agreement or in any Basic  Document  shall not be  construed as a duty,  and the
Owner Trustee shall not be answerable  for other than its  negligence or willful
misconduct in the performance of any such act.

<PAGE>


     Section 6.4 Action upon Instruction by Certificateholders.

     (a)  Subject  to  Section  4.4,  the   Certificateholders  may  by  written
instruction  direct the Owner  Trustee  in the  management  of the  Trust.  Such
direction  may  be  exercised  at  any  time  by  written   instruction  of  the
Certificateholders pursuant to Section 4.5.

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

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

     Section 6.5 Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders,  promptly  upon  receipt  of  a  written  request  therefor,
duplicates or copies of all reports, notices, requests,  demands,  certificates,
financial  statements and any other  instruments  furnished to the Owner Trustee
under the Basic Documents.

     Section 6.6  Representations  and  Warranties of Owner  Trustee.  The Owner
Trustee  hereby  represents  and warrants to the Seller,  for the benefit of the
Certificateholders, that:

     (a) It is a banking  corporation  duly organized,  validly  existing and in
good standing under the laws of the state of its incorporation. It has satisfied
the eligibility requirements set forth in Section 6.13.

     (b) It has full power,  authority  and legal right to execute,  deliver and
perform this  Agreement,  and has taken all  necessary  action to authorize  the
execution, delivery and performance by it of this Agreement.

     (c) The  execution,  delivery and  performance  by it of this Agreement (i)
shall not violate any provision of any law or  regulation  governing the banking
and trust powers of the Owner Trustee or any order, writ,  judgment or decree of
any court,  arbitrator or governmental authority applicable to the Owner Trustee
or any of its  assets,  (ii) shall not violate any  provision  of the  corporate
charter or by-laws of the Owner Trustee or (iii) shall not violate any provision

                                       17
<page>

of, or constitute,  with or without notice or lapse of time, a default under, or
result in the creation or imposition of any lien on any  properties  included in
the Trust  pursuant to the  provisions  of any  mortgage,  indenture,  contract,
agreement or other undertaking to which it is a party, which violation,  default
or lien could reasonably be expected to have a materially  adverse effect on the
Owner  Trustee's  performance  or ability to perform its duties as Owner Trustee
under this Agreement or on the transactions contemplated in this Agreement.

     (d) This  Agreement  has been  duly  executed  and  delivered  by the Owner
Trustee and  constitutes  the legal,  valid and binding  agreement  of the Owner
Trustee,  enforceable in accordance with its terms, except as enforceability may
be limited by  bankruptcy,  insolvency,  reorganization,  or other  similar laws
affecting  the  enforcement  of  creditors'  rights in  general  and by  general
principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law.

     Section 6.7 Reliance; Advice of Counsel.

     (a) The Owner Trustee shall incur no liability to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report,  opinion,  bond or other  document or paper believed by it to be genuine
and  believed  by it to be signed by the proper  party or  parties  and need not
investigate  any fact or matter in any such  document.  The  Owner  Trustee  may
accept a  certified  copy of a  resolution  of the board of  directors  or other
governing  body  of  any  corporate  party  as  conclusive  evidence  that  such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not  specifically  prescribed  herein,  the Owner  Trustee may for all  purposes
hereof rely on a  certificate,  signed by the president or any vice president or
by the treasurer or other authorized  officers of the relevant party, as to such
fact or matter,  and such  certificate  shall  constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

     (b) In the exercise or  administration  of the trusts  hereunder and in the
performance  of its duties and  obligations  under this  Agreement  or the Basic
Documents, the Owner Trustee: may act directly or through its agents, attorneys,
custodians  or  nominees  (including  the  granting  of a power of  attorney  to
officers of Bankers  Trust  Company to execute and deliver any Basic  Documents,
Certificate,  Note or other  documents  related  thereto  on behalf of the Owner
Trustee)  pursuant to  agreements  entered into with any of them,  and the Owner
Trustee  shall not be liable  for the  conduct  or  misconduct  of such  agents,
attorneys,  custodians  or nominees if such  agents,  attorneys,  custodians  or
nominees shall have been selected by the Owner Trustee with reasonable care; and
may consult with  counsel,  accountants  and other skilled  professionals  to be
selected with reasonable care and employed by it. The Owner Trustee shall not be
liable for anything done,  suffered or omitted in good faith by it in accordance
with the  opinion  or  advice of any such  counsel,  accountants  or other  such
Persons and not contrary to this Agreement or any Basic Document.

     Section 6.8 Owner  Trustee May Own  Certificates  and Notes.  Bankers Trust
(Delaware)  or any  successor  Owner  Trustee  in its  individual  or any  other
capacity may become the owner or pledgee of  Certificates  or Notes and may deal

                                       18
<page>

with the Seller,  the  Administrator,  the Indenture Trustee and the Servicer in
transactions  in the  same  manner  as it would  have if it were  not the  Owner
Trustee.

     Section 6.9 Compensation and Indemnity.  The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed
upon before the date hereof between the Servicer and the Owner Trustee,  and the
Owner Trustee, any paying agent,  registrar,  authenticating agent or co-trustee
shall be entitled to be  reimbursed  by the  Servicer  for its other  reasonable
expenses  hereunder,   including  the  reasonable  compensation,   expenses  and
disbursements of such agents, custodians, nominees, representatives, experts and
external counsel as the Owner Trustee may employ in connection with the exercise
and  performance  of its rights and its duties  hereunder.  The  Servicer  shall
indemnify the Owner Trustee, any paying agent,  registrar,  authenticating agent
or co-trustee  and its  successors,  assigns,  agents and servants in accordance
with the  provisions of Section 6.01 of the Trust Sale and Servicing  Agreement.
The  indemnities  contained in this Section 6.9 shall survive the resignation or
termination  of the Owner  Trustee or the  termination  of this  Agreement.  Any
amounts  paid to the Owner  Trustee  pursuant to this Article VI shall be deemed
not to be a part of the Owner Trust Estate immediately after such payment.

     Section 6.10 Replacement of Owner Trustee.

     (a) The  Owner  Trustee  may give  notice of its  intent  to resign  and be
discharged  from the  trusts  hereby  created  by giving  notice  thereof to the
Administrator provided that no such resignation shall become effective,  and the
Owner Trustee shall not resign,  prior to the time set forth in Section 6.10(c).
If no successor  Owner  Trustee  shall have been  appointed  pursuant to Section
6.10(b) and have  accepted such  appointment  within 30 days after the giving of
such  notice,  the Owner  Trustee  giving such notice may  petition any court of
competent  jurisdiction  for the appointment of a successor  Owner Trustee.  The
Administrator shall remove the Owner Trustee if:

          (i) the Owner Trustee  shall cease to be eligible in  accordance  with
     the  provisions  of  Section  6.13 and shall fail to resign  after  written
     request therefor by the Administrator;

          (ii) the Owner Trustee shall be adjudged bankrupt or insolvent;

          (iii) a receiver or other  public  officer  shall be appointed or take
     charge or control of the Owner  Trustee or of its  property  or affairs for
     the purpose of rehabilitation, conservation or liquidation; or

          (iv) the Owner Trustee shall otherwise be incapable of acting.

     (b) If the Owner Trustee gives notice of its intent to resign or is removed
or if a  vacancy  exists in the  office  of Owner  Trustee  for any  reason  the
Administrator  shall  promptly  appoint a  successor  Owner  Trustee  by written
instrument, in duplicate (one copy of which instrument shall be delivered to the
outgoing  Owner Trustee so removed and one copy to the successor  Owner Trustee)
and shall pay all fees owed to the outgoing Owner Trustee.


                                       19
<page>

     (c) Any  resignation  or removal of the Owner Trustee and  appointment of a
successor  Owner Trustee  pursuant to any of the provisions of this Section 6.10
shall  not  become  effective  and no such  resignation  shall be deemed to have
occurred until a written acceptance of appointment is delivered by the successor
Owner Trustee to the outgoing Owner Trustee and the  Administrator  and all fees
and expenses due to the outgoing  Owner Trustee are paid.  Any  successor  Owner
Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such
capacity in  accordance  with Section 6.13 and,  following  compliance  with the
preceding  sentence,  shall  become  fully  vested with all the rights,  powers,
duties and obligations of its predecessor under this Agreement, with like effect
as if originally named as Owner Trustee.  The Administrator shall provide notice
of such  resignation  or  removal  of the Owner  Trustee  to each of the  Rating
Agencies.

     (d) The  predecessor  Owner  Trustee  shall  upon  payment  of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement.  The  Administrator  and the predecessor
Owner  Trustee  shall  execute and deliver  such  instruments  and do such other
things  as may  reasonably  be  required  for fully and  certainly  vesting  and
confirming in the successor  Owner Trustee all such rights,  powers,  duties and
obligations.

     (e) Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 6.10, the Administrator  shall mail notice of the successor of such
Owner Trustee to all Certificateholders,  the Indenture Trustee, the Noteholders
and the Rating Agencies.

     Section  6.11 Merger or  Consolidation  of Owner  Trustee.  Any Person into
which the Owner  Trustee  may be merged  or  converted  or with  which it may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation  to which  the  Owner  Trustee  shall be a  party,  or any  Person
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee hereunder,  provided
such  Person  shall be  eligible  pursuant  to Section  6.13,  and  without  the
execution or filing of any  instrument  or any further act on the part of any of
the parties hereto; provided,  however, that the Owner Trustee shall mail notice
of such merger or consolidation to the Rating Agencies.

     Section 6.12 Appointment of Co-Trustee or Separate Trustee.

     (a)  Notwithstanding  any other provisions of this Agreement,  at any time,
for the purpose of meeting any legal  requirement of any  jurisdiction  in which
any part of the Owner Trust  Estate or any  Financed  Vehicle may at the time be
located,  the  Administrator  and the Owner Trustee acting jointly shall, at the
expense  of the  Servicer,  have the  power and  shall,  at the  expense  of the
Servicer,  execute and deliver all  instruments  to appoint one or more  Persons
approved  by the Owner  Trustee  to act as  co-trustee,  jointly  with the Owner
Trustee,  or as separate  trustee or  trustees,  of all or any part of the Owner
Trust  Estate,  and to vest in such  Person (in the name of the Trust and not in
such Person's name for the Trust,  except to the extent  otherwise  required by,
and in accordance with, Section 2.8), in such capacity, such title to the Trust,
or any part thereof,  and, subject to the other provisions of this Section 6.12,
such powers, duties, obligations, rights and trusts as the Administrator and the
Owner Trustee may consider  necessary or desirable.  If the Administrator  shall
not have joined in such appointment  within 15 days after the receipt by it of a
request  so to do,  the Owner  Trustee  alone  shall have the power to make such

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<page>

appointment.  No co-trustee or separate  trustee under this  Agreement  shall be
required to meet the terms of  eligibility  as a successor  trustee  pursuant to
Section  6.13 and no notice of the  appointment  of any  co-trustee  or separate
trustee shall be required pursuant to Section 6.10.

     (b) Each separate trustee and co-trustee  shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

          (i) all rights,  powers,  duties and obligations  conferred or imposed
     upon the Owner Trustee  shall be conferred  upon and exercised or performed
     by the Owner  Trustee and such separate  trustee or co-trustee  jointly (it
     being understood that such separate trustee or co-trustee is not authorized
     to act separately without the Owner Trustee joining in such act), except to
     the extent that under any law of any  jurisdiction  in which any particular
     act or acts are to be performed,  the Owner Trustee shall be incompetent or
     unqualified  to  perform  such act or acts,  in which  event  such  rights,
     powers, duties and obligations (including the holding of title to the Trust
     or any portion  thereof in any such  jurisdiction)  shall be exercised  and
     performed singly by such separate trustee or co-trustee,  but solely at the
     direction of the Owner Trustee;

          (ii) no trustee under this  Agreement  shall be  personally  liable by
     reason of any act or omission of any other  trustee  under this  Agreement;
     and

          (iii) the  Administrator  and the Owner Trustee  acting jointly may at
     any time  accept  the  resignation  of or remove  any  separate  trustee or
     co-trustee.

     (c) Any notice,  request or other  writing given to the Owner Trustee shall
be  deemed  to have  been  given  to  each of the  then  separate  trustees  and
co-trustees,  as  effectively  as if  given to each of  them.  Every  instrument
appointing any separate  trustee or co-trustee shall refer to this Agreement and
the conditions of this Article.  Each separate trustee and co-trustee,  upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified  in its  instrument  of  appointment,  either  jointly  with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this  Agreement,  specifically  including  every  provision of this Agreement
relating to the conduct of, affecting the liability of, or affording  protection
to,  the Owner  Trustee.  Each  such  instrument  shall be filed  with the Owner
Trustee and a copy thereof given to the Administrator.

     (d) Any separate  trustee or  co-trustee  may at any time appoint the Owner
Trustee as its agent or attorney-in-fact  with full power and authority,  to the
extent not  prohibited  by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.  If any separate  trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Owner Trustee,  to the extent permitted by law, without the appointment of a new
or successor trustee.

     Section 6.13 Eligibility  Requirements for Owner Trustee. The Owner Trustee
shall at all times satisfy the requirement of Section 26(a)(1) of the Investment
Company  Act.  The  Owner  Trustee  shall  at all  times:  (a) be a  corporation
satisfying the provisions of Section 3807(a) of the Business Trust Statute;  (b)
be authorized to exercise  corporate trust powers;  (c) have a combined  capital

                                       21
<page>

and surplus of at least $50,000,000 and be subject to supervision or examination
by federal  or state  authorities;  and (d) have (or have a parent  which has) a
long-term  unsecured  debt rating of at least BBB- by Standard & Poor's  Ratings
Services  and  at  least  Baa3  by  Moody's  Investors  Service,  Inc.  If  such
corporation  shall publish reports of condition at least  annually,  pursuant to
law or to the requirements of the aforesaid  supervising or examining authority,
then for the purpose of this Section 6.13,  the combined  capital and surplus of
such  corporation  shall be deemed to be its combined capital and surplus as set
forth in its most recent  report of condition so  published.  If at any time the
Owner Trustee shall cease to be eligible in  accordance  with the  provisions of
this Section 6.13, the Owner Trustee shall resign  immediately in the manner and
with the effect specified in Section 6.10.

                                  ARTICLE VII
                         TERMINATION OF TRUST AGREEMENT

     Section 7.1 Termination of Trust Agreement.

     (a) This Agreement  (other than Section 6.9) and the Trust shall  terminate
in  accordance  with  Section 3808 of the  Business  Trust  Statute and be of no
further  force or effect on the final  distribution  by the Owner Trustee of all
monies or other  property or proceeds  of the Owner Trust  Estate in  accordance
with  the  terms of the  Indenture,  the  Trust  Sale  and  Servicing  Agreement
(including  the  exercise  by  the  Servicer  of  its  option  to  purchase  the
Receivables  pursuant  to  Section  8.01(a)  of the  Trust  Sale  and  Servicing
Agreement), the Interest Rate Swaps and Article V. The bankruptcy,  liquidation,
dissolution,  death or incapacity of any Certificateholder shall not (x) operate
to terminate this Agreement or the Trust,  (y) entitle such  Certificateholder's
legal  representatives  or heirs to claim an accounting or to take any action or
proceeding  in any court for a partition or winding up of all or any part of the
Trust or the Owner Trust Estate or (z) otherwise affect the rights,  obligations
and liabilities of the parties hereto.

     (b)  Neither  the Seller nor any  Certificateholder  shall be  entitled  to
revoke or terminate the Trust or this Agreement.

     (c)  Subject to Section  5.2(a),  notice of any  termination  of the Trust,
specifying  the  Distribution  Date  upon  which  the  Certificateholders  shall
surrender  their  Certificates  to the  Paying  Agent for  payment  of the final
distribution and cancellation,  shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of such
termination  from the Servicer  given  pursuant to Section  8.01(c) of the Trust
Sale and Servicing  Agreement,  stating:  (i) the Distribution Date upon or with
respect  to  which  final  payment  of  the  Certificates  shall  be  made  upon
presentation and surrender of the Certificates at the office of the Paying Agent
therein  designated;  (ii) the amount of any such final payment;  and (iii) that
the  Record  Date  otherwise   applicable  to  such  Distribution  Date  is  not
applicable,  payments  being made only upon  presentation  and  surrender of the
Certificates  at the office of the Paying  Agent  therein  specified.  The Owner
Trustee shall give such notice to the  Certificate  Registrar (if other than the
Owner  Trustee)  and the  Paying  Agent  at the  time  such  notice  is given to
Certificateholders.  Upon  presentation and surrender of the  Certificates,  the
Paying  Agent  shall  cause  to be  distributed  to  Certificateholders  amounts
distributable on such Distribution Date pursuant to Section 5.2.

                                       22
<page>

     (d) If all of the Certificateholders shall not surrender their Certificates
for  cancellation  within six months  after the date  specified  in the  written
notice  referred to in Section  7.1(c),  the Owner  Trustee  shall give a second
written  notice  to  the  remaining   Certificateholders   to  surrender   their
Certificates for cancellation  and receive the final  distribution  with respect
thereto.  If within one year after the second notice all the Certificates  shall
not  have  been  surrendered  for  cancellation,  the  Owner  Trustee  may  take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost  thereof  shall be paid out of the funds and other  assets  that  shall
remain  subject to this  Agreement.  Subject to applicable  laws with respect to
escheat of funds,  any funds  remaining  in the Trust after  exhaustion  of such
remedies in the preceding  sentence  shall be deemed  property of the Seller and
distributed by the Owner Trustee to the Seller, and the Owner Trustee shall have
no further liability to the Certificateholders with respect thereto.

     (e) Upon the winding up and  termination  of the Trust in  accordance  with
Section 3808 of the Business  Trust Statute and this Section,  the Owner Trustee
shall cause the  Certificate  of Trust to be canceled by filing a certificate of
cancellation  with the Secretary of State in accordance  with the  provisions of
Section 3810 of the Business Trust Statute.

                                  ARTICLE VIII
                                   AMENDMENTS

     Section  8.1   Amendments   Without   Consent  of   Certificateholders   or
Noteholders.  This  Agreement may be amended by the Seller and the Owner Trustee
without the consent of any of the  Noteholders  or the  Certificateholders  (but
with prior notice to each of the Rating  Agencies),  to (i) cure any  ambiguity,
(ii) correct or supplement any provision in this Agreement that may be defective
or  inconsistent  with any other  provision in this Agreement or any other Basic
Document,  (iii) add or supplement any credit enhancement for the benefit of the
Noteholders or the Certificateholders  (provided that if any such addition shall
affect any class of Noteholders or Certificateholders differently than any other
class of  Noteholders  or  Certificateholders,  then such addition shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any class of the Noteholders or the  Certificateholders),  (iv) add
to the  covenants,  restrictions  or  obligations  of the  Seller  or the  Owner
Trustee,  (v) evidence and provide for the  acceptance of the  appointment  of a
successor  trustee  with  respect to the Owner Trust Estate and add to or change
any  provisions as shall be necessary to facilitate  the  administration  of the
trusts  hereunder by more than one trustee pursuant to Article VI, and (vi) add,
change or eliminate  any other  provision  of this  Agreement in any manner that
shall  not,  as  evidenced  by an Opinion of  Counsel,  adversely  affect in any
material respect the interests of the Noteholders or the Certificateholders.

     Section 8.2 Amendments With Consent of Certificateholders  and Noteholders.
This  Agreement  may be  amended  from time to time by the  Seller and the Owner
Trustee  with the consent of  Noteholders  whose Notes  evidence not less than a
majority of the Outstanding Amount of the Notes as of the close of the preceding
Distribution  Date and the  consent  of  Certificateholders  whose  Certificates
evidence not less than a majority of the Voting Interests as of the close of the
preceding  Distribution  Date (which  consent,  whether  given  pursuant to this
Section 8.2 or  pursuant  to any other  provision  of this  Agreement,  shall be
conclusive and binding on such Person and on all future holders of such Notes or

                                       23
<page>

Certificates  and of any Notes or Certificates  issued upon the transfer thereof
or in  exchange  thereof  or in lieu  thereof  whether or not  notation  of such
consent is made upon the Notes or  Certificates)  for the  purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Agreement,  or of modifying in any manner the rights of the Noteholders or
the  Certificateholders;  provided,  however,  that no such amendment  shall (a)
increase  or reduce in any  manner the  amount  of, or  accelerate  or delay the
timing of, collections of payments on Receivables or distributions that shall be
required to be made on any Note or  Certificate,  the Pass  Through  Rate or the
Specified  Reserve  Account  Balance  or (b)  reduce  the  aforesaid  percentage
required to consent to any such amendment, without the consent of the holders of
all Notes and all of the Voting  Interests  with  respect to  Certificates  then
outstanding.  The Owner  Trustee  shall  furnish  notice  to each of the  Rating
Agencies prior to obtaining consent to any proposed amendment under this Section
8.2.

     Section 8.3 Form of Amendments.

     (a) Promptly  after the execution of any  amendment,  supplement or consent
pursuant  to  Section  8.1 or 8.2,  the  Owner  Trustee  shall  furnish  written
notification   of  the   substance   of  such   amendment  or  consent  to  each
Certificateholder and the Indenture Trustee.

     (b) It shall not be necessary  for the consent of  Certificateholders,  the
Noteholders  or the  Indenture  Trustee  pursuant  to Section 8.2 to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent  shall approve the  substance  thereof.  The manner of obtaining
such consents (and any other consents of Certificateholders provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Certificateholders  shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

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

     (d)  Prior to the  execution  of any  amendment  to this  Agreement  or the
Certificate  of Trust,  the Owner  Trustee  shall be  entitled  to  receive  and
conclusively  rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this  Agreement.  The Owner Trustee may,
but shall not be obligated to, enter into any such  amendment  which affects the
Owner  Trustee's  own  rights,  duties or  immunities  under this  Agreement  or
otherwise.

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.1 No Legal Title to Owner Trust  Estate.  The  Certificateholders
shall  not  have  legal  title  to any  part  of the  Owner  Trust  Estate.  The
Certificateholders  shall be entitled to receive  distributions  with respect to
their undivided  ownership  interest  therein only in accordance with Articles V
and VII. No transfer, by operation of law or otherwise, of any right, title, and
interest of the  Certificateholders  to and in their  ownership  interest in the
Owner Trust  Estate  shall  operate to  terminate  this  Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

                                       24
<page>

     Section 9.2  Limitations on Rights of Others.  Except for Section 9.13, the
provisions of this  Agreement  are solely for the benefit of the Owner  Trustee,
the  Seller,  the  Certificateholders,  the  Administrator  and,  to the  extent
expressly  provided  herein,  the  Indenture  Trustee and the  Noteholders,  and
nothing in this  Agreement,  whether  express or implied,  shall be construed to
give to any other  Person any legal or equitable  right,  remedy or claim in the
Owner Trust Estate or under or in respect of this  Agreement  or any  covenants,
conditions or provisions contained herein.

     Section 9.3  Derivative  Actions.  Any  provision  contained  herein to the
contrary  notwithstanding,  the  right  of any  Certificate  Owner  to  bring  a
derivative  action in the right of the Trust is hereby made expressly subject to
the following limitations and requirements:

     (a) such  Certificate  Owner  must meet all  requirements  set forth in the
Business Trust Statute; and

     (b) no Certificate  Owner may bring a derivative action in the right of the
Trust without the prior written  consent of Certificate  Owners  owning,  in the
aggregate,  a beneficial  interest in Certificates  representing 50% of the then
outstanding Certificate Balance.

     Section 9.4 Notices. All demands, notices and communications upon or to the
Seller,  the  Servicer,  the  Administrator,  the Indenture  Trustee,  the Owner
Trustee or the  Rating  Agencies  under this  Agreement  shall be  delivered  as
specified in Appendix B to the Trust Sale and Servicing Agreement.

     Section 9.5 Severability. If any one or more of the covenants,  agreements,
provisions or terms of this Agreement  shall be for any reason  whatsoever  held
invalid,  then such covenants,  agreements,  provisions or terms shall be deemed
severable from the remaining covenants, agreements,  provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the holders
thereof.

     Section 9.6  Counterparts.  This  Agreement  may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute one
and the same instrument.

     Section 9.7 Successors and Assigns.  All covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, the Seller, the Owner
Trustee and each Certificateholder and their respective successors and permitted
assigns, all as herein provided. Any request, notice, direction, consent, waiver
or other instrument or action by a  Certificateholder  shall bind the successors
and assigns of such Certificateholder.

     Section 9.8 No Petition. The Owner Trustee by entering this Trust Agreement
and each  Certificateholder or Certificate Owner, by accepting a Certificate (or
interest  therein) issued  hereunder,  hereby covenant and agree that they shall
not (nor shall they join with or solicit  another  person to),  prior to the day
that is one year and one day  after  the  termination  of the  Trust and of each
other trust heretofore  formed by the Seller,  acquiesce,  petition or otherwise
invoke  or cause the  Seller  or the Trust to invoke in any court or  government
authority  for the purpose of commencing or sustaining a case against the Seller

                                       25
<page>

or the Trust under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Trust or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Seller
or the Trust.

     Section 9.9 No Recourse.  Each Certificateholder by accepting a Certificate
(or any  interest  therein)  acknowledges  that such  Person's  Certificate  (or
interest therein) represents beneficial interests in the Trust only and does not
represent  interests  in  or  obligations  of  the  Seller,  the  Servicer,  the
Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof
and no recourse, either directly or indirectly,  may be had against such parties
or their assets,  except as may be expressly set forth or  contemplated  in this
Agreement, the Certificates or the Basic Documents. Except as expressly provided
in the Basic Documents, none of the Seller, the Servicer or the Owner Trustee in
their respective  individual  capacities,  or any of their respective  partners,
beneficiaries,  agents, officers, directors, employees or successors or assigns,
shall be personally  liable for, or shall recourse be had to any of them for the
distribution  of any amount  with  respect to the  Certificates  or the  Trust's
performance  of, or omission to perform,  any  obligations  or  indemnifications
contained in the Certificates,  this Agreement or the Basic Documents,  it being
expressly  understood  that such  Certificateholder  obligations  have been made
solely by the Trust. Each  Certificateholder  by the acceptance of a Certificate
(or  beneficial  interest  therein)  agrees except as expressly  provided in the
Basic  Documents,  in the event of nonpayment of any amounts with respect to the
Certificates,  it shall have no claim against any of the  foregoing  Persons for
any deficiency,  loss or claim therefrom. In the event that any of the foregoing
covenants of each  Certificateholder  and Certificate Owner is prohibited by, or
declared illegal or otherwise  unenforceable against any such  Certificateholder
or Certificate  Owner under  applicable  law by any court or other  authority of
competent  jurisdiction,  and, as a result, a  Certificateholder  or Certificate
Owner is deemed to have an interest in any assets of the Seller or any Affiliate
of the Seller other than the Trust ("other assets"),  each Certificateholder and
Certificate  Owner agrees that (i) its claim against any such other assets shall
be, and hereby is,  subject  and  subordinate  in all  respects to the rights of
other  Persons to whom rights in the other  assets have been  expressly  granted
("entitled  Persons"),  including to the payment in full of all amounts owing to
such entitled  Persons,  and (ii) the covenant set forth in the preceding clause
(i) constitutes a "subordination  agreement"  within the meaning of, and subject
to, Section 510(a) of the Bankruptcy Code.

     Section 9.10  Headings.  The headings of the various  Articles and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.

     Section 9.11 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS,  AND THE OBLIGATIONS,  RIGHTS AND REMEDIES OF THE PARTIES  HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.12      [Reserved]

                                       26
<page>

     Section 9.13  Indemnification  by and  Reimbursement  of the Servicer.  The
Owner  Trustee  acknowledges  and agrees to  reimburse  (i) the Servicer and its
directors,  officers, employees and agents in accordance with Section 6.03(b) of
the Trust Sale and Servicing  Agreement  and (ii) the Seller and its  directors,
officers, employees and agents in accordance with Section 3.04 of the Trust Sale
and Servicing Agreement.  The Owner Trustee further acknowledges and accepts the
conditions  and  limitations  with  respect  to  the  Servicer's  obligation  to
indemnify,  defend and hold the Owner  Trustee  harmless as set forth in Section
6.01(a)(iv) of the Trust Sale and Servicing Agreement.

     Section 9.14 Effect of Amendment and  Restatement.  It is the intent of the
parties hereto that this Trust Agreement  shall as of January 24, 2002,  replace
in its entirety the Original Trust Agreement; provided, that with respect to the
period of time from  January 16, 2002 through  January 24, 2002,  the rights and
obligations  of the parties shall be governed by the Original  Trust  Agreement;
provided  further,  that the amendment  and  restatement  of the Original  Trust
Agreement  shall  not  affect  any  of  the  grants,  conveyances  or  transfers
contemplated  by the Original Trust Agreement to have occurred prior to the date
hereof.

                                    * * * * *


                                       27
<PAGE>

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

                            BANKERS TRUST (DELAWARE),
                            as Owner Trustee



                            By:  __________________________
                            Name:
                            Title:


                            CAPITAL AUTO RECEIVABLES, INC.



                            By:      R. L. STRAUB
                                 __________________________
                            Name:    R. L. Straub
                            Title:   Manager - Securitization

Acknowledged and Accepted:
BANKERS TRUST COMPANY
as Paying Agent



By:  __________________________
Name:
Title:



<PAGE>
                                                                       EXHIBIT A

NUMBER R-                                                         $_____________

                                                                  CUSIP  NO.____

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1

                         4.07% ASSET BACKED CERTIFICATE

                  evidencing a fractional  undivided  interest in the Trust,  as
                  defined below, the property of which includes a pool of retail
                  instalment sale contracts secured by new automobiles and light
                  trucks and sold to the Trust by Capital Auto Receivables, Inc.

                  (This  Certificate  does  not  represent  an  interest  in  or
                  obligation of Capital Auto Receivables,  Inc.,  General Motors
                  Acceptance Corporation or General Motors Corporation or any of
                  their respective affiliates, except to the extent described in
                  the Basic Documents.)

     THIS CERTIFIES THAT Capital Auto Receivables,  Inc. is the registered owner
of a nonassessable,  fully-paid,  fractional  undivided interest in Capital Auto
Receivables Asset Trust 2002-1 (the "Trust") formed by Capital Auto Receivables,
Inc., a Delaware corporation.

     The Trust was created  pursuant to a trust  agreement,  dated as of January
16,  2002 (as  amended  and  restated  as of January 24, 2002 and as amended and
supplemented from time to time, the "Trust  Agreement"),  between the Seller and
Bankers Trust (Delaware),  as owner trustee (the "Owner Trustee"),  a summary of
certain of the pertinent  provisions of which is set forth below.  To the extent
not  otherwise  defined  herein,  the  capitalized  terms used  herein  have the
meanings assigned to them in the Trust Agreement.

     This Certificate is one of the duly authorized  Certificates  designated as
"4.07% Asset Backed  Certificates"  (the  "Certificates").  This  Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement,  the terms of which are  incorporated  herein by reference and made a
part hereof,  to which Trust Agreement the holder of this  Certificate by virtue
of the acceptance hereof assents and by which such holder is bound.

     Under the Trust  Agreement,  there shall be  distributed on the 15th day of
each month or, if such 15th day is not a Business  Day, the next  Business  Day,
commencing on February 15, 2002 (each, a "Distribution  Date"), to the person in
whose name this Certificate is registered on the related Record Date (as defined
below), such Certificateholder's  fractional undivided interest in the amount of
interest  on  and  distributions  in  respect  of  Certificate   Balance  to  be
distributed to Certificateholders on such Distribution Date; provided,  however,
Certificateholders  shall not  receive  payments  in respect of the  Certificate
Balance  until all the  Notes  have been  paid (or  provided  for) in full.  The
"Record Date," with respect to any Distribution  Date, means the last day of the
preceding Monthly Period.

                                       1
<page>


     The  distributions  in respect of Certificate  Balance and interest on this
Certificate are payable in such coin or currency of the United States of America
as at the time of payment  is legal  tender  for  payment of public and  private
debts. All payments made by the Trust with respect to this Certificate  shall be
applied first to interest due and payable on this  Certificate as provided above
and then to the unpaid  distributions in respect of Certificate  Balance of this
Certificate.

     The holder of this  Certificate  acknowledges and agrees that its rights to
receive  distributions  in respect of this  Certificate are  subordinated to the
rights of the  Noteholders as and to the extent  described in the Trust Sale and
Servicing Agreement.

     It  is  the   intent   of  the   Seller,   the   Owner   Trustee   and  the
Certificateholders  that, for purposes of federal income, state and local income
and franchise  taxes,  Michigan  single business tax and any other taxes imposed
upon,  measured by or based upon gross or net income, the Trust shall be treated
as either  (A) a  division  of the  Seller,  or any  other  single  Person,  and
disregarded as a separate  entity,  if all  Certificates are owned solely by the
Seller or by such single Person,  or (B) a partnership if the  Certificates  are
owned by more than one  Person.  Except as  otherwise  required  by  appropriate
taxing authorities, the Seller and the other Certificateholders by acceptance of
a  Certificate  agree to  treat,  and to take no  action  inconsistent  with the
treatment  of, the  Certificates  for such tax  purposes as  interests in such a
disregarded entity or partnership as described in the previous sentence.

     Each  Certificateholder  or  Certificate  Owner  by  its  acceptance  of  a
Certificate   (or  an  interest   therein)   covenants   and  agrees  that  such
Certificateholder  shall  not,  prior to the date  which is one year and one day
after the termination of the Trust,  acquiesce,  petition or otherwise invoke or
cause the  Seller or the Owner  Trustee  to invoke  the  process of any court or
governmental  authority  for the  purpose of  commencing  or  sustaining  a case
against the Seller or the Owner Trustee  under any federal or state  bankruptcy,
insolvency,  reorganization or similar law or appointing a receiver, liquidator,
assignee,  trustee,  custodian,  sequestrator  or other similar  official of the
Seller or the Owner Trustee or any substantial part of its property, or ordering
the winding up or liquidation of the affairs of the Seller or the Owner Trustee.

     Except as otherwise provided in the Trust Agreement,  distributions on this
Certificate  shall be made as  provided  in the  Trust  Agreement  by the  Owner
Trustee by wire transfer or check mailed to the  Certificateholder  of record in
the  Certificate   Register  without  the  presentation  or  surrender  of  this
Certificate  or the making of any notation  hereon,  except that with respect to
Certificates  registered  on the Record  Date in the name of the  nominee of the
Clearing Agency  (initially,  such nominee to be Cede & Co.),  payments shall be
made by wire transfer in immediately  available funds to the account  designated
by such  nominee.  Except  as  otherwise  provided  in the Trust  Agreement  and
notwithstanding  the above, the final  distribution on this Certificate shall be
made after due notice by the Owner Trustee of the pendency of such  distribution
and only upon  presentation  and  surrender  of this  Certificate  at the office
maintained  for such purpose by the Owner  Trustee in the Borough of  Manhattan,
the City of New York.

     Reference is hereby made to the further  provisions of this Certificate set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

                                       2
<page>

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

     THIS  CERTIFICATE  SHALL BE  CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE
STATE OF DELAWARE,  WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                       3
<PAGE>

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





      Dated: January 24, 2002 CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1
                              BANKERS TRUST (DELAWARE),
                              not in its individual capacity but solely as Owner
                              Trustee



                              By:        CHARLES C.GEITER
                                  ____________________________
                                  Name:  Charles C. Greiter
                                  Title: Attorney-in-Fact



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

<TABLE>
<CAPTION>


<S>     <C>    <C>    <C>    <C>    <C>    <C>
BANKERS TRUST (DELAWARE),                                 BANKERS TRUST (DELAWARE),
not in its individual capacity but solely      OR         not in its individual capacity but solely
as Owner Trustee                                          as Owner Trustee
                                                          by Bankers Trust Company,
                                                          as Authenticating Agent


By: CHARLES C. GREITER                                 By: CHARLES C. GREITER
    ________________________                               ____________________________
Name: Charles C. Greiter                                  Name: Charles C. Greiter
Title: Attorney-in-Fact                                   Title: Attorney-in-Fact
</TABLE>





<PAGE>

                             REVERSE OF CERTIFICATE

     The  Certificates do not represent an obligation of, or an interest in, the
Seller, the Servicer,  General Motors  Corporation,  the Indenture Trustee,  the
Owner  Trustee  or any  affiliates  of any of them  and no  recourse  may be had
against such parties or their  assets,  except as may be expressly  set forth or
contemplated  herein  or in the  Trust  Agreement  or the  Basic  Documents.  In
addition,  this  Certificate  is not  guaranteed by any  governmental  agency or
instrumentality  and is limited in right of payment to certain  collections  and
recoveries with respect to the Receivables  (and certain other amounts),  all as
more specifically set forth herein and in the Trust Agreement and the Trust Sale
and  Servicing  Agreement.  A copy of  each  of the  Trust  Sale  and  Servicing
Agreement and the Trust  Agreement may be examined  during normal business hours
at the  principal  office  of the  Seller,  and at such  other  places,  if any,
designated by the Seller, by any Certificateholder upon written request.

     The Trust Agreement permits, with certain exceptions therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Seller and the rights of the Certificateholders under the Trust Agreement at any
time by the Seller and the Owner  Trustee with the consent of the Holders of the
Notes evidencing not less than a majority of the Outstanding Amount of the Notes
as of  the  close  of  the  preceding  Distribution  Date  and  the  consent  of
Certificateholders  whose Certificates  evidence not less than a majority of the
Voting  Interests as of the close of the preceding  Distribution  Date. Any such
consent by the Holder of this  Certificate  shall be  conclusive  and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not  notation  of such  consent  is made  upon  this  Certificate.  The Trust
Agreement also permits the amendment thereof, in certain circumstances,  without
the consent of the Holders of any of the Certificates or the Notes.

     As  provided  in the Trust  Agreement  and  subject to certain  limitations
therein set forth,  the  transfer of this  Certificate  is  registerable  in the
Certificate  Register upon surrender of this  Certificate  for  registration  of
transfer at the offices or agencies of the Certificate  Registrar  maintained by
the Owner Trustee in the City of New York,  accompanied by a written  instrument
of  transfer  in form  satisfactory  to the Owner  Trustee  and the  Certificate
Registrar  duly  executed by the Holder  hereof or such  Holder's  attorney duly
authorized in writing,  and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be issued
to the designated transferee.  The initial Certificate Registrar appointed under
the Trust Agreement is Bankers Trust Company, New York, New York.

     The  Certificates  are issuable  only as  registered  Certificates  without
coupons in  denominations  of $20,000 or integral  multiples of $1,000 in excess
thereof; provided, however, that one Certificate may be issued in a denomination
that  includes  any  residual  amount.  As provided in the Trust  Agreement  and
subject to certain limitations therein set forth,  Certificates are exchangeable
for new Certificates of authorized  denominations  evidencing the same aggregate
denomination,  as  requested  by the  Holder  surrendering  the same;  provided,
however, that no Certificate may be subdivided such that the denomination of any
resulting  Certificate is less than $20,000. No service charge shall be made for
any such  registration  of transfer or  exchange,  but the Owner  Trustee or the
Certificate  Registrar may require  payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.


                                       1
<PAGE>

     The Owner  Trustee,  the  Certificate  Registrar and any agent of the Owner
Trustee  or the  Certificate  Registrar  may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes,  and none of the
Owner Trustee, the Certificate  Registrar or any such agent shall be affected by
any notice to the contrary.

     The obligations and responsibilities created by the Trust Agreement and the
Trust  created  thereby shall  terminate in  accordance  with Article VII of the
Trust Agreement.


                                       2
<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

the within Certificate, and all rights thereunder, hereby irrevocably

constituting and appointing

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

Dated:                               _____________________________*
                                     Signature Guaranteed:





                                     _____________________________*



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

<PAGE>

                                                                       EXHIBIT B

                             CERTIFICATE OF TRUST OF
                   CAPITAL AUTO RECEIVABLES ASSET TRUST 2002-1


     THIS  Certificate of Trust of Capital Auto  Receivables  Asset Trust 2002-1
(the "Trust") is being duly executed and filed by the  undersigned,  as trustee,
to form a  business  trust  under  the  Delaware  Business  Trust  Act (12  Del.
C.ss.3801 et seq.) (the "Act").

     1. Name.  The name of the  business  trust  formed  hereby is Capital  Auto
Receivables Asset Trust 2002-1.

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust in the State of Delaware are Bankers Trust  (Delaware),  E.A.  Delle Donne
Corporate Center,  Montgomery Building,  1011 Centre Road, Wilmington,  Delaware
19805-1266.

     3. This Certificate of Trust shall be effective on January __, 2002.

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

                            BANKERS TRUST (DELAWARE), not in its
                            individual capacity but solely as Owner Trustee


                            By: ____________________________________
                            Name:
                            Title: