EXECUTION COPY


                                 TRUST AGREEMENT


         TRUST AGREEMENT made as of the third day of May, 2002, by and between
Credit And Asset Repackaging Vehicle Corporation, as depositor (the
"Depositor"), and Wells Fargo Bank Minnesota, National Association, as trustee
(the "Trustee"), consisting of this agreement and Schedules I, II and III
attached hereto, which Schedules are made a part hereof and are hereinafter
referred to collectively as the "Terms Schedule". The terms of the Standard
Terms for Trust Agreements, dated September 5, 2001 (the "Standard Terms"),
agreed between the Depositor and the Trustee are, except to the extent otherwise
expressly specified herein, hereby incorporated by reference herein in their
entirety with the same force and effect as if set forth herein. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the Standard Terms. The words "herein", "hereof", "hereunder", "this
Trust Agreement" and other words of similar import refer to this agreement
including the Terms Schedule and the Standard Terms so incorporated by
reference.

         WHEREAS, the Depositor and the Trustee desire to establish the trust
identified in Schedule I attached hereto (the "Trust") for the primary purposes
of (i) holding the Securities, (ii) entering into the Swap Agreement with the
Swap Counterparty and (iii) issuing the Certificates;

         WHEREAS, the Depositor desires that the beneficial interests in the
Trust be divided into transferable fractional shares, such shares to be
represented by the Certificates;

         WHEREAS, the Depositor desires to appoint the Trustee as trustee of the
Trust and the Trustee desires to accept such appointment;

         WHEREAS, the Depositor desires to transfer to the Trust, without
recourse, and the Trust desires to acquire, all of the Depositor's right, title
and interest in, to and under the Securities (excluding the Retained Interest)
and other property, all as identified in Schedule II to the Trust Agreement (the
"Trust Property"); and

         WHEREAS, the Trust desires to acquire the Trust Property specified
herein in consideration for issuing Certificates having an initial Principal
Balance (or Notional Amount, as applicable) identified in Schedule I attached
hereto, subject to the terms and conditions specified in the Trust Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto hereby agree
as follows:

1. The Depositor hereby appoints the Trustee as trustee of the Trust and
requests the Trustee to receive (i) the Securities (excluding the Retained
Interest) and any related documents, (ii) the Swap Agreement, (iii) the Swap
Guarantee and (iv) the documents


<PAGE>


specified  in the Swap  Agreement  (in Part 3 of the Schedule to the ISDA Master
Agreement).

2. The Trustee hereby accepts the appointment referred to in Section 1 and
declares that it will hold the assets referred to in Section 1 and all other
assets comprising the Trust Property in trust, for the exclusive use and benefit
of all present and future Certificateholders and for the purposes and subject to
the terms and conditions set forth in the Trust Agreement.

3. The Trustee hereby agrees, as agent for and on behalf of the Depositor, to
prepare, deliver to the Depositor for signature, and file after receiving such
signature, each of the Exchange Act Reports referred to in Section 6.04(a)
(other than the current report or reports on Form 8-K to be filed in connection
with the execution and delivery of the Trust Agreement, the Swap Agreement, the
Swap Guarantee), within such time periods (and, if applicable, in such
circumstances) prescribed therefor by the Commission under the Exchange Act. In
this connection, the Depositor agrees to furnish the Trustee with such
information not otherwise available to the Trustee as may be required to
prepare, deliver or file any of the Exchange Act Reports in accordance with the
immediately preceding sentence.

4. It is intended that the Trust be classified as a grantor trust for U.S.
federal income tax purposes and the Trustee hereby agrees, and each
Certificateholder by acquiring one or more Certificates agrees, to take no
action or reporting position that is inconsistent with such classification.
Furthermore, the Trustee hereby agrees, and each initial Certificateholder by
acquiring one or more Certificates agrees, (i) that, as of the Closing Date, the
Trustee shall make an election (an "Integration Election"), as agent for and on
behalf of such Certificateholder, pursuant to U.S. Treasury Regulations Section
1.1275-6 to integrate the Securities with the Swap Agreement for all U.S.
federal income tax purposes and (ii) to treat each Certificate purchased by an
initial Certificateholder as subject to the Integration Election for all U.S.
tax purposes.

5. Solely with respect to this Trust Agreement, the Trust and the Certificates
and for no other purpose, Section 9.01(c) of the Standard Terms is hereby
replaced by the following provision:

         "(c) any Security Redemption with respect to all Securities held by the
         Trust; provided that, for the avoidance of doubt, the dissolution of
         the Security Issuer following any distribution of the Junior
         Subordinated Debentures (as defined in the Terms Schedule) to the Trust
         and the other holders of Capital Securities (as defined in the Terms
         Schedule) shall not constitute a Trust Wind-Up Event;"

6. This Trust Agreement and each Certificate issued hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York.

         The Federal and State courts in the Borough of Manhattan in The City of
New York shall have non-exclusive jurisdiction in respect of any Proceeding
arising out of or relating to this Trust Agreement or any Certificate.


                                      -2-
<PAGE>


7. This Trust Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, each of the Depositor and the Trustee has caused this
instrument to be executed by its duly authorized officer as of the date first
written above.

                                            CREDIT AND ASSET REPACKAGING
                                            VEHICLE CORPORATION, as Depositor


                                            By:  /s/ Ram Sundaram
                                               ---------------------------------
                                               Name:  Ram Sundaram
                                               Title: President


                                            WELLS FARGO BANK MINNESOTA,
                                            NATIONAL ASSOCIATION, as Trustee on
                                            behalf of the Trust identified in
                                            Schedule I hereto, and not in its
                                            individual capacity


                                            By:  /s/ Joseph P. O'Donnell
                                               ---------------------------------
                                               Name:  Joseph P. O'Donnell
                                               Title: Corporate Trust Officer




       Attachments: Terms Schedule (consisting of Schedules I, II and III)


                                      -3-
<PAGE>


                                   SCHEDULE I

                        (Terms of Trust and Certificates)

Trust:                                 Public Credit and Repackaged
                                       Securities(SM) (PCARS)(SM) Trust JPM
                                       Capital Trust I Series 2002-2

Date of Trust Agreement:               May 3, 2002

Trustee:                               Wells Fargo Bank Minnesota, National
                                       Association

Principal Balance:                     $63,777,275

Issue Price:                           100%

Par Value;
Minimum Denomination:                  $25

Closing Date:                          May 3, 2002

Business Day:                          Each day on which commercial banks are
                                       open for business in The City of New
                                       York.

Interest Rate:                         7.125% per annum

                                       If any payment of interest payable
                                       hereunder is deferred, interest will
                                       accrue on such deferred payment at a rate
                                       of 7.125% per annum, compounded
                                       semi-annually.

                                       Payments of interest on the Certificates
                                       will be calculated on the basis of a
                                       360-day year consisting of twelve 30-day
                                       months. No adjustment will be made with
                                       respect to interest payable on the
                                       Certificates for Distribution Dates that
                                       occur on a date other than the scheduled
                                       date therefor.

Calculation Agent:                     Swap Calculation Agent

Rating:                                "A1" by Moody's and "A" by S&P

Rating Agencies:                       Moody's and S&P

Method of Distribution:                Firm commitment underwriting


                                      I-1
<PAGE>

Distribution Dates:                    The 15th day of each January and July,
                                       commencing on July 15, 2002, subject to
                                       deferral if and for as long as
                                       distributions on the Securities are
                                       deferred in accordance with the terms
                                       thereof.

                                       If any payment with respect to the
                                       Securities is not received by the Trustee
                                       by 12 noon (New York City time) on a
                                       Distribution Date, the corresponding
                                       distribution on the Certificates will not
                                       occur until the next Business Day that
                                       the Trust is in receipt of such payment
                                       by 12 noon (New York City time), with no
                                       adjustment to the amount distributed.

Record Dates:                          With respect to any Distribution Date,
                                       the last day of the month immediately
                                       preceding such Distribution Date,
                                       regardless of whether such day is a
                                       Business Day and notwithstanding any
                                       adjustment to the related Distribution
                                       Date due to such Distribution Date
                                       falling on a day other than a Business
                                       Day.

Scheduled Final Distribution Date:     January 15, 2027

Form of Certificate:                   Global, Registered

Alternative ERISA Restrictions:        Do Not Apply

Deemed Representations:                Apply

Trigger Amount:                        $25,000

Maximum Reimbursable Amount:           $150,000

Exchangeable Series Terms:             Not applicable

Depositor Optional Exchange:           Not applicable

Retained Interest:                     The Depositor's right to receive the
                                       aggregate amount of all distributions on
                                       the Securities in respect of the period
                                       from and including January 15, 2002 to
                                       but excluding May 3, 2002. These
                                       accumulated distributions will be paid to
                                       the Depositor, or upon its direction, on
                                       the first Distribution Date for the
                                       Certificates, from the first distribution
                                       payment made in respect of the Securities
                                       after the Closing Date.


                                      I-2
<PAGE>

Callable Series:                       No (but see "Redemption of Certificates"
                                       below).

Redemption of Certificates:            If there is a partial redemption of
                                       Securities, a pro rata share of the
                                       Principal Balance corresponding to the
                                       pro rata share of the Securities being
                                       redeemed shall be redeemed in accordance
                                       with the following provisions; provided
                                       that, if such pro rata share of the
                                       Principal Balance would otherwise be a
                                       number that is not evenly divisible by
                                       $25, such pro rata share shall be rounded
                                       down to the next number that is evenly
                                       divisible by $25. Promptly after
                                       receiving notice of such partial
                                       redemption of Securities, the Trustee
                                       shall allocate the number of Certificates
                                       to be redeemed ratably based on the
                                       aggregate Principal Balance of
                                       Certificates then held by each holder of
                                       Certificates, and shall notify each
                                       holder of the Principal Balance of
                                       Certificates to be redeemed from that
                                       holder. The selected Certificates shall
                                       become redeemable without any further
                                       action on the part of the Trustee or the
                                       Certificateholders upon receipt by the
                                       Trustee of the proceeds from the related
                                       partial redemption of Securities. In
                                       respect of the Certificates being
                                       redeemed, each holder shall receive, out
                                       of the redemption proceeds and any
                                       payment under the Swap Agreement (as
                                       defined in Schedule III), an amount equal
                                       to 100% of the aggregate Principal
                                       Balance of the Certificates held by it
                                       that are being redeemed, together with
                                       any accrued and unpaid interest on those
                                       Certificates. No premium shall be paid on
                                       any redeemed Certificates.

Issuance of Additional Certificates:   Not applicable

Listing:                               The Certificates have been approved,
                                       subject to issuance, for listing on the
                                       New York Stock Exchange under the symbol
                                       "GRK".

Other Provisions:                      The Trust Wind-Up Event specified in
                                       clause (e) of Section 9.01 of the
                                       Standard Terms shall not apply.


                                      I-3
<PAGE>


                                   SCHEDULE II

                            (Terms of Trust Property)

Concentrated Securities:               JPM Capital Trust I 7.54% Cumulative
                                       Capital Securities (the "Capital
                                       Securities"), representing preferred
                                       beneficial interests in JPM Capital Trust
                                       I, a statutory business trust formed
                                       under the laws of the State of Delaware
                                       for the purpose of, among other things,
                                       investing in 7.54% Junior Subordinated
                                       Debentures (the "Junior Subordinated
                                       Debentures") issued by the Security
                                       Guarantor, or, if and after the Junior
                                       Subordinated Debentures are distributed
                                       to the Trust and the other holders of
                                       Capital Securities in accordance with the
                                       Security Issuance Agreement for the
                                       Capital Securities, the Junior
                                       Subordinated Debentures.

Other Securities:                      None

Security Issuer:                       JPM Capital Trust I or, if and after the
                                       Junior Subordinated Debentures are
                                       distributed to the Trust and the other
                                       holders of Capital Securities in
                                       accordance with the Security Issuance
                                       Agreement for the Capital Securities, the
                                       Security Guarantor.

Security Guarantor:                    The Security Issuer's obligations under
                                       the Capital Securities are fully and
                                       unconditionally guaranteed, on a
                                       subordinated basis and subject to
                                       specified limitations, by J.P. Morgan
                                       Chase & Co., into which J.P. Morgan & Co.
                                       Incorporated has been merged.

Liquidation Amount:                    $60,267,000

Security Rate:                         7.54 %

Current Credit Ratings:                "A1" by Moody's , "A" by S&P and "A+" by
                                       Fitch Ratings

Listing:                               None

Security Issuance Agreement:           As to the Capital Securities, the Amended
                                       and Restated Declaration of Trust, dated
                                       as of December 4, 1996, among the
                                       Security Guarantor, as Sponsor, U.S. Bank
                                       Trust National Association (formerly
                                       known as First Trust of New York,
                                       National


                                      II-1

<PAGE>


                                       Association), as Property Trustee,
                                       Wilmington Trust Company, as Delaware
                                       Trustee, the Regular Trustees named
                                       therein and the holders, from time to
                                       time, of the undivided beneficiary
                                       interests in the assets of the Security
                                       Issuer. As to the Junior Subordinated
                                       Debentures, the Indenture, dated as of
                                       November 1, 1996, as supplemented by the
                                       First Supplemental Indenture, dated as of
                                       December 4, 1996, between J.P. Morgan
                                       Chase & Co., into which J.P. Morgan & Co.
                                       Incorporated has been merged, and U.S.
                                       Bank Trust National Association (formerly
                                       known as First Trust of New York,
                                       National Association), as Trustee.

Form of Security:                      One or more registered global
                                       certificates

Currency of Denomination:              U.S. Dollars

Acquisition Price by Trust:            Certificates having an initial Principal
                                       Balance of $63,777,275.

Security Payment Dates:                Each January 15 and July 15

                                       In the event of any election by the
                                       Security Guarantor to defer payment of
                                       interest on the Junior Subordinated
                                       Debentures, the Security Issuer will
                                       defer payment of distributions on the
                                       Securities for a period not exceeding 10
                                       consecutive semi-annual periods, with
                                       respect to each deferral period, except
                                       that no such deferral period may extend
                                       beyond the Maturity Date (as defined
                                       below).

Original Issue Date:                   On or about December 4, 1996.

Maturity Date:                         January 15, 2027

Sinking Fund Terms:                    Not applicable

Redemption Terms:                      On January 15, 2027, the stated maturity
                                       date of the Junior Subordinated
                                       Debentures. In addition: (i) at any time
                                       in whole but not in part following the
                                       repayment of the Junior Subordinated
                                       Debentures, upon the occurrence of
                                       certain events specified in the Security
                                       Issuance Agreement; and (ii) in whole at
                                       any time or in part from time to time on
                                       or after January 15, 2007 subject to
                                       payment of the applicable

                                      II-2
<PAGE>

                                       redemption price by the Security
                                       Guarantor.

CUSIP No.:                             CUSIP No. 46623PAA2

Security Trustee:                      As to the Capital Securities, U.S. Bank
                                       Trust National Association, as Property
                                       Trustee, Wilmington Trust Company, as
                                       Delaware Trustee and the Regular Trustees
                                       named in the Security Issuance Agreement.
                                       As to the Junior Subordinated Debentures,
                                       U.S. Bank Trust National Association.

Available Information Regarding        The Security Guarantor is subject to the
the Security Issuer:                   informational requirements of the
                                       Exchange Act, and in accordance therewith
                                       files, reports and other information with
                                       the Securities and Exchange Commission
                                       (the "Commission"). Such reports and
                                       other information can be inspected and
                                       copied at the public reference facilities
                                       maintained by the Commission at 450 Fifth
                                       Street, N.W., Washington, D.C. 20549.
                                       Copies of such materials can be obtained
                                       from the Public Reference Section of the
                                       Commission at 450 Fifth Street, N.W.,
                                       Washington, D.C. 20549 at prescribed
                                       rates




Cut-Off Date:                          Not applicable

Credit Support:                        None

Credit Support Default:                Not applicable

Other Trust Property:                  None


                                      II-3
<PAGE>


                                  SCHEDULE III

                                (Swap Agreement)

Swap Agreement:                        A confirmation in the form of Exhibit A
                                       hereto, evidencing an obligation of the
                                       Swap Counterparty to pay a certain amount
                                       to the Trust in the case of a Trust
                                       Wind-Up Event or a redemption of the
                                       Securities (the "Swap Agreement"), as
                                       well as (i) any amendments to, or
                                       restatements of, such agreement and (ii)
                                       any additional swap agreements entered
                                       into in connection with any additional
                                       issuance of Certificates.

Swap Counterparty:                     Goldman Sachs Capital Markets, L.P.

Swap Guarantee:                        The Goldman Sachs Group, Inc. will
                                       guarantee the obligations of the Swap
                                       Counterparty under the Swap Agreement
                                       under a guarantee dated the date hereof.



                                     III-1

<PAGE>

                                                                       EXHIBIT A

                                                                  EXECUTION COPY



GOLDMAN SACHS CAPITAL MARKETS, L.P. | 85 BROAD STREET |
NEW YORK, NEW YORK 10004 | TEL: 212-902-1000
--------------------------------------------------------------------------------


                                  CONFIRMATION

DATE:      May 3, 2002

TO:        Public Credit and Repackaged Securities(SM) (PCARS)(SM)
           Trust JPM Capital Trust I Series 2002-2

FROM:      Goldman Sachs Capital Markets, L.P.

SUBJECT:   Par Value Swap Transaction

REF. NO.:  NUUS204OZ0(860000000)

The purpose of this  communication  is to set forth the terms and  conditions of
the above referenced  transaction entered into on the Trade Date specified below
(the  "Transaction")  between Goldman Sachs Capital  Markets,  L.P. ("Party A"),
guaranteed by The Goldman Sachs Group,  Inc.,  and Public Credit and  Repackaged
Securities(SM)  (PCARS)(SM)  Trust JPM Capital Trust I Series 2002-2  ("Party B"
and,  together with Party A, the  "Parties").  Party B was formed  pursuant to a
Trust Agreement,  dated as of the date hereof (the "Trust  Agreement"),  between
Credit and Repackaging Vehicle Corporation,  as depositor,  and Wells Fargo Bank
Minnesota,  National Association,  as trustee. This communication  constitutes a
"Confirmation" as referred to in the Swap Agreement specified below.

1. This Confirmation is subject to, and incorporates,  the 2000 ISDA Definitions
(the  "Definitions"),  published  by the  International  Swaps  and  Derivatives
Association, Inc. This Confirmation supplements,  forms a part of and is subject
to the ISDA  Master  Agreement  dated  as of the date  hereof,  as  amended  and
supplemented from time to time (the "Swap Agreement")  between Party A and Party
B. All  provisions  contained in, or  incorporated  by reference  into, the Swap
Agreement shall govern this Confirmation  except as expressly modified below. In
the event of any inconsistency between this Confirmation, the Definitions or the
Swap Agreement,  as the case may be, this Confirmation will control for purposes
of the Transactions to which this Confirmation relates.

2. The terms of the particular  Transaction to which this  Confirmation  relates
are as follows:

Fixed Amount Payer A:              Party A

Fixed Amount Payer B:              Party B

Trade Date:                        April 19, 2002

Effective Date:                    May 3, 2002

Termination Date:                  January 15, 2027

Notional Amount:                   USD  3,510,275,  as reduced from time to time
                                   by the  aggregate  amount  of any  Redemption
                                   Notional Amounts.

Business Days:                     New York City

Calculation Agent:                 Party A




<PAGE>

Party B Fixed Amount:

    Party B Fixed Amount:          USD 1,302,409.74

    Party B Payment Date:          Effective Date

Party A Fixed Amounts:

    Party A Fixed Amounts:         Subject to the following two paragraphs,  the
                                   Party A Fixed  Amount  payable  on any  Early
                                   Termination  Date  shall  equal the  Notional
                                   Amount,   multiplied  by  a  factor  (i)  the
                                   numerator  of which is equal to the amount of
                                   the proceeds from the sale of the  Securities
                                   then held by Party B pursuant to Section 9.03
                                   of the  Trust  Agreement  (if any) net of the
                                   aggregate  amount  of  distributions  on  the
                                   Securities representing the Retained Interest
                                   (if any) and (ii) the denominator of which is
                                   equal to the aggregate  liquidation amount of
                                   the Securities then held by Party B; provided
                                   that under no circumstances shall such factor
                                   be greater than one.

                                   The Party A Fixed Amount  payable on the date
                                   of any Securities Redemption prior to January
                                   15, 2007 related to a "tax event" or "capital
                                   treatment  event" under the Securities  shall
                                   equal the Notional Amount.

                                   The Party A Fixed Amount  payable on the date
                                   of  any  Securities  Redemption  on or  after
                                   January 15, 2007 under the  Securities  shall
                                   equal the  Redemption  Notional  Amount minus
                                   the  difference of (i) the amount paid by the
                                   issuer  of the  Securities  to the  Trust  in
                                   connection  with such  Securities  Redemption
                                   (net of any accumulated  distributions on the
                                   Securities   being  redeemed)  and  (ii)  the
                                   aggregate    liquidation    amount   of   the
                                   Securities  then  held  by  Party  B that  is
                                   subject to such Securities Redemption.

    Party A Payment Dates:         (i) Any Early  Termination Date, and (ii) the
                                   date or  dates of any  Securities  Redemption
                                   that does not result in an Early  Termination
                                   Date.

Additional Amounts:                On any Party A Payment  Date  other  than the
                                   date of any Securities Redemption on or after
                                   January 15,  2007,  in  consideration  of the
                                   obligations  of Party A hereunder,  an amount
                                   (if  positive)   equal  to  (i)  any  amounts
                                   received  by  Party B as  proceeds  from  the
                                   related sale or redemption (as applicable) of
                                   Securities  then  held by  Party B net of the
                                   aggregate  amount  of  distributions  on  the
                                   Securities representing the Retained Interest
                                   (if   any),    minus   (ii)   the   aggregate
                                   liquidation  amount of the  Securities


                                       2
<PAGE>


                                   being sold or redeemed (as applicable), minus
                                   (iii)  ,  in  the   case   of  a   Securities
                                   Redemption,  the  amount  of any  accumulated
                                   distributions   on   the   Securities   being
                                   redeemed (other than the aggregate  amount of
                                   distributions on the Securities  representing
                                   the Retained Interest, if any), shall be paid
                                   by Party B to Party A.

Payments on Early Termination:     Except  as  specified  under  "Party  B Fixed
                                   Amount",   "Party   A  Fixed   Amounts"   and
                                   "Additional  Amounts" above, no payment shall
                                   be payable in respect of this  Transaction by
                                   either   Party   in   connection   with   the
                                   occurrence of an Early Termination Date.

Additional Definitions:            "Securities"  means  the  securities  held by
                                   Party B as  trust  property  pursuant  to the
                                   Trust  Agreement.

                                   "Securities  Redemption" means any redemption
                                   of the  Securities in whole or in part by the
                                   issuer   thereof,   including  the  scheduled
                                   redemption on the Termination Date;  provided
                                   that,   for  the  avoidance  of  doubt,   the
                                   dissolution of the Security Issuer  following
                                   any  distribution of the Junior  Subordinated
                                   Debentures   (as   defined   in   the   Trust
                                   Agreement) to the Trust and the other holders
                                   of  Capital  Securities  (as  defined  in the
                                   Trust   Agreement)  shall  not  constitute  a
                                   Securities Redemption.

                                   "Redemption Notional Amount" means (i) in the
                                   event of a Securities Redemption with respect
                                   to all of the  Securities  then held by Party
                                   B, the Notional  Amount and (ii) in the event
                                   of a  Securities  Redemption  with respect to
                                   less than all of the Securities  then held by
                                   Party  B,  an  amount  equal  to the  (A) the
                                   Notional Amount (without giving effect to any
                                   reductions after the date hereof), multiplied
                                   by (B) the  aggregate  liquidation  amount of
                                   Securities  then  held  by  Party  B that  is
                                   subject   to  such   Securities   Redemption,
                                   divided by (C) USD 60,267,000.

                                   "Retained   Interest"   means  the  aggregate
                                   amount of all distributions on the Securities
                                   in respect of the period  from and  including
                                   January  15,  2002  to but  excluding  May 3,
                                   2002.


                                       3

<PAGE>

3.  Account Details:

Payments to Party A:

For the Account of:                Goldman Sachs Capital Markets, L.P.
Name of Bank:                      Citibank, N.A. New York
Account No:                        40670834
ABA No:                            021000089
Inquiries                          Swap Operations
                                   Goldman Sachs Capital Markets, L.P.
                                   Telephone No.: 212-357-9775
                                   Facsimile No.: 212-902-5692

Payments to Party B:               In   accordance   with   Party  B's   written
                                   instructions  as set forth below or otherwise
                                   delivered  to Party A.  Party A shall make no
                                   payments  without  having  received  (i) such
                                   written   instructions   and   (ii)  a  fully
                                   executed  facsimile copy of this Confirmation
                                   or  other  written  acceptance  of the  terms
                                   hereof.

For the Account of :               Corporate Trust Services
Name of Bank:                      Wells Fargo Bank, Minneapolis, MN
Account No:                        0001038377
ABA No.:                           091000019
Attention:                         Joseph O'Donnell
Ref.:                              PCARS/JPM Series 2002-2
                                   (SEI#12480700)

4.  Offices:

         (i) The Office of Party A for this Transaction is 85 Broad Street,  New
York, New York, 10004.

         (ii) The  Office of Party B for this  Transaction  is Wells  Fargo Bank
Minnesota, N.A., 213 Court Street, Suite 902, Middletown, CT 06457.


                                       4
<PAGE>


5.  Party  B  hereby  agrees  (i) to  check  this  Confirmation  (Reference  No.
NUUS204OZ0(860000000))  carefully and immediately upon receipt so that errors or
discrepancies can be promptly  identified and rectified and (ii) to confirm that
the foregoing  correctly  sets forth the terms of the agreement  between Party A
and  Party  B  with  respect  to  the  particular   Transaction  to  which  this
Confirmation  relates,  by manually signing this  Confirmation and providing the
other information requested herein and immediately returning an executed copy to
Swap Administration, facsimile No. 212-902-5692.

                                      Very truly yours,

                                      GOLDMAN SACHS CAPITAL MARKETS, L.P.

                                      By:  Goldman Sachs Capital Markets, L.L.C.
                                           General Partner


                                      By:  /s/ Mary Joyce Dumont
                                         ---------------------------------------
                                         Name:  Mary Joyce Dumont
                                         Title: Vice President


Agreed and Accepted By:

PUBLIC CREDIT AND REPACKAGED SECURITIES(SM) (PCARS)(SM)
TRUST JPM CAPITAL TRUST I SERIES 2002-2

By: Wells Fargo Bank Minnesota, National Association, as Trustee


By:  /s/ Joseph P. O'Donnell
   ---------------------------------------
   Name:  Joseph P. O'Donnell
   Title: Corporate Trust Officer



                                       5