Exhibit 4(b)

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                         CNH EQUIPMENT TRUST 200_-_



                              TRUST AGREEMENT

                                  between

                        CNH CAPITAL RECEIVABLES INC.



                                    and

                            [___________________],
                                 as Trustee

                         Dated as of [____________]



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                             Table of Contents

                                                                         Page

                               ARTICLE I
                               Definitions...................................1

       SECTION 1.1.  Definitions.............................................1
       SECTION 1.2.  Other Definitional Provisions...........................1

                               ARTICLE II
                               Organization..................................2

       SECTION 2.1.  Name....................................................2
       SECTION 2.2   Office..................................................2
       SECTION 2.3   Purposes and Powers.....................................2
       SECTION 2.4.  Appointment of Trustee..............,...................3
       SECTION 2.5.  Initial Capital Contribution of Trust Estate............3
       SECTION 2.6.  Declaration of Trust....................................3
       SECTION 2.7   Liability of the Certificateholders.....................4
       SECTION 2.8   Title to Trust Property.................................4
       SECTION 2.9.  Situs of Trust..........................................4
       SECTION 2.10. Representations and Warranties of the Depositor.........4
       SECTION 2.11. Federal Income Tax Allocations..........................5

                                    ARTICLE III
                     Trust Certificates and Transfer of Interests............6

       SECTION 3.1.  Initial Ownership.......................................6
       SECTION 3.2.  The Trust Certificates..................................6
       SECTION 3.3.  Authentication of Trust Certificates....................7
       SECTION 3.4.  Registration of Transfer and Exchange of Trust
                      Certificates...........................................7
       SECTION 3.5.  Mutilated, Destroyed, Lost or Stolen Trust
                      Certificates...........................................8
       SECTION 3.6.  Persons Deemed Certificateholders.......................9
       SECTION 3.7.  Access to List of Certificateholders' Names and
                      Addresses..............9
       SECTION 3.8.  Maintenance of Office or Agency.........................9
       SECTION 3.9.  Appointment of Paying Agent............................10

                               ARTICLE IV
                            Actions by 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



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       SECTION 4.3.  Action by Certificateholders with Respect to
                       Bankruptcy...........................................11
       SECTION 4.4.  Restrictions on Certificateholders' Power..............11
       SECTION 4.5.  Majority Control.......................................12

                               ARTICLE V
               Application of Trust Funds; Certain Duties...................12

       SECTION 5.1.  Establishment of Trust Account.........................12
       SECTION 5.2.  Applications of Trust Funds............................12
       SECTION 5.3.  Method of Payment......................................13
       SECTION 5.4.  No Segregation of Moneys; No Interest..................13
       SECTION 5.5.  Accounting and Reports to the Noteholders,
                       Certificateholders, the Internal Revenue
                       Service and Others...................................13
       SECTION 5.6.  Signature on Returns; Tax Matters Partner..............14

                               ARTICLE VI
                      Authority and Duties of Trustee.......................14

       SECTION 6.1.  General Authority......................................14
       SECTION 6.2.  General Duties.........................................14
       SECTION 6.3.  Action upon Instruction................................14
       SECTION 6.4.  No Duties Except as Specified in this Agreement or
                       in Instructions......................................15
       SECTION 6.5.  No Action Except Under Specified Documents or
                       Instructions.........................................16
       SECTION 6.6.  Restrictions...........................................16

                              ARTICLE VII
                        Concerning the Trustee..............................16

       SECTION 7.1.  Acceptance of Trusts and Duties........................16
       SECTION 7.2.  Furnishing of Documents................................18
       SECTION 7.3.  Representations and Warranties.........................18
       SECTION 7.4.  Reliance; Advice of Counsel............................18
       SECTION 7.5.  Not Acting in Individual Capacity......................19
       SECTION 7.6.  Trustee Not Liable for Trust Certificates or
                       Receivables..........................................19
       SECTION 7.7.  Trustee May Not Own Notes..............................19




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                              ARTICLE VIII
                         Compensation of Trustee............................20

       SECTION 8.1.  Trustee's Fees and Expenses............................20
       SECTION 8.2.  Indemnification........................................20
       SECTION 8.3.  Payments to the Trustee................................20

                               ARTICLE IX
                        Termination of Trust Agreement......................21

       SECTION 9.1.  Termination of Trust Agreement.........................21

                               ARTICLE X
                    Successor Trustees and Additional Trustees..............22

       SECTION 10.1.  Eligibility Requirements for Trustee..................22
       SECTION 10.2.  Resignation or Removal of Trustee.....................22
       SECTION 10.3.  Successor Trustee.....................................23
       SECTION 10.4.  Merger or Consolidation of Trustee....................23
       SECTION 10.5.  Appointment of Co-Trustee or Separate Trustee.........24

                               ARTICLE XI
                               Miscellaneous................................25

       SECTION 11.1.   Supplements and Amendments...........................25
       SECTION 11.2.   No Legal Title to Trust Estate in
                         Certificateholders.................................26
       SECTION 11.3.   Limitations on Rights of Others......................26
       SECTION 11.4.   Notices..............................................26
       SECTION 11.5.   Severability.........................................27
       SECTION 11.6.   Separate Counterparts................................27
       SECTION 11.7.   Successors and Assigns...............................27
       SECTION 11.8.   Covenants of the Depositor...........................27
       SECTION 11.9.   No Petition..........................................28
       SECTION 11.10.  No Recourse..........................................28
       SECTION 11.11.  Headings.............................................28
       SECTION 11.12.  Governing Law........................................28
       SECTION 11.13.  Administrator........................................28

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                                  EXHIBITS

EXHIBIT A              Form of Trust Certificate
EXHIBIT B              Form of Certificate of Trust


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         TRUST AGREEMENT (as amended or supplemented from time to time,
this "Agreement") dated as of [____________], between CNH CAPITAL
RECEIVABLES INC., a Delaware corporation, as Depositor, and
[______________________________], a [___________] banking corporation, as
Trustee.

                                 ARTICLE I

                                Definitions

         SECTION 1.1. Definitions. Capitalized terms used herein and not
otherwise defined herein are defined in Appendix A to the Indenture, dated as
of the date hereof, between CNH Equipment Trust 200_-_ and [_________________].

         SECTION 1.2.  Other Definitional Provisions. (a)  All terms defined
in this Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined
therein.

         (b) As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles in effect on the date hereof. To the extent that the definitions
of accounting terms in this Agreement or in any such certificate or other
document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement
or in any such certificate or other document shall control.

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

         (d) The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine
as well as to the feminine and neuter genders of such terms.


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                                 ARTICLE II

                                Organization

         SECTION 2.1. Name. The Trust created hereby shall be known as "CNH
Equipment Trust 200_-_", in which name the Trustee may conduct the business
of the Trust, make and execute contracts and other instruments on behalf of
the Trust and sue and be sued.

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

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

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

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

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

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

                  (e) to engage in those activities, including entering
         into agreements, that are necessary, suitable or convenient to
         accomplish the foregoing or are incidental thereto or connected
         therewith; and

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



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

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

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

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


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

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

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

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

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

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

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



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

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

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

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

                  (1) among the Certificateholders as of the close of
         business on the last day of such month, in proportion to their
         ownership of principal amount of Trust Certificates on such date,
         an amount of net income up to the sum of: (i) the portion of the
         market discount on the Receivables accrued during such



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         month that is allocable to the excess, if any, of the Initial
         Certificate Balance over their initial aggregate issue price, and
         (ii) any other amounts of income payable to the Certificateholders
         for such month; and such sum of amounts specified in clauses (i)
         and (ii) of this sentence shall be reduced by any amortization by
         the Trust of premium on Receivables that corresponds to any excess
         of the issue price of Trust Certificates over their principal
         amount; and

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

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

                  (b) It is the intent of the Seller, the Servicer and the
         Certificateholders that, for purposes of Federal income, State and
         local income and franchise and any other income taxes measured in
         whole or in part by income, until the Trust Certificates are held
         by other than the Seller, the Trust will be disregarded as an
         entity separate from its owner. At such time that the Trust
         Certificates are held by more than one person, it is the intent of
         the Seller, Servicer and the Certificateholders that, for purposes
         of Federal income, State and local income and franchise and any
         other income taxes measured in whole or in part by income, the
         Trust will be treated as a partnership, the assets of which are
         the assets held by the Trust, and the Certificateholders
         (including the Depositor (and its transferees and assigns) in its
         capacity as recipient of distributions from the Spread Account)
         will be treated as partners



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         in that partnership. The Depositor and the other
         Certificateholders, by acceptance of a Trust Certificate, agree to
         treat, and to take no action inconsistent with the treatment of,
         the Trust Certificates as such for tax purposes.

                                ARTICLE III

                Trust Certificates and Transfer of Interests

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

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

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



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         SECTION 3.4. Registration of Transfer and Exchange of Trust
Certificates. The Trust shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 3.8, a register (the "Certificate
Register") in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of Trust
Certificates and of transfers and exchanges of Trust Certificates. The
Paying Agent shall be the "Certificate Registrar" for the purpose of
registering Trust Certificates and the transfers of Trust Certificates as
herein provided. Upon any resignation of any Certificate Registrar, the
Depositor shall promptly appoint a successor or, if it elects not to make
such an appointment, assume the duties of the Certificate Registrar.

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

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

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

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

         No service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Trust Certificates, but the Trustee
or the Certificate Registrar



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may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration
of transfer or exchange of Trust Certificates.

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

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

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

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

         SECTION 3.6. Persons Deemed Certificateholders. Prior to due
presentation of a Trust Certificate for registration of transfer of any
Trust Certificate, the Trustee or the Certificate Registrar may treat the
Person in whose name any Trust Certificate shall be registered in the
Certificate Register (as of the day of determination) as the owner of such
Trust Certificate for the purpose of receiving distributions pursuant



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to Section 5.2 and for all other purposes whatsoever, and neither the
Trustee nor the Certificate Registrar shall be bound by any notice to the
contrary.

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

         SECTION 3.8. Maintenance of Office or Agency. The Trustee shall
maintain in the Borough of Manhattan, City of New York an office or offices
or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or
upon the Trustee in respect of the Trust Certificates and the Basic
Documents may be served. The Trustee initially designated
[_____________________], [__________________________________], Attention:
[_________________], as its principal corporate trust office for such
purposes. The Trustee shall give prompt written notice to the Depositor and
to the Certificateholders of any change in the location of the Certificate
Register or any such office or agency.

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



                                     10


<PAGE>




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

                                 ARTICLE IV

                             Actions by Trustee

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

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

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

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

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

                  (e) the amendment, change or modification of the
         Administration Agreement, except to cure any ambiguity or to amend or
         supplement any



                                     11


<PAGE>




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

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

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

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

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

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



                                     12


<PAGE>



                                 ARTICLE V
                 Application of Trust Funds; Certain Duties


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

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

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

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

         (c) In the event that any withholding tax is imposed on the
Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section. The Trustee is hereby authorized and directed
to retain from amounts otherwise distributable to the Certificateholders
sufficient funds for the payment of any tax that is legally owed by the
Trust (but such authorization shall not prevent the Trustee from contesting
any such tax in appropriate proceedings, and withholding payment of such
tax, if permitted by law, pending the outcome of such proceedings). The
amount of any withholding tax imposed with respect to a Certificateholder
shall be treated as cash distributed to such Certificateholder at the time
it is withheld by the Trust. If there is a possibility that withholding tax
is payable with respect to a distribution (such as a distribution to a
non-U.S. Certificateholder), the Trustee may, in its sole discretion,
withhold such amounts in accordance with this paragraph (c). In the event
that a Certificateholder wishes to apply for a refund of any such
withholding tax, the Trustee shall reasonably cooperate with such
Certificateholder



                                     13


<PAGE>




in making such claim so long as such Certificateholder agrees to reimburse
the Trustee for any out-of-pocket expenses incurred.

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

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

         SECTION 5.5. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Depositor
or, if any Certificates are held by any Person other than the Depositor,
the Trustee, shall: (a) maintain (or cause to be maintained) the books of
the Trust on a calendar year basis on the accrual method of accounting, (b)
deliver to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its
Federal, State and local income tax returns, (c) file such tax returns
relating to the Trust (including a partnership information return on
Internal Revenue Service Form 1065 or its successor), and make such
elections as may from time to time be required or appropriate under any
applicable State or Federal statute or rule or regulation thereunder so as
to maintain the Trust's characterization as a partnership for Federal
income tax purposes, (d) cause such tax returns to be signed in the manner
required by law and (e) collect or cause to be collected any withholding
tax as described in and in accordance with Section 5.2(c) with respect to
income or distributions to Certificateholders. The Trustee shall elect
under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables and shall elect under
Section 171 of the Code to amortize any bond premium with respect to the
Receivables. The Trustee shall not make the election provided under Section
754 of the Code.

         SECTION 5.6.  Signature on Returns; Tax Matters Partner.

          (a) The Depositor, or if any Certificates are held by any Person
other than the Depositor, the Trustee shall sign on behalf of the Trust the
tax returns of the



                                     14


<PAGE>




Trust, unless applicable law requires a Certificateholder to sign such
documents, in which case such documents shall be signed by the Depositor.

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

                                 ARTICLE VI
                      Authority and Duties of Trustee

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

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

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

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



                                     15


<PAGE>




the Trustee or is contrary to the terms hereof or of any Basic Document or is
otherwise contrary to law.

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

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

         SECTION 6.4. No Duties Except as Specified in this Agreement or in
Instructions. The Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Trustee is a party, except as expressly provided by
this Agreement or in any document or written instruction received by the
Trustee pursuant to Section 6.3; and no implied duties or



                                     16


<PAGE>




obligations shall be read into this Agreement or any Basic Document against
the Trustee. The Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or
Lien granted to it hereunder or to prepare or file any Securities and
Exchange Commission filing for the Trust or to record this Agreement or any
Basic Document. The Trustee nevertheless agrees that it will, at its own
cost and expense, promptly take all action as may be necessary to discharge
any Liens on any part of the Trust Estate that result from actions by, or
claims against, the Trustee that are not related to the ownership or the
administration of the Trust Estate.

         SECTION 6.5. No Action Except Under Specified Documents or
Instructions. The Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Estate except: (i) in
accordance with the powers granted to and the authority conferred upon the
Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction
delivered to the Trustee pursuant to Section 6.3.

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


                                ARTICLE VII
                           Concerning the Trustee

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



                                     17


<PAGE>




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

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

                  (c) no provision of this Agreement or any Basic Document
         shall require the Trustee to expend or risk funds or otherwise
         incur any financial liability in the performance of any of its
         rights or powers hereunder or under any Basic Document, if the
         Trustee shall have reasonable grounds for believing that repayment
         of such funds or adequate indemnity against such risk or liability
         is not reasonably assured or provided to it;

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

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

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

                  (g) the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Agreement, or to
         institute, conduct or defend any litigation under this Agreement
         or otherwise or in relation to this Agreement or any Basic
         Document, at the request, order or direction of any of the
         Certificateholders unless such Certificateholders have offered to




                                               18


<PAGE>




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

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

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

                  (a) it is a banking corporation duly organized and
         validly existing in good standing under the laws of [_________],
         with the requisite corporate power and authority to execute, deliver
         and perform its obligations under this Agreement,

                  (b) it has taken all corporate action necessary to
         authorize the execution and delivery by it of this Agreement, and
         this Agreement will be executed and delivered by one of its
         officers who is duly authorized to execute and deliver this
         Agreement on its behalf,

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

                  (d) this Agreement, assuming due authorization, execution and
         delivery by the Depositor, constitutes a valid, legal and binding
         obligation of the Trustee, enforceable against it in accordance



                                               19


<PAGE>




         with the terms hereof subject to applicable bankruptcy, insolvency,
         reorganization, moratorium and other laws affecting the
         enforcement of creditors' rights generally and to general
         principles of equity, regardless of whether such enforcement is
         considered in a proceeding in equity or at law.

         SECTION 7.4. Reliance; Advice of Counsel. (a) Except to the extent
otherwise provided in Section 7.1, the Trustee shall incur no liability to
anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other
document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of
any party as conclusive evidence that such resolution has been duly adopted
by such body and that the same is in full force and effect. As to any fact
or matter the method of the determination of which is not specifically
prescribed herein, the Trustee may for all purposes hereof rely on a
certificate, signed by the president, any vice president, the treasurer or
other authorized officers of the relevant party as to such fact or matter,
and such certificate shall constitute full protection to the Trustee for
any action taken or omitted to be taken by it in good faith in reliance
thereon.

         (b) In the exercise or administration of the trusts hereunder and
in the performance of its duties and obligations under this Agreement or
the Basic Documents, the Trustee: (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them,
and the Trustee shall not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by
the Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled Persons to be selected with reasonable care
and employed by it. The Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written
opinion or advice of any such counsel, accountants or other such Persons
and which opinion or advice states that such action is not contrary to this
Agreement or any Basic Document.

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



                                     20


<PAGE>




         SECTION 7.6. Trustee Not Liable for Trust Certificates or
Receivables. The recitals contained herein and in the Certificates (other
than the signature and counter- signature of the Trustee on the Trust
Certificates) shall be taken as the statements of the Depositor, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representations as to the validity or sufficiency of this
Agreement, of any Basic Document, of the Trust Certificates (other than the
signature and countersignature, if any, of the Trustee on the Trust
Certificates) or of the Notes, or of any Receivable or related documents.
The Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any
Receivable, or the perfection and priority of any security interest created
by any Receivable in any of the Financed Equipment or the maintenance of
any such perfection and priority, or for or with respect to the sufficiency
of the Trust Estate or its ability to generate the payments to be
distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including: (a) the existence, condition and ownership
of any Financed Equipment, (b) the existence and enforceability of any
insurance thereon, (c) the existence and contents of any Receivable on any
computer or other record thereof, (d) the validity of the assignment of any
Receivable to the Trust or of any intervening assignment, (e) the
completeness of any Receivable, (f) the performance or enforcement of any
Receivable, and (g) the compliance by the Depositor or the Servicer with
any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation or
any action of the Administrator, the Indenture Trustee or the Servicer or
any subservicer taken in the name of the Trustee.

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

                                ARTICLE VIII
                          Compensation of Trustee

         SECTION 8.1. Trustee's Fees and Expenses. The Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor and the
Trustee, and the Trustee shall be entitled to be reimbursed by the
Depositor for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of



                                     21


<PAGE>




such agents, representatives, experts and counsel as the Trustee may employ
in connection with the exercise and performance of its rights and its
duties hereunder.

         SECTION 8.2. Indemnification. The Depositor shall be liable as
primary obligor for, and shall indemnify the Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from
and against, any and all liabilities, obligations, losses, damages, taxes,
claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind
and nature whatsoever (collectively, "Expenses"), which may at any time be
imposed on, incurred by or asserted against the Trustee or any other
Indemnified Party in any way relating to or arising out of this Agreement,
the Basic Documents, the Trust Estate, the administration of the Trust
Estate or the action or inaction of the Trustee hereunder, except only that
the Depositor shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from: (a)
such Indemnified Party's willful misconduct or negligence or (b) with
respect to the Trustee, the inaccuracy of any representation or warranty
contained in Section 7.3 expressly made by the Trustee. The indemnities
contained in this Section shall survive the resignation or termination of
the Trustee or the termination of this Agreement. In any event of any
claim, action or proceeding for which indemnity will be sought pursuant to
this Section, the Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably
withheld.

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

                                 ARTICLE IX
                       Termination of Trust Agreement

         SECTION 9.1. Termination of Trust Agreement. (a) The Trust shall
dissolve upon the final distribution by the Trustee of all moneys or other
property or proceeds of the Trust Estate in accordance with the Indenture,
the Sale and Servicing Agreement and Article V. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder
shall not: (x) operate to dissolve or terminate this Agreement or the
Trust, (y) entitle such Certificateholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for




                                               22


<PAGE>




a partition or winding up of all or any part of the Trust or Trust Estate or
(z) otherwise affect the rights, obligations and liabilities of the parties
hereto.

         (b) Except as provided in Section 9.1(a), neither the Depositor
nor any Certificateholder shall be entitled to dissolve, revoke or
terminate the Trust.

         (c) Notice of any dissolution of the Trust, specifying the Payment
Date upon which the Certificateholders shall surrender their Trust
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given promptly by the Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of
such dissolution from the Servicer given pursuant to Section 9.1(c) of the
Sale and Servicing Agreement stating: (i) the Payment Date upon which final
payment of the Trust Certificates shall be made upon presentation and
surrender of the Trust Certificates at the office of the Paying Agent
therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Trust Certificates at the office of the Paying Agent therein specified. The
Trustee shall give such notice to the Certificate Registrar (if other than
the Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Trust
Certificates, the Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Payment Date pursuant to
Section 5.2.

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

         (d) Upon the dissolution of the Trust and the payment of all
liabilities of the Trust in accordance with applicable law, the Trustee
shall cause the Certificate of Trust to be canceled by filing a certificate
of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 (or successor section) of the Trust Statute, at
which time the Trust and this Agreement (other than Article VIII) shall
terminate.



                                     23


<PAGE>





                                 ARTICLE X
                 Successor Trustees and Additional Trustees

         SECTION 10.1. Eligibility Requirements for Trustee. The Trustee
shall at all times: (a) be a corporation satisfying the provisions of
Section 26(a)(1) of the Investment Company Act of 1940, as amended, (b) be
authorized to exercise corporate trust powers, (c) have a combined capital
and surplus of at least $[_________] and be subject to supervision or
examination by Federal or State authorities, and (d) have (or have a parent
that has) a rating of at least "Baa3" by Moody's. If such corporation shall
publish reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for
the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. At all times, at
least one Trustee of the Trust shall satisfy the requirements of Section
3807(a) of the Trust Statute. In case at any time the Trustee shall cease
to be eligible in accordance with this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 10.2.

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

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



                                     24


<PAGE>




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

         SECTION 10.3. Successor Trustee. Any successor Trustee appointed
pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement, with like effect as if originally named
as the Trustee. The predecessor Trustee shall upon payment of its fees and
expenses deliver to the successor Trustee all documents and statements and
monies held by it under this Agreement; and the Administrator and the
predecessor Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Trustee all such rights, powers, duties and
obligations.

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

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

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



                                     25


<PAGE>




         SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust or any Financed Equipment may at the time be located,
the Administrator and the Trustee acting jointly shall have the power and
may execute and deliver all instruments to appoint one or more Person(s)
approved by the Trustee to act as co- trustee(s), jointly with the Trustee,
or separate trustee(s), of all or any part of the Trust Estate, and to vest
in such Person(s), in such capacity and for the benefit of the
Certificateholders, such title to the Trust Estate, or any part thereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Trustee may
consider necessary or desirable. If the Administrator shall not have joined
in such appointment within 15 days after the receipt by it of a request so
to do, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to
meet the terms of eligibility as a successor trustee pursuant to Section
10.1 and no notice of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 10.3.

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

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

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

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

<PAGE>

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

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

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

                                 ARTICLE XI
                               Miscellaneous

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

         This Agreement may also be amended from time to time by the
Depositor and the Trustee, with prior written notice to the Rating
Agencies, with the written consent of (x) Noteholders holding Notes
evidencing not less than a majority of the Note Balance and (y) the Holders
of Certificates evidencing not less than a majority of the Certificate
Balance, 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;


                                     26
<PAGE>




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

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

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

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

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

         SECTION 11.2. No Legal Title to Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to
any part of the Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided ownership interest
therein only in accordance with Articles V and IX. No transfer, by
operation of law or otherwise, of any right, title or interest of the
Certificateholders in, to and under their ownership interest in the Trust
Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Trust Estate.



                                     27


<PAGE>




         SECTION 11.3. Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Trustee, the Depositor,
the Certificateholders, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, shall be construed to give to
any other Person any legal or equitable right, remedy or claim in the Trust
Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

         SECTION 11.4. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing, personally
delivered or mailed by certified mail, postage prepaid and return receipt
requested, and shall be deemed to have been duly given upon receipt: (i) if
to the Trustee or the Paying Agent, addressed to the Corporate Trust
Office, and (ii) if to the Depositor, addressed to CNH Capital Receivables
Inc., 475 Half Day Road, Lincolnshire, Illinois 60069, Attention: Corporate
Secretary; or, as to each party, at such other address as shall be
designated by such party in a written notice to the other party.

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

         SECTION 11.5. Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

         SECTION 11.6. Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

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



                                     28


<PAGE>




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

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

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

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




                                     29


<PAGE>




         SECTION 11.12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

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



                                     30


<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.

                                  [__________________],
                                    as Trustee

                                  By:___________________________________________
                                     Name:
                                     Title:


                                  CNH CAPITAL RECEIVABLES INC.,
                                    as Depositor

                                  By:___________________________________________
                                     Name:
                                     Title:




                                    S-1

<PAGE>




                                                                      EXHIBIT A
                                                             to Trust Agreement


                         FORM OF TRUST CERTIFICATES

REGISTERED                                                         $___________1
NUMBER R-_______



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

                         CNH EQUIPMENT TRUST 200_-_
                      _____% ASSET BACKED CERTIFICATE

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

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

THIS CERTIFIES THAT CNH CAPITAL RECEIVABLES INC. is the registered
owner of a ________ DOLLAR ($________) nonassessable, fully-paid, fractional
undivided interest in the CNH Equipment Trust 200_-_ (the "Trust") formed by
CNH Capital Receivables Inc., a Delaware corporation (the "Seller").

The Trust was created pursuant to a Trust Agreement dated as of
[____________] (the "Trust Agreement"), between the Seller and
[_________________], as trustee (the "Trustee"). To the extent not
otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement or the Sale and Servicing
Agreement (the "Sale and Servicing Agreement") dated as of [____________],
among the Trust, the Seller and Case Credit Corporation, as servicer (the
"Servicer"), as applicable. This Certificate is one of the duly authorized

--------
     1Denominations of $[____] and in greater whole-dollar denominations in
      excess thereof.



                                               A-1

<PAGE>




Certificates designated as "______% Asset Backed Certificates" (herein
called the "Trust Certificates"). Issued under the: (a) Indenture dated as
of [____________], between the Trust and Harris Trust and Savings Bank, as
Indenture Trustee, are notes designated as "______% Class A-1 Asset Backed
Notes," "______% Class A-2 Asset Backed Notes," "______% Class A-3 Asset
Backed Notes," "______% Class A-4 Asset Backed Notes" and "______% Class B
Asset Backed Notes" (collectively, the "Notes"). This Trust Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the holder of this Trust
Certificate by virtue of the acceptance hereof assents and by which holder
is bound.

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

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

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

         The Trust Certificates do not represent an obligation of, or an
interest in, the Seller, the Servicer, Case Credit Corporation, the Trustee
or any affiliates of any of them and no recourse may be had against such
parties or their assets, except as may



                                    A-2

<PAGE>




be expressly set forth or contemplated herein or in the Trust Agreement or
the Basic Documents.

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

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

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



                                    A-3

<PAGE>




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

                               CNH EQUIPMENT TRUST 200_-_

                               By:  [_________________],
                                       not in its individual capacity, but
                                       solely as Trustee

                               By:______________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________



                                    A-4

<PAGE>




                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

[___________________],
as Trustee

         By:________________________________________
                  Authorized Officer

Date: [____________]



                                    A-5

<PAGE>




                                 ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE

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


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

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

Dated:                                                                         *
                                  ----------------------------------------------
                                             Signature Guaranteed:

                                                                               *
                                  ----------------------------------------------


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



                                               A-6

<PAGE>



                                                                      EXHIBIT B
                                                             to Trust Agreement


                          CERTIFICATE OF TRUST OF
                         CNH EQUIPMENT TRUST 200_-_

         This Certificate of Trust of CNH EQUIPMENT TRUST 200_-_ (the
"Trust") is being duly executed and filed by [_________________], a New
York banking corporation, and [_________________] (Delaware), a Delaware
banking corporation, as trustee, to form a trust under the Delaware
Business Trust Act (12 Del. Code ss. 3801 et seq.) (the "Act").

         1.  Name.  The name of the trust formed hereby is CNH EQUIPMENT
TRUST 200_-_.

         2.  Delaware Trustee.  The name and business address of the trustee
of the    Trust in the State of Delaware is [_______________________],
[____________________________].

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

                           [___________________],
                           not in its individual capacity, but solely
                           as trustee
                           under a Trust Agreement dated as of [____________]

                           By: _________________________________________________
                                Name:___________________________________________
                                Title:__________________________________________


                           [_________________] (DELAWARE),
                           not in its individual capacity, but solely as
                           co-trustee under a Co-Trustee Agreement, dated as of
                           [___________________]

                           By:__________________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________



                                    A-1