Exhibit 10.1


                                    SCHEDULE
                                     to the
                              ISDA Master Agreement

                           dated as of October 3, 2001

                                     between
                                 CITIBANK, N.A.
                                   ("Party A")
                                       and
                       FORD CREDIT AUTO OWNER TRUST 2001-E
                                   ("Party B")


Part 1.  Termination Provisions.

(a)      "Specified Entity" means in relation to Party A for the purpose of:

         Section 5(a)(v),           Not applicable.
         Section 5(a)(vi),          Not applicable.
         Section 5(a)(vii),         Not applicable.
         Section 5(b)(iv),          Not applicable.

         in relation to Party B for the purpose of:

         Section 5(a)(v),           Not applicable.
         Section 5(a)(vi),          Not applicable.
         Section 5(a)(vii),         Not applicable.
         Section 5(b)(iv),          Not applicable.

(b)      "Specified Transaction" will have the meaning specified in Section 14
         of this Agreement unless another meaning is specified here: No change
         from Section 14.

(c)      The "Breach of Agreement" provisions of Section 5(a)(ii), the
         "Misrepresentation" provisions of Section 5(a)(iv), the "Default under
         Specified Transaction" provisions of Section 5(a)(v) and the "Credit
         Event Upon Merger" provisions of Section 5(b)(iv) will not apply to
         Party A or to Party B.

(d)      The "Cross Default" provisions of Section 5(a)(vi) will apply to Party
         A and to Party B; provided, however, that with respect to Party B, only
         the occurrence of an Event of Default as defined in Section 5.1(i) or
         5.1(ii) of the Indenture which results in the sale of the Indenture
         Trust Estate will constitute an Event of Default under Section
         5(a)(vi).

         With respect to Party A, "Specified Indebtedness" will have the meaning
         specified in Section 14 of this Agreement. "Threshold Amount" means, in
         respect of Party A, an amount equal to 3% of its shareholders' equity
         (i.e., the sum of capital and disclosed reserves as reported in the
         most recently published annual audited consolidated financial
         statements) of Citicorp.

(e)      The "Tax Event" and "Tax Event Upon Merger" provisions of Section
         5(b)(ii) and 5(b)(iii), respectively, shall not apply to Party B.

(f)      The "Automatic Early Termination" provision of Section 6(a) will not
         apply to Party A or Party B.

(g)      Payments on Early Termination.  For the purpose of Section 6(e) of this
         Agreement:

         i.                Loss will apply.

         ii.               The Second Method will apply.

(h)      "Termination Currency" means United States Dollars.

(i)      Additional Termination Event.  Each of the following shall constitute
         an Additional Termination Event pursuant to Section 5(b)(v):

                    (i)  any  acceleration  of  the  Notes  (provided  such
                    acceleration has not been rescinded and annulled pursuant to
                    Section  5.2(b)  of the  Indenture)  or  liquidation  of the
                    Indenture Trust Estate with Party B the sole Affected Party;

                    (ii) failure of Party A to comply with the requirements of
                    paragraph (a) of Part 5 hereof,  with Party A as the sole
                    Affected Party; provided,  that the amount of any payment by
                    Party B shall be limited to the amount,  if any, received by
                    Party B from a replacement counterparty; or

                    (iii) any  amendment or  supplement to the Indenture or to
                    any of the Receivables  Transfer and Servicing Agreements
                    which  may  adversely  affect  any of Party  A's  rights  or
                    obligations  under this Agreement or any Transaction that is
                    made without the consent of Party A, which consent shall not
                    be  unreasonably  withheld,  provided that Party A's consent
                    will be deemed to have been given if Party A does not object
                    in writing  within 10 Business  Days of receipt of a written
                    request for such consent,  with Party B as the sole Affected
                    Party.


Part 2.  Tax Representations.

(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A will make the following representation and Party B will make
the following representation: It is not required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or
6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
this Agreement, and (iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement, provided that it shall not be a
breach of this representation where reliance is placed on clause (ii) and the
other party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.


(b) Payee Tax Representations.  For the purpose of Section 3(f) of this
Agreement, Party A and Party B will make the representations specified below:

         Each payment received or to be received by it in connection with this
         Agreement will be effectively connected with its conduct of a trade or
         business in the United States.


Part 3.  Documents to be Delivered.

(a)      For the purpose of Section 4(a)(i) and (ii) of this Agreement, each
         party agrees to deliver the following documents as applicable:

                  (i)  Tax forms, documents or certificates to be delivered
                  are:  Form W-9 to be delivered by Party A and Party B.

(b)      Other documents to be delivered are:

<TABLE>
<CAPTION>

<S>                            <C>                                <C>                                     <C>
 Party required to deliver     Form/Document/                     Date by which to be delivered           Section 3(d)
         document              Certificate                                                                Representation

 Party A and Party B           Annual audited financial           Promptly after request, after           Applicable
                               statements prepared in             such documents become publicly
                               accordance with generally          available.
                               accepted accounting
                               principles in the country
                               in which the party is
                               organized.

Party A and Party B            Certificate or other documents     At or promptly following the            Applicable
                               evidencing the authority of the    execution of this Agreement,
                               party entering into this           and, if a Confirmation so
                               Agreement or a Confirmation, as    requires it, on or before
                               the case may be, including         the date set forth therein.
                               copies of any board resolutions
                               and appropriate certificates of
                               incumbency as to the officers
                               executing such documents.


Party A and Party B            Opinions of counsel in form and    At or promptly following the            Not Applicable
                               substance acceptable to the        execution of this Agreement,
                               other party.                       and, if a Confirmation so
                                                                  requires it, on or before
                                                                  the date set forth therein.


</TABLE>

Part 4.  Miscellaneous

(a)  Addresses for Notices:  For the purpose of Section 12(a) of this Agreement:

         TO PARTY A:

                  Citibank, N.A.
                  333 West 34th Street, 2nd Floor
                  New York, New York  10001
                  Attention:  Director Derivatives Operations

                  and with respect to Sections 5, 6, 11 or 13, with a copy to:

                  Citibank, N.A.
                  Capital Markets Legal Department
                  388 Greenwich Street
                  New York, New York  10013
                  Attention:  Department Head

         TO PARTY B:

                  The Bank of New York,
                  as Owner Trustee for
                  Ford Credit Auto Owner Trust 2001-E
                  101 Barclay Street
                  New York, New York 10286
                  Attention: Asset-Backed Finance Unit

                  with a copy to:

                  The Chase Manhattan Bank,
                  as Indenture Trustee for
                  Ford Credit Auto Owner Trust 2001-E
                  450 West 33rd Street
                  New York, New York 10001
                  Attention:  Michael A. Smith
                  Tel.:  (212) 946-3346
                  Fax:  (212) 946-8302

                  and with a copy to

                  Ford Motor Credit Company
                  Ford Motor Company
                  World Headquarters
                  One American Road
                  Suite 1034-A1
                  Dearborn, MI  48126
                  Office of the General Counsel
                  Attention of the Secretary
                  Fax:   (313) 594-7742

(b)  Process Agent.  For the purpose of Section 13(c) of this Agreement:

             Party A appoints as its Process Agent:      Party A.

             Party B appoints as its Process Agent:      Party B.

(c)  Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d)  Multibranch Party.  For the purpose of Section 10 of this Agreement:

             (i)      Party A is not a Multibranch Party.

             (ii)     Party B is not a Multibranch Party.

(e)  Calculation Agent.  The Calculation Agent is Party B, unless otherwise
     specified in a Confirmation in relation to the relevant Transaction.

(f)  Credit Support Document.

         None

(g)  Credit Support Provider.

         Not applicable.

(h)  Governing Law.  This Agreement will be governed by and construed in
     accordance with the laws of the State of New York (without reference to
     its choice of law doctrine).

(i)  Netting of Payments.  Subparagraph (ii) of Section 2(c) of this Agreement
     will apply to all Transactions under this Agreement.

(j)  "Affiliate" will have the meaning specified in Section 14 of this
     Agreement.

(k)  Approval of Amendments or Assignment. No amendments to this Agreement
     shall be effected, nor may the rights and obligations of Party A be
     transferred or assigned, without the prior written confirmation of each
     Rating Agency that such amendment, transfer or assignment will not
     cause such Rating Agency to reduce or withdraw its then current rating on
     any of the Notes.

(l)  Waiver of Jury Trial. Each party waives, to the fullest extent permitted
     by applicable law, its right to have a jury trial in respect to any
     proceedings related to this Agreement. Each party (i) certifies that no
     representative, agent or attorney of the other party has represented,
     expressly or otherwise, that such other party would not, in the event of
     such a suit, action or proceeding, seek to enforce the foregoing waiver and
     (ii) acknowledges that it and the other party have been induced to enter
     into this Agreement, by, among other things, the mutual waivers and
     certifications in this Section.


Part 5.  Other Provisions.

     (a)  Counterparty  Rating  Withdrawal or  Reduction.  In the event that (w)
Party A's short-term  unsecured and  unsubordinated  debt rating is withdrawn or
reduced  below "A-1" by S&P,  (x) Party A's long- or  short-term  unsecured  and
unsubordinated debt rating is withdrawn or reduced below "Aa3"/"P-1" by Moody's,
(y) Party A's long-term unsecured and unsubordinated debt rating is withdrawn or
reduced  below  "AA-"  by  Fitch  (such  rating  thresholds,   "Approved  Rating
Thresholds")  or (z) any Rating  Agency gives  notice to Party B, the  Indenture
Trustee or the  Administrator  that the credit support,  if any, with respect to
Party A is no longer deemed adequate to maintain the then-current  rating on the
Class A  Notes,  within  30  days of such  rating  withdrawal  or  downgrade  or
notification  (unless,  within 30 days after such  withdrawal or downgrade  each
such Rating Agency has  reconfirmed  the rating of each Class of Notes which was
in effect  immediately  prior to such withdrawal or downgrade or  notification),
Party A shall (i)  assign  each  Transaction  to another  counterparty  with the
Approved Rating  Thresholds and approved by Party B (which approval shall not be
unreasonably  withheld) on terms substantially  similar to this Schedule and the
related  Confirmation,  (ii) obtain a guaranty of, or a contingent agreement of,
another person with Approved  Rating  Thresholds to honor Party A's  obligations
under this  Agreement,  provided  that such other  person is approved by Party B
(which approval not to be unreasonably  withheld),  (iii) post collateral  which
will be  sufficient  to restore the  immediately  prior ratings of each Class of
Notes issued by Party B or (iv) establish any other arrangement  satisfactory to
Party B and to the applicable Rating Agency, in each case, sufficient to satisfy
the Rating Agency Condition. All costs and expenses in connection with effecting
any  arrangements  pursuant to clauses (i), (ii), (iii) or (iv) shall be for the
account of Party A.

     (b) Non-Reliance. In connection with the negotiation of, the entering into,
and the confirming of the execution of this Master Agreement, any Credit Support
Document to which it is a party,  each  Transaction and any other  documentation
relating to this Master  Agreement to which it is a party or that is required by
this Master Agreement to deliver, each of Party A and Party B acknowledge that:

          i. it is not  relying  (for the  purposes  of  making  any  investment
          decision or  otherwise)  upon any advice,  counsel or  representations
          (whether written or oral) of the other party to this Master Agreement,
          such  Credit  Support   Document,   each  Transaction  or  such  other
          documentation  other than the  representations  expressly set forth in
          this  Master  Agreement,  such  Credit  Support  Document  and  in any
          Confirmation;

          ii. it has consulted with its own legal,  regulatory,  tax,  business,
          investment,  financial  and  accounting  advisors to the extent it has
          deemed  necessary,  and it has made its own  investment,  hedging  and
          trading decisions  (including  decisions  regarding the suitability of
          any Transaction  pursuant to this Master Agreement) based upon its own
          judgment  and upon any  advice  from such  advisors  as it has  deemed
          necessary  and not upon any view  expressed by the other party to this
          Master Agreement,  such Credit Support  Document,  each Transaction or
          such other documentation;

          iii.  it has a full  understanding  of all the terms,  conditions  and
          risks  (economic and otherwise) of the Master  Agreement,  such Credit
          Support Document, each Transaction and such other documentation and is
          capable of assuming and willing to, and will, assume  (financially and
          otherwise) those risks;

          iv. it is an  "eligible  contract  participant"  as defined in Section
          1a(12) of the Commodity  Exchange Act (7 U.S.C. 1a), as amended by the
          Commodity Futures Modernization Act of 2000;

          v. it is entering  into this  Master  Agreement,  such Credit  Support
          Document,  each  Transaction  and  such  other  documentation  for the
          purposes  of  managing  its  borrowings  or  investments,  hedging its
          underlying  assets  or  liabilities  or in  connection  with a line of
          business;

          vi. it is entering  into this Master  Agreement,  such Credit  Support
          Document,  each Transaction and such other documentation as principal,
          and not as agent or in any other capacity, fiduciary or otherwise; and

          vii.  the other party to this Master  Agreement,  such Credit  Support
          Document,  each  Transaction and such other  documentation  (a) is not
          acting as a fiduciary or financial,  investment  or commodity  trading
          advisor  for it;  (b) has not  given  to it  (directly  or  indirectly
          through any other person) any  assurance,  guaranty or  representation
          whatsoever as to the merits (either legal, regulatory, tax, financial,
          accounting or otherwise) of this Master Agreement, such Credit Support
          Document,  each Transaction or such other  documentation;  and (c) has
          not committed to unwind the Transactions.

         The representations and agreements in Part 5(2) above of this Schedule
         shall be deemed representations and agreements for all purposes of this
         Master Agreement, including without limitation Sections 3, 4, 5(a)(ii)
         and 5(a)(iv) hereof.

     (c) Deduction or Withholding  for Tax. Party B shall not be required to pay
to Party A any  amount  relating  to  Indemnifiable  Taxes  pursuant  to Section
2(d)(i)(4) of the Agreement. However, if in the absence of this paragraph, Party
B would otherwise be required to pay such amounts, Party A shall have the right,
but not the  obligation,  to  transfer  its  rights and  obligations  under this
Agreement  to another of its Offices or  Affiliates  or third party such that no
Indemnifiable Tax would be imposed, subject to the notice and consent provisions
set forth in paragraph 6(b)(ii) of the Agreement.

     (d) No Petition.  Party A hereby  covenants  and agrees that,  prior to the
date  which is one year and one day after the  payment in full of (i) all of the
Notes,  Class C  Certificates  and  Class D  Certificates  and  (ii)  any  other
securities  issued by a trust as to which FCAR Two LLC is the  depositor and the
expiration  of  all  applicable  preference  periods  under  the  United  States
Bankruptcy Code or other applicable law, it will not institute against,  or join
with  any  other  Person  in  instituting  against,  Party B or FCAR Two LLC any
bankruptcy, reorganization,  arrangement, insolvency or liquidation proceedings,
or other proceedings under the laws of any jurisdiction.  The provisions of this
paragraph shall survive the termination of this Agreement.

     (e) Limited Recourse. Notwithstanding anything to the contrary contained in
this  Agreement,  the  obligations  of  Party B  under  this  Agreement  and any
Transaction hereunder are solely the obligations of Party B and shall be payable
solely to the extent of funds received by and available to Party B in accordance
with the  priority  of  payment  provisions  of the  Indenture  and the Sale and
Servicing  Agreement and on the Distribution  Dates specified  therein.  Party A
acknowledges  that Party B has pledged  its assets  constituting  the  Indenture
Trust Estate to the Indenture Trustee.  Upon exhaustion of the assets of Party B
and proceeds thereof in accordance with the Indenture and the Sale and Servicing
Agreement, Party A shall not be entitled to take any further steps against Party
B to recover any sums due but still unpaid  hereunder or thereunder,  all claims
in respect of which  shall be  extinguished.  No  recourse  shall be had for the
payment of any amount owing in respect of any  obligation  of, or claim against,
Party B arising out of or based upon this Agreement or any Transaction hereunder
against any holder of a  beneficial  interest,  employee,  officer or  Affiliate
thereof and, except as specifically  provided  herein,  no recourse shall be had
for the payment of any amount  owing in respect of any  obligation  of, or claim
against, Party B based on or arising out of or based upon this Agreement against
the Administrator (as defined in the Administration Agreement),  FCAR Two LLC or
any stockholder,  holder of a beneficial interest,  employee, officer, director,
incorporator or Affiliate thereof;  provided,  however, that the foregoing shall
not relieve any such person or entity from any  liability  they might  otherwise
have as a result of gross negligence or fraudulent actions or omissions taken by
them.

     (f) Party B Pledge.  Notwithstanding  Section  7 of this  Agreement  to the
contrary,  Party A  acknowledges  that Party B will pledge its rights under this
Agreement to the  Indenture  Trustee for the benefit of the holders of the Notes
pursuant to the Indenture and agrees to such pledge. The Indenture Trustee shall
not be  deemed  to be a party to this  Agreement,  provided,  however,  that the
Indenture Trustee,  acting on behalf of the holders of the Notes, shall have the
right to enforce this  Agreement  against  Party A. Party A shall be entitled to
rely on any notice or communication  from the Indenture  Trustee to that effect.
Party A acknowledges  that Party B will pledge  substantially  all its assets to
the Indenture  Trustee for the benefit of the  Noteholders  and Party A and that
all payments hereunder, including payments on early termination, will be made in
accordance with the priority of payment provisions of the Indenture and the Sale
and Servicing Agreement and on the Distribution Dates specified therein.

     (g)  Confirmation  of  Transactions.  Each  Transaction  to be  effectuated
pursuant to this Agreement shall be evidenced by a written confirmation executed
by each of Party A and Party B.

     (h) Recording of Conversations. Each party (i) consents to the recording of
the  telephone  conversations  of the trading  and  marketing  personnel  of the
parties  in  connection   with  this  Agreement  and  any  potential  or  actual
Transaction  and (ii)  agrees to obtain any  necessary  consent  of, and to give
notice of such recording to, its personnel.

     (i)  Consent  by Party A to  Amendments  to Certain  Documents.  Before any
amendment  is made  to the  Indenture  or any of the  Receivables  Transfer  and
Servicing  Agreements  which may  adversely  affect  any of Party A's  rights or
obligations  under this Agreement or any Transaction,  or modify the obligations
of,  or  impair  the  ability  of Party B to  fully  perform  any of  Party  B's
obligations under this Agreement or any Transaction, Party B shall provide Party
A with a copy of the  proposed  amendment  or  supplement  and shall  obtain the
consent of Party A thereto  prior to its  adoption,  which  consent shall not be
unreasonably  withheld,  provided  that Party A's consent will be deemed to have
been  given if Party A does not  object in writing  within 10  Business  Days of
receipt of a written request for such consent.

     (j)  Definitions.  Unless  otherwise  specified  in  a  Confirmation,  this
Agreement  and the relevant  Transaction  between the parties are subject to the
2000 ISDA Definitions  (the  "Definitions"),  as published by the  International
Swap Dealers Association, Inc., and will be governed in all relevant respects by
the provisions set forth in the Definitions,  without regard to any amendment to
the Definitions subsequent to the date hereof. The provisions of the Definitions
are  incorporated  by reference in and shall be deemed a part of this Agreement,
except that  references  in the  Definitions  to a "Swap  Transaction"  shall be
deemed  references to a  "Transaction"  for purposes of this  Agreement.  In the
event of any  inconsistency  between the  provisions  of this  Agreement and the
Definitions,  this  Agreement  will prevail.  In the event of any  inconsistency
between the provision of any Confirmation and this Agreement or the Definitions,
such Confirmation will prevail for the purpose of the relevant Transaction.

     (k) Additional Definitions.

         "Administration Agreement" shall mean the administration agreement
(including Appendix A thereto) dated as of September 1, 2001, as amended,
supplemented or otherwise modified and in effect, by and among Party B,
Ford Motor Credit Company and The Chase Manhattan Bank.

        "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in New York, New York or
the State of Delaware are authorized or obligated by law, regulation or
executive order to remain closed.

         "Class A Notes" means the Class A Notes issued by Party B pursuant to
the Indenture.

         "Class A-1 Notes" means the Class A-1 Notes issued by Party B pursuant
to the Indenture.

         "Class A-2 Notes" means the Class A-2 Notes issued by Party B pursuant
to the Indenture.

         "Class A-3 Notes" means the Class A-3 Notes issued by Party B pursuant
to the Indenture.

         "Class A-4 Notes" means the Class A-4 Notes issued by Party B pursuant
to the Indenture.

         "Class B Notes" means the Class B Notes issued by Party B pursuant to
the Indenture.

         "Class C Certificates" means the Class C Certificates issued by Party B
pursuant to the Trust Agreement.

         "Class D Certificates" means the Class D Certificates issued by Party B
pursuant to the Trust Agreement.

         "Closing Date" shall mean October 3, 2001.

         "Distribution Date" shall mean the fifteenth (15th) day of each
calendar month or, if such day is not a Business Day, the next succeeding
Business Day, commencing October 15, 2001.

         "FCAR Two LLC" shall mean Ford Credit Auto Receivables Two LLC.

         "Fitch" means Fitch, Inc.

         "Indenture" shall mean the indenture dated as of September 1, 2001
(including Appendix A thereto), as amended, supplemented or otherwise modified
and in effect, between Party B and The Chase Manhattan Bank, as Indenture
Trustee.

         "Indenture Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders and the Swap
Counterparties (including, without limitation, all property and interests
granted to the Indenture Trustee), including all proceeds thereof.

         "Indenture Trustee" shall mean The Chase Manhattan Bank or any
successor or replacement thereto pursuant to the Indenture.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes and the Class B Notes issued by Party B pursuant
to the Indenture.

         "Owner Trustee" shall mean The Bank of New York, as owner trustee under
the Trust Agreement.

         "Purchase Agreement" shall mean the purchase agreement (including
Appendix A thereto) dated as of September 1, 2001, as from time to time amended,
supplemented or otherwise modified and in effect, between Ford Motor Credit
Company and FCAR Two LLC.

         "Rating Agencies" shall mean Moody's, S&P and Fitch or any substitute
rating agency that FCAR Two LLC requests to rate the Notes, Class C
Certificates or Class D Certificates.

         "Rating Agency Condition" shall mean, with respect to any action, that
each Rating Agency shall have been given prior notice thereof and that each of
the Rating Agencies shall have notified FCAR Two LLC, the Servicer, the Owner
Trustee and the Indenture Trustee in writing that such action will not result in
a reduction or withdrawal of the then current rating of the Notes or the
Certificates.

         "Receivables Transfer and Servicing Agreements" shall mean collectively
the Purchase Agreement, the Sale and Servicing Agreement, the Trust Agreement
and the Administration Agreement.

         "S&P" shall mean Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.

         "Sale and Servicing Agreement" shall mean the sale and servicing
agreement (including Appendix A thereto) dated as of September 1, 2001, as
amended, supplemented or otherwise modified and in effect, by and among Party B,
FCAR Two LLC, as seller, and Ford Motor Credit Company, as servicer.

         "Servicer" shall mean Ford Motor Credit Company, as servicer under the
Sale and Servicing Agreement.

         "Swap Counterparties" means Citibank, N.A. and any other institution
becoming a successor or replacement under this Agreement.

         "Trust Agreement" shall mean the Amended and Restated Trust Agreement
(including Appendix A thereto), dated as of September 1, 2001, as amended,
supplemented or otherwise modified and in effect, by and among FCAR Two LLC, the
Bank of New York (Delaware), as Delaware Trustee and The Bank of New York, as
Owner Trustee.



<PAGE>




             IN WITNESS WHEREOF, the parties have executed this Schedule to the
Master Agreement on the respective dates specified below with effect from the
date specified on the first page of this document.



FORD CREDIT AUTO OWNER TRUST                      CITIBANK, N.A.
2001-E

By: THE BANK OF NEW YORK,
    not in its individual capacity
    but solely as Owner Trustee


By: ____________________                          By:  ____________________
Name:                                             Name:
Title:                                            Title:

Date:                                             Date:

                                                  By:______________________
                                                  Name:
                                                  Title:

                                                  Date:


<PAGE>

EXHIBIT A-Form of Confirmation
                                                                       [Date]


To:               CITIBANK, N.A.
Contact:          [                    ]
                  Tel:
                  Fax:

From:             FORD CREDIT AUTO OWNER TRUST 2001-E
Contact:          [                    ]
                  Tel:
                  Fax:

                  Re:  Interest Rate Swap Reference No. [                    ]

Ladies and Gentlemen:

                  The purpose of this letter agreement is to confirm the terms
and conditions of the Swap Transaction entered into between Citibank, N.A.
("Party A") and Ford Credit Auto Owner Trust 2001-A ("Party B") on the Trade
Date listed below (the "Transaction"). This letter constitutes a "Confirmation"
as referred to in the ISDA Agreement specified below.

                  The definitions and provisions contained in the 2000 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
are incorporated into this Confirmation. For these purposes, all references in
those Definitions to a "Swap Transaction" shall be deemed to apply to the
Transactions referred to herein. In the event of any inconsistency between those
definitions and this Confirmation, this Confirmation will govern.

                  1. This Confirmation supplements, forms part of, and is
subject to, the Master Agreement dated as of October 3, 2001, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Indenture referred to in the
Agreement. In the event of any inconsistency between those terms and this
Confirmation, this Confirmation will govern.

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

                Party A:                           Citibank, N.A.

                Party B:                           Ford Credit Auto Owner Trust
                                                   2001-E.

                Trade Date:                        [                    ] .

                Effective Date:                    [                    ] .

                Notional Amount:                   [The Notional
                                                   Amount initially shall
                                                   equal [ ] and shall
                                                   decrease by an amount equal
                                                   to the amount of the
                                                   reduction in the aggregate
                                                   principal balance of the
                                                   Class [A- ] Notes on each
                                                   Distribution Date.
                                                   Decreases in the Notional
                                                   Amount with respect to the
                                                   calculation of Fixed
                                                   Amounts shall take effect
                                                   as of the Period End Date
                                                   occurring in the month of
                                                   the Distribution Date.
                                                   Party B shall determine the
                                                   Notional Amount and shall
                                                   inform Party A of such
                                                   determination by the
                                                   twelfth day of each
                                                   calendar month.]

                Termination Date:                  The earlier of [ ] and
                                                   the date the aggregate
                                                   outstanding principal
                                                   balance of the Class [A- ]
                                                   Notes has been reduced to
                                                   zero.

             Fixed Amounts

                   Fixed Rate Payer:              Party B.

                   Fixed Rate Payer

                   Payment Date:                  The 15th day of each calendar
                                                  month, subject to adjustment
                                                  in accordance with the
                                                  Following Business Day
                                                  Convention.

                   Period End Date:               The 15th day of each calendar
                                                  month, with No Adjustment.

                   Fixed Rate:                    [        ]%

                   Fixed Rate Day
                   Count Fraction:                30/360.

             Floating Amounts

                   Floating Rate Payer:           Party A.

                   Floating Rate Payer

                   Payment Dates:                 The 15th day of each calendar
                                                  month, subject to adjustment
                                                  in accordance with the
                                                  Following Business Day
                                                  Convention.

                   Floating Rate for
                   initial Calculation
                   Period:                        [       ]% (excluding spread)

                   Floating Rate Option:          [USD-LIBOR-BBA].


                   Designated Maturity:           One month.

                   Spread:                        [    ]%

                   Floating Rate Day
                   Count Fraction:                Actual/360.

                   Reset Dates:                   The first day of each Floating
                                                  Rate Payer Calculation Period.

                   Business Days:                 New York and Delaware.

                  3.  Account Details

                  Payments to Party A:      Citibank, N.A. New York
                                            ABA#: 021000089
                                            Account#: 00167679
                                            Financial Futures

                  Payments to Party B:      The Chase Manhattan Bank
                                            ABA#: 021000021
                                            Account#: 160838.1
                                            Account Name:  Collection Account
                                            Ref:  Ford 2001-E

                  Party A Operations
                  Contact:                  Citibank, N.A.
                                            333 West 34th Street, 2nd Floor
                                            New York, New York
                                            Attention:  Warren Braganza
                                            Tel:  (212) 615-8370

                  Party B Operations
                  Contact:                  The Chase Manhattan Bank
                                            Corporate Trust Administration
                                            450 West 33rd Street, 14th Floor
                                            New York, New York 10001
                                            Attention:  Michael A. Smith
                                            Tel:  (212) 946-3346
                                            Fax:  (212) 946-8302


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                  Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing this Confirmation and returning it to us.

Best Regards,


               FORD CREDIT AUTO OWNER TRUST 2001-E

               By:     THE BANK OF NEW YORK,
                       not in its individual capacity
                       but solely as Owner Trustee


               By:______________________________
                  Name:
                  Title:


               CITIBANK, N.A.


               By:______________________________
                  Name:
                  Title: