Exhibit 10.2


                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILED 09:00 AM 03/13/2002
                                                        020168420 - 3460180



                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                    NATIONAL CITY VEHICLE RECEIVABLES INC.

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

                 Adopted in Accordance with the Provisions of
              Section 242 and 245 of the General Corporation Law
                           of the State of Delaware
                         -----------------------------


         The undersigned, being the Vice President and Secretary of NATIONAL
CITY VEHICLE RECEIVABLES INC., a corporation existing under the laws of the
State of Delaware (the "Corporation"), does hereby certify that this Amended
and Restated Certificate of Incorporation has been duly adopted and approved
by the Board of Directors of the Corporation by unanimous written consent in
lieu of a meeting thereof in accordance with the provisions of Sections
141(f), 242 and 245 of the General Corporation Law of the State of Delaware,
and by the stockholders of the Corporation by written consent in lieu of a
meeting thereof in accordance with the provisions of Sections 228, 242 and 245
of the General Corporation Law of the State of Delaware.

         The undersigned further certifies that (i) the Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on November 26, 2001, under the name NATIONAL CITY VEHICLE
RECEIVABLES INC. and (ii) the Certificate of Incorporation of the Corporation
is hereby amended and restated in full as follows:

         FIRST: The name of the Corporation is NATIONAL CITY VEHICLE
RECEIVABLES INC.

         SECOND: The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

         THIRD: Subject to Article Eleventh hereof, the purpose of the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.

         FOURTH: The total number of shares which the Corporation shall have
authority to issue is one hundred (100) shares of Common Stock, with a par
value of $.01 per share.

         FIFTH: Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the Corporation (the "By-laws").

<PAGE>

         SIXTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware or any other applicable laws presently or hereafter
in effect, no director or officer of the Corporation shall be personally
liable to the Corporation or its stockholders for or with respect to any acts
or omissions in the performance of his or her duties as a director or officer
of the Corporation. Any repeal or modification of this Article shall not
adversely affect any right or protection of a director or officer of the
Corporation existing immediately prior to such repeal or modification.

         SEVENTH: Each person who is or was or had agreed to become a director
or officer of the Corporation (including the heirs, executors, administrators
or estate of such person), shall be indemnified by the Corporation to the
fullest extent permitted by the General Corporation Law of the State of
Delaware or any other applicable laws as presently or hereafter in effect.
Without limiting the generality or the effect of the foregoing, the
Corporation may enter into one or more agreements with any person which
provide for indemnification greater or different than that provided in this
Article. Any repeal or modification of this Article shall not adversely affect
any right or protection existing hereunder immediately prior to such repeal or
modification.

         EIGHTH: In furtherance and not in limitation of the rights, powers,
privileges, and discretionary authority granted or conferred by the General
Corporation Law of the State of Delaware or other statutes or laws of the
State of Delaware, the Board of Directors is expressly authorized to make,
alter, amend or repeal the By-laws, without any action on the part of the
stockholders, but the stockholders may make additional By-laws and may alter,
amend or repeal any By-law whether adopted by them or otherwise. The
Corporation may in its By-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.

         NINTH: Subject to Part (D) of Article Eleventh hereof, the
Corporation reserves the right at any time and from time to time to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed herein or by applicable law; and all rights, preferences
and privileges of whatsoever nature conferred upon stockholders, directors or
any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject
to this reservation.

         TENTH: The books of the Corporation will be kept (subject to the
provisions contained in the General Corporation Law) at such place or places
as may be designated from time to time by the board of directors or in the
By-laws.

         ELEVENTH: Notwithstanding anything to the contrary contained in this
Certificate of Incorporation, the Bylaws of the Corporation and/or any
provision of law that otherwise so empowers the Corporation, the following
provisions shall apply:



                                      2
<PAGE>

         (A) The nature of the business and of the purposes to be conducted
and promoted by the Corporation is to engage solely in the following
activities:

               (i) serving as a special purpose issuer, transferee or
depositor in connection with a securitization of financial assets;

               (ii) acquiring, owning, selling and otherwise dealing with
financial assets, and financing the acquisition thereof in connection with
such a securitization;

               (iii) servicing, processing, settling, collecting and
otherwise dealing with financial assets, the collateral securing same and any
proceeds or further rights associated with any of the foregoing;

               (iv) entering into certain agreements in connection with
such activities, (including, but not limited to, trust agreements, indentures,
receivables purchase agreements and sale and servicing agreements)
(collectively, the "Transaction Documents") and performing its obligations
thereunder;

               (v) entering into such other agreements and instruments as
may be contemplated by the terms and provisions of the receivables purchase
agreements and the sale and servicing agreements or necessary or desirable in
connection with the consummation of the transactions contemplated thereby or
the performance by the Corporation of its obligations thereunder;

               (vi) pledging, assigning and creating/granting security
interests in any of the assets (including, without limitation, the financial
assets owned or acquired by the Corporation) of the Corporation, as may be
contemplated or permitted by the terms and provisions of any of the
Transaction Documents, or necessary or desirable in connection with the
consummation of the transactions contemplated thereby or the performance by
the Corporation of its obligations thereunder;

               (vii) maintaining deposit, checking, investment and other
accounts with financial institutions;

               (viii) owning and maintaining lock-boxes, as contemplated by
the Transaction Documents;

               (ix) entering into one or more servicing agreements or other
agreements with any entity acting as manager, servicer or collection agent for
the financial assets owned or acquired or transferred by the Corporation; and

               (x) transacting any and all lawful business for which a
corporation may be organized under Delaware law that is incident, necessary
and appropriate to accomplish the special purposes set forth above.

         (B) The Corporation at all times shall have not less than two
Independent Directors. When voting on whether the Corporation will take any
action described in Articles Eighth, Ninth



                                      3
<PAGE>

and Eleventh (D) and (F), such Independent Directors shall owe their
primary fiduciary duty to the Corporation (including the Corporation's
creditors).

         (C) Other than as contemplated by any Transaction Document, the
Corporation is prohibited from engaging in any dissolution, liquidation,
consolidation, merger or sale of all (or substantially all) of its property or
assets.

         (D) The Corporation is prohibited from amending the Corporation's
Amended and Restated Certificate of Incorporation without the prior written
consent of all directors, including the Independent Directors.

         (E) The Corporation shall not incur indebtedness other than pursuant
to the Transaction Documents, except for incurring liabilities in the ordinary
course of its business that are related to the acquisition, ownership, sale
and financing of financial assets in connection with a securitization thereof.

         (F) The unanimous and affirmative vote of all directors, including
the Independent Directors, of the Corporation shall be required for the
Corporation to take any "Bankruptcy Action." "Bankruptcy Action" means any of
the following:

              (1)  Taking any action that would cause the Corporation to
                   become insolvent;

              (2)  Commencing any case, proceeding or other action on behalf
                   of the Corporation, or otherwise seeking any relief, under
                   any existing or future law of any jurisdiction relating to
                   bankruptcy, insolvency, reorganization or relief from debts
                   or the protection of debtors generally;

              (3)  Consenting to the institution of bankruptcy or insolvency
                   proceedings against the Corporation;

              (4)  Filing a petition or consenting to a petition seeking
                   reorganization, arrangement, adjustment, winding-up,
                   composition, or other relief on behalf of the Corporation
                   of its debts under any federal or state law relating to
                   bankruptcy;

              (5)  Seeking or consenting to the appointment of a receiver,
                   liquidator, assignee, trustee, sequestrator, custodian or
                   any similar official for the Corporation or a substantial
                   portion of its assets;

              (6)  Making any further assignment for the benefit of the
                   Corporation's creditors; or

              (7)  Taking any action in furtherance of any of the foregoing.



                                      4
<PAGE>

         (G) In order to preserve its separate and distinct corporate
identity, in addition to the other provisions set forth herein, the
Corporation, at all times in conducting its affairs, shall (except as
otherwise permitted by any of the Transaction Documents):

              (1)  Maintain its books and records separate from any other
                   Person or entity;

              (2)  Maintain its bank accounts separate from any other Person
                   or entity;

              (3)  Not commingle its assets with those of any other Person or
                   entity and shall hold all of its assets in its own name;

              (4)  Conduct its own business in its own name;

              (5)  Pay its own liabilities and expenses only out of its own
                   funds;

              (6)  Observe all corporate and other organizational formalities;

              (7)  Maintain an arm's length relationship with its Affiliates
                   and to enter into transactions with Affiliates only on a
                   commercially reasonable basis;

              (8)  Pay the salaries of its own employees (if any) from its own
                   funds;

              (9)  Maintain a sufficient number of employees (if any) in light
                   of its contemplated business operations;

              (10) Not guarantee or become obligated for the debts of any
                   other Person or entity;

              (11) Not hold out its credit as being available to satisfy the
                   obligations of any other Person or entity;

              (12) Allocate fairly and reasonably any overhead expenses that
                   are shared with an Affiliate, including paying for office
                   space and services performed by any employee of an
                   Affiliate;

              (13) Use separate stationery, invoices, and checks bearing its
                   own name;

              (14) Not pledge its assets for the benefit of any other Person
                   or entity;

              (15) Hold itself out as a separate entity;

              (16) Correct any known misunderstanding regarding its separate
                   identity;

              (17) Not identify itself as a division of any other Person or
                   entity (other than, as the case may be, for tax or
                   accounting purposes); and

              (18) Maintain adequate capital in light of its contemplated
                   business operations.



                                      5
<PAGE>

         (H) Solely for the purposes of this Article Eleventh, as used herein,
the following terms shall have the following meanings:

         "Affiliate" of any Person means any Person that (i) directly or
indirectly Controls, is Controlled by or is under common Control with such
Person; or (ii) is an officer or director of such Person. A Person shall be
deemed to be "Controlled by" another Person if such other Person possesses,
directly or indirectly, the power (a) to vote 5% or more of the securities (on
a fully diluted basis) having ordinary voting power for the election of
directors or managing partners of such other Person, or (b) to direct or cause
the direction of the management and policies of such other Person whether by
contract or otherwise. The words "Affiliates" and "Affiliated" have
correlative meanings.

         "Control" when used with respect to any specified Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of management, policies, or activities of a Person or entity,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "Controlling" and "Controlled" have meanings correlative to the
foregoing.

         "Independent Director" means a director of the Corporation who is not
at the time of initial appointment, or at any time while serving as a director
of the Corporation, and has not been at any time during the preceding five (5)
years: (a) a stockholder, member, director (with the exception of serving as
an independent director of the Corporation or any Affiliate), manager,
officer, employee, partner, attorney or counsel of the Corporation or any
Affiliate of the Corporation; (b) a customer, supplier or other Person who
derives any of its purchases or revenues from its activities with the
Corporation or any Affiliate of the Corporation; (c) a Person or other entity
Controlling or under common Control with any such stockholder, member,
director, manager, officer, employee, partner, attorney or counsel; or (d) a
member of the immediate family of any such stockholder, member, director,
manager, officer, employee, partner, attorney or counsel. An individual that
otherwise satisfies the foregoing shall not be disqualified from serving as an
Independent Director of the Corporation if such individual is at the time of
initial appointment, or at any time while serving as an Independent Director
of the Corporation, an independent director of a "Special Purpose Corporation"
Affiliated with the Corporation.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization, or
government or any agency or political subdivision thereof.

         "Special Purpose Corporation" means a corporation or limited
liability company whose organizational documents contain restrictions on its
activities and impose requirements intended to preserve its separateness that
are substantially similar to those of the Corporation, and provide, inter
alia, that it: (a) is organized for a limited purpose; (b) has restrictions on
its ability to incur indebtedness, dissolve, liquidate, consolidate, merge
and/or sell all (or substantially all) of its property or assets; (c) may not
file voluntarily a bankruptcy petition on its own behalf without the consent
of at least one independent director; and (d) shall conduct itself in
accordance with certain "separateness covenants," including, but not limited
to, the maintenance of books, records, bank accounts and assets separate from
those of any other Person or entity.



                                      6
<PAGE>

         IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation, having been duly adopted in accordance with the General
Corporation Law of the State of Delaware, has been signed by Robert B. Crowl,
the Corporation's authorized officer, this 13th day of March, 2002.

                                    NATIONAL CITY VEHICLE RECEIVABLES INC.


                                    By: /s/ Robert B. Crowl
                                        ----------------------------------
                                        Name:   Robert B. Crowl
                                        Title:  Vice President and Secretary


                                      7