Exhibit 4.2


                                                                EXECUTION COPY
==============================================================================










                     AMENDED AND RESTATED TRUST AGREEMENT

                                    between

                    NATIONAL CITY VEHICLE RECEIVABLES INC.,
                                 as Depositor,


                                      and


                           WILMINGTON TRUST COMPANY,
                               as Owner Trustee


                           Dated as of March 1, 2002
==============================================================================


<PAGE>

                               TABLE OF CONTENTS

                                   ARTICLE I
                                  DEFINITIONS
<TABLE>
<CAPTION>


<S>     <C>                                                                         <C>
Section 1.01.  Capitalized Terms.....................................................1
Section 1.02.  Other Definitional Provisions.........................................3

                                  ARTICLE II
                                 ORGANIZATION

Section 2.01.  Name .................................................................4
Section 2.02.  Office ...............................................................4
Section 2.03.  Purposes and Powers...................................................4
Section 2.04.  Appointment of Owner Trustee..........................................5
Section 2.05.  Initial Capital Contribution of Trust Estate..........................5
Section 2.06.  Declaration of Trust..................................................5
Section 2.07.  [Reserved]............................................................6
Section 2.08.  Title to Trust Property...............................................6
Section 2.09.  Situs of Trust........................................................6
Section 2.10.  Representations, Warranties and Covenants of the Depositor............6
Section 2.11.  Federal Income Tax Allocations........................................7

                                  ARTICLE III
                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.  Initial Ownership.....................................................8
Section 3.02.  The Trust Certificates................................................8
Section 3.03.  Execution, Authentication and Delivery of Trust Certificates..........8
Section 3.04.  Registration of Transfer and Exchange of Trust Certificates...........8
Section 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates..............10
Section 3.06.  Persons Deemed Owners................................................11
Section 3.07.  Access to List of Certificateholders' Names and Addresses............11
Section 3.08.  Maintenance of Office or Agency......................................11
Section 3.09.  Appointment of Paying Agent..........................................11
Section 3.10.  Definitive Trust Certificates........................................12

                                  ARTICLE IV
                           ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice with Respect to Certain Matters.........................12
Section 4.02.  Action by Certificateholders with Respect to Certain Matters.........14
Section 4.03.  Action by Certificateholders with Respect to Bankruptcy..............14
Section 4.04.  Restrictions on Certificateholders' Power............................15
Section 4.05.  Majority Control.....................................................15

                                   ARTICLE V
                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.  Establishment of Trust Account.......................................15
Section 5.02.  Application of Trust Funds...........................................15




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<PAGE>

Section 5.03.  Method of Payment....................................................16
Section 5.04.  [Reserved]...........................................................16
Section 5.05.  Accounting and Reports to Certificateholders, the Internal
               Revenue Service and Others...........................................16
Section 5.06.  Signature on Returns; Tax Matters Partner............................17

                                  ARTICLE VI
                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.  General Authority....................................................17
Section 6.02.  General Duties.......................................................17
Section 6.03.  Action upon Instruction..............................................18
Section 6.04.  No Duties Except as Specified in this Agreement
               or in Instructions...................................................19
Section 6.05.  No Action Except Under Specified Documents or Instructions...........19
Section 6.06.  Restrictions.........................................................19

                                  ARTICLE VII
                         CONCERNING THE OWNER TRUSTEE

Section 7.01.  Acceptance of Trusts and Duties......................................19
Section 7.02.  Furnishing of Documents..............................................20
Section 7.03.  Representations and Warranties.......................................21
Section 7.04.  Reliance; Advice of Counsel..........................................21
Section 7.05.  Not Acting in Individual Capacity....................................22
Section 7.06.  Owner Trustee Not Liable for Trust Certificates or for Receivables...22
Section 7.07.  Owner Trustee May Own Trust Certificates and Notes...................22
Section 7.08.  Doing Business in Other Jurisdictions................................22
Section 7.09.  Paying Agent; Authenticating Agent...................................23

                                 ARTICLE VIII
                         COMPENSATION OF OWNER TRUSTEE

Section 8.01.  Owner Trustee's Fees and Expenses....................................23
Section 8.02.  Indemnification......................................................23
Section 8.03.  Payments to the Owner Trustee........................................24

                                  ARTICLE IX
                        TERMINATION OF TRUST AGREEMENT

Section 9.01.  Termination of Trust Agreement.......................................24

                                   ARTICLE X
            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.  Eligibility Requirements for Owner Trustee..........................25
Section 10.02.  Resignation or Removal of Owner Trustee.............................25
Section 10.03.  Successor Owner Trustee.............................................26
Section 10.04.  Merger or Consolidation of Owner Trustee............................27
Section 10.05.  Appointment of Co-Trustee or Separate Trustee.......................27




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<PAGE>

                                  ARTICLE XI
                                 MISCELLANEOUS

Section 11.01.  Supplements and Amendments..........................................28
Section 11.02.  No Legal Title to Trust Estate in Certificateholders................29
Section 11.03.  Limitations on Rights of Others.....................................29
Section 11.04.  Notices.............................................................29
Section 11.05.  Severability........................................................30
Section 11.06.  Separate Counterparts...............................................30
Section 11.07.  Successors and Assigns..............................................30
Section 11.08.  Covenants of the Depositor..........................................30
Section 11.09.  No Petition.........................................................30
Section 11.10.  No Recourse.........................................................30
Section 11.11.  Headings............................................................31
Section 11.12.  GOVERNING LAW.......................................................31
Section 11.13.  Trust Certificate Transfer Restrictions.............................31

Exhibit A         Form of Trust Certificate........................................A-1
Exhibit B         Form of Certificate of Trust.....................................B-1

</TABLE>




                                     iii


<PAGE>

         This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 1, 2002,
is between NATIONAL CITY VEHICLE RECEIVABLES INC., a Delaware corporation, as
depositor (the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the "Owner Trustee").

         WHEREAS, the Owner Trustee and the Depositor entered into a Trust
Agreement dated as of March 11, 2002 (the "Original Trust Agreement"); and

         WHEREAS, the Original Trust Agreement is being amended and restated
as of March 1, 2002;

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

                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

         "Administration Agreement" shall mean the Owner Trust Administration
Agreement dated as of March 1, 2002, among National City Auto Receivables
Trust 2002-A, as the Trust, National City Bank, as Owner Trust Administrator,
and The Bank of New York, as Indenture Trustee.

         "Agreement" shall mean this Amended and Restated Trust Agreement, as
the same may be amended and supplemented from time to time.

         "Benefit Plan" shall have the meaning assigned to such term in
Section 11.13.

         "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from
time to time.

         "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.01.

         "Certificate of Trust" shall mean the Certificate of Trust
substantially in the form of Exhibit B filed for the Trust pursuant to Section
3810(a) of the Business Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned in and the registrar appointed pursuant to Section 3.04.

         "Class A-1 Notes" shall mean the 2.04% Asset Backed Notes, Class A-1,
issued pursuant to the Indenture.

         "Class A-2 Notes" shall mean the 3.00% Asset Backed Notes, Class A-2,
issued pursuant to the Indenture.



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<PAGE>


         "Class A-3 Notes" shall mean the 4.04% Asset Backed Notes, Class A-3,
issued pursuant to the Indenture.

         "Class A-4 Notes" shall mean the 4.83% Asset Backed Notes, Class A-4,
issued pursuant to the Indenture.

         "Class B Notes" shall mean the 3.62% Asset Backed Notes, Class B,
issued pursuant to the Indenture.

         "Class C Notes" shall mean the 4.52% Asset Backed Notes, Class C,
issued pursuant to the Indenture.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.

         "Corporate Trust Office" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration, or at such other
address in the State of Delaware as the Owner Trustee may designate by notice
to the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Owner Trustee at the address (which shall be in the
State of Delaware) designated by such successor Owner Trustee by notice to the
Certificateholders and the Depositor.

         "Depositor" shall mean National City Vehicle Receivables Inc., and
its successors, in its capacity as depositor hereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         "Expenses" shall have the meaning assigned to such term in Section
8.02.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.

         "Indenture" shall mean the Indenture, dated as of March 1, 2002
between the Trust and The Bank of New York, as Indenture Trustee.

         "National City Bank" means National City Bank, a national banking
association, and its successors.

         "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner
trustee under this Agreement, and any successor Owner Trustee hereunder.



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<PAGE>

         "Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.09 and shall initially be The Bank of New
York.

         "Percentage Interest" means, as to any Certificate, the percentage
interest, specified on the face thereof, in the distributions on the
Certificates pursuant to this Agreement.

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

         "Record Date" shall mean, with respect to any Payment Date, the last
day of the month preceding such Payment Date.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of March 1, 2002, among the Trust, as issuer, the
Depositor, National City Bank, as seller, servicer, custodian and
administrator, and The Bank of New York, as indenture trustee, as the same may
be amended or supplemented from time to time.

         "Secretary of State" shall mean the Secretary of State of the State
of Delaware.

         "Treasury Regulations" shall mean regulations, including proposed or
temporary Regulations, promulgated under the Code. References herein to
specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" shall mean National City Auto Receivables Trust 2002-A, the
Delaware business trust created by the Original Trust Agreement and the filing
of the Certificate of Trust with the Secretary of State and continued hereby.

         "Trust Certificate" shall mean a certificate evidencing the
beneficial interest of a Certificateholder in the Trust, substantially in the
form attached hereto as Exhibit A.

         "Trust Estate" shall mean all right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article II
of the Sale and Servicing Agreement, all funds on deposit from time to time in
the Trust Accounts and the Certificate Distribution Account, and all other
property of the Trust from time to time, including any rights of the Owner
Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
Administration Agreement.

         Section 1.02.  Other Definitional Provisions.

               (a) Capitalized terms used and not otherwise defined herein
have the meanings assigned to them in the Sale and Servicing Agreement or, if
not defined therein, in the Indenture.




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<PAGE>

               (b) 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.

               (c) 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. 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.

               (d) 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; "or" includes
"and/or"; and the term "including" shall mean "including without limitation".

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

               (f) Any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

                                  ARTICLE II

                                 ORGANIZATION

         Section 2.01. Name. The Trust heretofore created and continued hereby
is known as "National City Auto Receivables Trust 2002-A," in which name the
Owner Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued.

         Section 2.02. Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.

         Section 2.03. Purposes and Powers. The purpose of the Trust is to
engage in the following activities and the Trust shall have the power and
authority:



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<PAGE>
                   (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 each case in accordance with the Basic
         Documents;

                   (b) with the proceeds of the sale of the Notes and the
         Trust Certificates, to purchase the Receivables, to fund the Reserve
         Account, to pay the organizational, start-up and transactional
         expenses of the Trust and to pay the balance of such proceeds to the
         Depositor 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 terms of 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.

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

         Section 2.04. Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

         Section 2.05. Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner 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 Owner Trustee, promptly reimburse the Owner Trustee
for any such expenses paid by the Owner Trustee.

         Section 2.06. Declaration of Trust. The Owner 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
Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust.




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<PAGE>

It is the intention of the parties hereto that, solely for income and
franchise tax purposes : (1) if there is one beneficial owner in respect of
the Trust Certificates, the Trust shall be treated as a disregarded entity,
and (2) if there is more than one beneficial owner in respect of the Trust
Certificates, the Trust shall be treated as a partnership for income and
franchise tax purposes, with the assets of the partnership being the
Receivables and other assets held by the Trust, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. The parties agree that, unless otherwise required by appropriate
tax authorities, the Trust and to the extent applicable, the
Certificateholders will file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterization of the
Trust provided in the preceding sentence for such tax purposes and will not
take any position contrary to this characterization in any federal or state
tax filings. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and in the Business Trust Statute
with respect to accomplishing the purposes of the Trust.

         Section 2.07.  [Reserved].

         Section 2.08. Title to Trust Property. Subject to 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 Owner
Trustee, a co-trustee or a separate trustee, as the case may be.

         Section 2.09. Situs of Trust. The Trust will be located in the State
of Delaware and administered in the State of Delaware or the State of New
York. All bank accounts maintained by the Owner Trustee on behalf of the Trust
shall be located in the State of Delaware or the State of New York. The Trust
shall not have any employees; provided, however, that nothing herein shall
restrict or prohibit the Owner 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. The only office of the Trust will be at the Corporate Trust Office in
the State of Delaware.

         Section 2.10. Representations, Warranties and Covenants of the
Depositor. The Depositor hereby represents and warrants to the Owner 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 its property or the conduct of its business shall require
         such qualifications.

                   (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




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<PAGE>

         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 Depositor has duly executed and delivered this
         Agreement, and this Agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor, in
         accordance with its terms.

                   (e) 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 bylaws of
         the Depositor, or any indenture, agreement or other instrument to
         which the Depositor is a party or by which it is bound; nor 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); nor 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.

                   (f) There are no proceedings or investigations pending or
         threatened before any court, regulatory body, administrative agency
         or other governmental instrumentality having jurisdiction over the
         Depositor or its properties (i) asserting the invalidity of this
         Agreement, (ii) seeking to prevent the consummation of any of the
         transactions contemplated by this Agreement or (iii) seeking any
         determination or ruling that might materially and adversely affect
         the performance by the Depositor of its obligations under, or the
         validity or enforceability of, this Agreement.

                   (g) The representations and warranties of the Depositor in
         Section 3.02 of the Sale and Servicing Agreement are true and
         correct.

         Section 2.11. Federal Income Tax Allocations. If there is more than
one beneficial owner of the Trust Certificates, 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 among the Certificateholders as of the first day following the
Record Date, in proportion to their percentage ownership interest of Trust
Certificates on the Record Date.

         If there is more than one beneficial owner of the Trust Certificates,
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 among the
Certificateholders as of the first Record Date following the end of such month
in proportion to their percentage ownership interest of Trust Certificates on
such Record Date. If there is more than one beneficial owner of the Trust
Certificates, the Issuer is authorized to modify the allocations in this
paragraph if necessary or appropriate, in its sole discretion, for the
allocations





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<PAGE>

to fairly reflect the economic income, gain or loss to the Certificateholders,
or as otherwise required by the Code.

                                  ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

         Section 3.01. Initial Ownership. Upon the formation of the Trust by
the execution of the Original Trust Agreement and the filing of the
Certificate of Trust with the Secretary of State and until the issuance of the
Trust Certificates, the Depositor shall be the sole beneficial owner of the
Trust.

         Section 3.02. The Trust Certificates. The Trust Certificates shall be
issued in minimum denominations of a one percent (1%) Percentage Interest in
the Trust. The Trust Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of an authorized officer of the Owner 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 validly issued and entitled to the
benefit of this Agreement and shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have ceased
to be so authorized prior to the authentication and delivery of such Trust
Certificates or did not hold such offices at the date of authentication and
delivery of such Trust Certificates.

         A transferee of a Trust Certificate, if any, shall become a
Certificateholder, shall become bound by this Agreement and shall be entitled
to the rights and subject to the obligations of a Certificateholder hereunder
upon such transferee's acceptance of a Trust Certificate duly registered in
such transferee's name pursuant to Section 3.04.

         Section 3.03. Execution, Authentication and Delivery of Trust
Certificates. On the Closing Date, the Owner Trustee shall cause the Trust
Certificates in an aggregate Percentage Interest equal to 100% to be executed
on behalf of the Trust, authenticated and delivered to or upon the written
order of the Depositor, signed by the Owner Trustee on behalf of the Trust,
without further action by the Depositor, in authorized denominations. No Trust
Certificate shall entitle its Holder to any benefit under this Agreement or 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 Owner Trustee or The Bank of New York, as the Owner
Trustee's authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Trust Certificate shall have been
duly authenticated and delivered hereunder. All Trust Certificates shall be
dated the date of their authentication.

         When a Trust Certificate is duly executed and issued by the Trust and
duly authenticated in accordance with this Agreement, the Trust Certificate
will be fully paid, validly issued, nonassessable and entitled to the benefits
of this Agreement.

         Section 3.04. Registration of Transfer and Exchange of Trust
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant




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<PAGE>

to Section 3.08, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Owner Trustee shall provide for the
registration of Trust Certificates and of transfers and exchanges of Trust
Certificates as herein provided. The Bank of New York shall be the initial
Certificate Registrar.

         The Trust Certificates have not been and will not be registered under
the Securities Act and will not be listed on any exchange. No transfer of a
Trust Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under
said Act and such state securities laws. In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act and state
securities laws, in order to assure compliance with the Securities Act and
such laws, the Holder desiring to effect such transfer and such Holder's
prospective transferee shall each certify to the Owner Trustee or the
Certificate Registrar and the Depositor in writing the facts surrounding the
transfer in substantially the forms set forth in Exhibit C and Exhibit D (the
"Investment Letter"). Except in the case of a transfer as to which the
proposed transferee has provided an Investment Letter with respect to a Rule
144A transaction, there shall also be delivered to the Owner Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act and state securities laws, which Opinion of Counsel
shall not be an expense of the Trust, the Owner Trustee or the Indenture
Trustee (unless it is the transferee from whom such opinion is to be obtained)
or of the Depositor or the Seller; provided, that such Opinion of Counsel in
respect of the applicable state securities laws may be a memorandum of law
rather than an opinion if such counsel is not licensed in the applicable
jurisdiction. The Owner Trustee shall provide to any Holder of a Trust
Certificate and any prospective transferee designated by any such Holder
information regarding the Trust Certificates and the Receivables and such
other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption provided by Rule 144A. Each Holder of a Trust
Certificate desiring to effect such a transfer shall, and does hereby agree
to, indemnify the Trust, the Owner Trustee, the Indenture Trustee and the
Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with federal and state securities laws.

         No transfer of a Trust Certificate shall be made to any Person unless
the Owner Trustee has received (a) a certificate in the form of paragraph 3 to
the Investment Letter attached hereto as Exhibit D from such Person to the
effect that such Person is not a Benefit Plan, or (b) an Opinion of Counsel
satisfactory to the Owner Trustee and the Depositor to the effect that the
purchase and holding of such Trust Certificate will not constitute or result
in the assets of the Trust being deemed to be "plan assets" subject to the
prohibited transactions provisions of ERISA or Section 4975 of the Code and
will not subject the Owner Trustee, the Indenture Trustee or the Depositor to
any obligation in addition to those undertaken in the Basic Documents;
provided, however, that the Owner Trustee will not require such certificate or
opinion in the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Owner Trustee has rendered an Opinion of Counsel
to the effect that the purchase and holding of a Trust Certificate by a
Benefit Plan or a Person that is purchasing or holding such a Trust
Certificate with the assets of a Benefit Plan will not constitute or result in
a prohibited transaction under ERISA or Section 4975 of the Code.




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<PAGE>

         Upon surrender for registration of transfer of any Trust Certificate
at the office or agency maintained pursuant to Section 3.08, the Owner Trustee
shall execute, authenticate and deliver (or shall cause The Bank of New York
as its authenticating agent to 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 amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Trust Certificates may be exchanged for other Trust
Certificates of authorized denominations of a like aggregate amount upon
surrender of the Trust Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.08.

         Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Trust Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Owner Trustee in accordance with its customary practice.

         No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Certificates.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Trust Certificates for a period of 15 days
preceding the due date for any payment with respect to the Trust Certificates.

         Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be responsible for ascertaining whether any transfer
complies with the registration provisions or exemptions from the Securities
Act, the Securities Act of 1934, as amended, applicable state securities law
or the Investment Company Act of 1940, as amended; provided, however, that if
a certificate or opinion is specifically required to be delivered to the Owner
Trustee by a purchaser or transferee of a Trust Certificate, the Owner Trustee
shall be under a duty to examine the same to determine whether it conforms to
the requirements of this Trust Agreement and shall promptly notify the party
delivering the same if such certificate or opinion does not so conform.

         Section 3.05. 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 and (b) there shall be delivered to the Certificate Registrar and
the Owner Trustee such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such Trust
Certificate has been acquired by a bona fide purchaser, the Owner Trustee on
behalf of the Trust shall execute and the Owner Trustee or The Bank of New
York, as the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Certificate, a new Trust Certificate of like tenor and
denomination. In connection with the issuance of any new Trust





                                      10
<PAGE>

Certificate under this Section, the Owner Trustee or the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Certificate issued pursuant to this Section shall constitute conclusive
evidence of ownership in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Trust Certificate shall be found at any time.

         Section 3.06. Persons Deemed Owners. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Paying Agent may treat the Person in whose name
any Trust Certificate is registered in the Certificate Register as the owner
of such Trust Certificate for the purpose of receiving distributions pursuant
to Section 5.02 and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar or any Paying Agent shall be bound by any
notice to the contrary.

         Section 3.07. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Paying Agent and the Depositor, within 15 days after receipt by
the Owner Trustee of a written request therefor from the Servicer, the Paying
Agent or the Depositor, 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. The Certificate Registrar shall also
furnish to the Owner Trustee and the Paying Agent a copy of such list at any
time there is a change therein. If (i) three or more Certificateholders or
(ii) one or more Holders of Trust Certificates evidencing not less than 25% of
the Percentage Interests in the Certificates apply in writing to the Owner
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 is accompanied
by a copy of the communication that such applicants propose to transmit, then
the Owner 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 Certificateholder, 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 Owner Trustee accountable by
reason of the disclosure of its name and address, regardless of the source
from which such information was derived. The Certificate Registrar shall upon
the request of the Owner Trustee provide such list, or access to such list, of
Certificateholders as contemplated by this Section 3.07.

         Section 3.08. Maintenance of Office or Agency. The Owner Trustee
shall designate in the Borough of Manhattan, the 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 Owner Trustee in respect of the Trust Certificates and the Basic
Documents may be served. The Owner Trustee initially designates The Bank of
New York as its office for such purposes. The Owner Trustee shall give prompt
written notice to the Depositor and the Certificateholders of any change in
the location of the Certificate Register or any such office or agency.

         Section 3.09. Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.02 and shall report the amounts of such
distributions to the Owner Trustee. Any Paying Agent shall have the





                                      11
<PAGE>

revocable power to withdraw funds from the Certificate Distribution Account
for the purpose of making the distributions referred to above. The Owner
Trustee may revoke such power and remove the Paying Agent if the Owner Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The
Paying Agent initially shall be The Bank of New York, and any co-paying agent
chosen by The Bank of New York or the Depositor. The Bank of New York shall be
permitted to resign as Paying Agent upon 30 days' written notice to the Owner
Trustee. In the event that The Bank of New York shall no longer be the Paying
Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company). The
Owner Trustee shall cause such successor Paying Agent or any additional Paying
Agent appointed hereunder to execute and deliver to the Owner Trustee an
instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Owner Trustee that, as Paying Agent, such successor
Paying Agent or additional Paying Agent 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
Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in
its role as Paying Agent, for so long as the Owner Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include
any co-paying agent unless the context requires otherwise.

         Section 3.10. Definitive Trust Certificates. The Trust Certificates,
upon original issuance, will be issued in the form of a typewritten Trust
Certificate or Trust Certificates in the form attached hereto as Exhibit A to
be delivered to the related Certificateholders, by, or on behalf of, the
Trust. Such Trust Certificate or Trust Certificates shall be registered on the
Certificate Register in the name of the holder thereof. The Trust Certificates
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Owner Trustee, as evidenced by its
execution thereof.


                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

         Section 4.01. Prior Notice with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders of record as of the preceding
Record Date in writing of the proposed action and such Certificateholders
shall not have notified the Owner Trustee in writing prior to the 30th day
after such notice is given that such Certificateholders have withheld consent
or provided alternative direction:

                   (a) the initiation of any claim or lawsuit by the 9 Trust
         (except claims or lawsuits brought in connection with the collection
         of the Receivables) and the




                                      12

<PAGE>

         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 the Receivables);

                   (b) the election by the Trust to file an amendment to the
         Certificate of Trust (unless such amendment is required to be filed
         under the Business Trust Statute);

                   (c) the amendment of the Indenture by a supplemental
         indenture or any other change to this Agreement or any Basic Document
         in circumstances where the consent of any Noteholder is required;

                   (d) the amendment of the Indenture by a supplemental
         indenture or any other change to this Agreement or any Basic Document
         in circumstances where the consent of any Noteholder or is not
         required and such amendment would materially adversely affect the
         interests of the Certificateholders;

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

                   (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;

                   (g) the consent to the calling or waiver of any default of
         any Basic Document;

                   (h) the consent to the assignment by the Indenture Trustee
         or Servicer of their respective obligations under any Basic Document,
         unless permitted in the Basic Documents;

                   (i) except as provided in Article IX hereof, dissolve,
         terminate or liquidate the Trust in whole or in part;

                   (j) merge or consolidate the Trust with or into any other
         entity, or convey or transfer all or substantially all of the Trust's
         assets to any other entity;

                   (k) cause the Trust to incur, assume or guaranty any
         indebtedness other than as set forth in this Agreement or the Basic
         Documents;

                   (l) do any act that conflicts with any other Basic
         Document;

                   (m) do any act that would make it impossible to carry on
         the ordinary business of the Trust as described in Section 2.03
         hereof;


                                      13


<PAGE>


                   (n) confess a judgment against the Trust;

                   (o) possess Trust assets, or assign the Trust's right to
         property, for other than a Trust purpose;

                   (p) cause the Trust to lend any funds to any entity, unless
         permitted in the Basic Documents; or

                   (q) change the Trust's purpose and powers from those set
         forth in this Trust Agreement.

         In addition, the Trust shall not commingle its assets with those of
any other entity. The Trust shall maintain its financial and accounting books
and records separate from those of any other entity. Except as expressly set
forth herein, the Trust shall not pay the indebtedness, operating expenses and
liabilities of any other entity. The Trust shall maintain appropriate minutes
or other records of all appropriate actions and shall maintain its office
separate from the offices of the Depositor and the Servicer.

         The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, and to the extent otherwise consistent
with the Basic Documents and permitted by applicable law, to (i) remove or
replace the Servicer or the Indenture Trustee, (ii) institute proceedings to
have the Trust declared or adjudicated a bankruptcy or insolvent, (iii)
consent to the institution of bankruptcy or insolvency proceedings against the
Trust, (iv) file a petition or consent to a petition seeking reorganization or
relief on behalf of the Trust under any applicable federal or state law
relating to bankruptcy, (v) consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or any similar official) of the
Trust or a substantial portion of the property of the Trust, (vi) make any
assignment for the benefit of the Trust's creditors, (vii) cause the Trust to
admit in writing its inability to pay its debts generally as they become due,
(viii) take any action, or cause the Trust to take any action, in furtherance
of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as
the Indenture remains in effect, no Certificateholder shall have the power to
take, and shall not take, any Bankruptcy Action with respect to the Trust or
direct the Owner Trust to take any Bankruptcy Action with respect to the
Trust.

         Section 4.02. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, to (a) remove the Administrator under the
Administration Agreement pursuant to Section 8 thereof, (b) appoint a
successor Administrator pursuant to Section 8 of the Administration Agreement,
(c) remove the Servicer under the Sale and Servicing Agreement pursuant to
Section 8.02 thereof, (d) amend the Sale and Servicing Agreement pursuant to
Section 10.01(b) of such document, or (e) except as expressly provided in the
Basic Documents, sell the Receivables after the termination of the Indenture.
The Owner Trustee shall take the actions referred to in the preceding sentence
only upon written instructions signed by the Certificateholders.

         Section 4.03. Action by Certificateholders with Respect to
Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to


                                      14


<PAGE>


the Trust without the unanimous prior approval of all Certificateholders
and the delivery to the Owner Trustee by each such Certificateholder of a
certification certifying that such Certificateholder reasonably believes
that the Trust is insolvent.

         Section 4.04. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of
the Basic Documents or would be contrary to Section 2.03; nor shall the Owner
Trustee be obligated to follow any such direction, if given.

         Section 4.05. 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 Percentage Interests in the Certificates. 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 Percentage Interests
in the Certificates at the time of the delivery of such notice.

                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         Section 5.01. Establishment of Trust Account. The Owner Trustee, for
the benefit of the Certificateholders, shall cause the Paying Agent to
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 title of the Certificate Distribution Account shall be
"National City Auto Receivables Trust 2002-A: Certificate Distribution Account
for the benefit of the Certificateholders."

         The Owner Trustee 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 Owner Trustee for the benefit of the Certificateholders. If, at any
time, the Certificate Distribution Account ceases to be an Eligible Deposit
Account, the Owner Trustee (or the Depositor on behalf of the Owner Trustee,
if the Certificate Distribution Account is not then held by the Owner Trustee
or an affiliate thereof) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
cause the Paying Agent to establish a new Certificate Distribution Account as
an Eligible Deposit Account and shall transfer any cash or any investments to
such new Certificate Distribution Account.

         Section 5.02. Application of Trust Funds.

              (a) On each Distribution Date, the Owner Trustee shall cause
the Paying Agent to distribute to Certificateholders amounts deposited in the
Certificate Distribution


                                      15


<PAGE>

Account pursuant to Section 5.06 of the Sale and Servicing Agreement with
respect to such Distribution Date.

              (b) On each Distribution Date, the Owner Trustee shall cause
the Paying Agent to send to each Certificateholder the statement or statements
provided to the Owner Trustee by the Servicer pursuant to Section 5.08 of the
Sale and Servicing Agreement with respect to such Distribution Date.

              (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 such Certificateholder in
accordance with this Section. The Owner Trustee and the Paying Agent are
hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
Trustee or the Paying Agent from contesting any such tax in appropriate
proceedings and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed
with respect to a Certificateholder shall be treated as cash distributed to
such Certificateholder at the time it is withheld by the Trust and remitted to
the appropriate taxing authority. If there is a possibility that withholding
tax is payable with respect to a distribution (such as a distribution to a
non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its
sole discretion withhold such amounts in accordance with this paragraph.

         Section 5.03. Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution
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 Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the
Certificate Registrar and the Paying Agent appropriate written instructions at
least five Business Days prior to such Distribution Date and such Holder's
Trust Certificates in the aggregate evidence a denomination of not less than a
thirty percent (30%) Percentage Interest, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

         Section 5.04. [Reserved].

         Section 5.05. Accounting and Reports to Certificateholders, the
Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and
the accrual method of accounting, (b) deliver (or cause to delivered) to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1 if
the Trust is treated as a partnership for federal income tax purposes) to
enable each Certificateholder to prepare its federal and state income tax
returns, (c) file (or cause to be filed) such tax returns relating to the
Trust (including a partnership information return, IRS Form 1065 if the Trust
is treated as a partnership for federal income tax purposes) and make such
elections as from time to time may be required or appropriate under any
applicable state or federal statute or any rule or regulation thereunder so as
to maintain the Trust's characterization, (d) cause such tax returns to be
signed

                                      16


<PAGE>


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 5.02(c)
with respect to income or distributions to Certificateholders. [The Owner
Trustee shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Receivables.]
The Owner Trustee shall not make the election provided under Section 754 of
the Code.

         Section 5.06. Signature on Returns; Tax Matters Partner.

              (a) The Owner Trustee shall sign on behalf of the Trust the
tax returns of the Trust, if any, unless applicable law requires a
Certificateholder to sign such documents.

              (b) In the event that the Trust is treated as a partnership
for federal income tax purposes, the Depositor shall be designated the initial
"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 OWNER TRUSTEE

         Section 6.01. General Authority. The Owner 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, as evidenced conclusively by the Owner Trustee's execution thereof.
In addition to the foregoing, the Owner Trustee is authorized, but shall not
be obligated, to take all actions required of the Trust pursuant to the Basic
Documents. The Owner Trustee is further authorized from time to time to take
such action as the Administrator recommends with respect to the Basic
Documents.

         Section 6.02. General Duties. It shall be the duty of the Owner
Trustee:

              (a) to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of 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 the provisions of this Agreement; provided, however, that
notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be held
liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement; and

              (b) to cooperate with the Administrator in carrying out the
Administrator's obligation to qualify and preserve the Trust's qualification
to do business in each jurisdiction, if any, in which such qualification is or
shall be necessary to protect the validity and enforceability of the
Indenture, the Notes, the Receivables and any other instrument and agreement
included in

                                      17


<PAGE>


the Trust Estate; provided that the Owner Trustee may rely on advice of counsel
with respect to such obligation.

         Section 6.03. Action upon Instruction.

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

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

              (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or under any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
such Certificateholders received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate 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 Owner 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 Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the
Owner Trustee shall not be liable, on account of such action or inaction, to
any Person. If the Owner 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.

                                      18


<PAGE>


         Section 6.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner 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 Owner Trustee or the Trust is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Owner Trustee pursuant to Section 6.03; and no
implied duties or obligations shall be read into this Agreement or any Basic
Document against the Owner Trustee. The Owner 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 Owner 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 Owner Trustee in its individual
capacity that are not related to the ownership or the administration of the
Trust Estate.

         Section 6.05. No Action Except Under Specified Documents or
Instructions. The Owner 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
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to Section 6.03.

         Section 6.06. Restrictions. The Owner Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.03 or (b) that, to the actual knowledge of the Owner Trustee would
result in the Trust's becoming taxable as a corporation for federal income tax
purposes. The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section.

                                  ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

         Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts, but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents
and this Agreement. The Owner Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for
its own willful misconduct or gross negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding
sentence):

                   (a) The Owner Trustee shall not be liable for any error of
         judgment made by a Trust Officer of the Owner Trustee;


                                      19


<PAGE>

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

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

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

                   (e) The Owner 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 Owner Trustee shall in no event assume or
         incur any liability, duty or obligation to any Noteholder or to any
         Certificateholder, other than as expressly provided for herein or
         expressly agreed to in the other Basic Documents;

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

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

         Section 7.02. Furnishing of Documents. The Owner Trustee shall
furnish to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all

                                      20


<PAGE>


reports, notices, requests, demands, certificates, financial statements and
any other instruments furnished to the Owner Trustee under the Basic
Documents.

         Section 7.03. Representations and Warranties.  The Owner 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 the State of Delaware. It
         has all 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) Neither the execution or the delivery by it of this
         Agreement, nor the consummation by it of the transactions
         contemplated hereby, nor compliance by it with any of the terms or
         provisions hereof will contravene any federal or Delaware law,
         governmental rule or regulation governing the banking or trust powers
         of the Owner Trustee or any judgment or order binding on it, or
         constitute any default under its charter documents or bylaws or any
         indenture, mortgage, contract, agreement or instrument to which it is
         a party or by which any of its properties may be bound.

                   (d) It is a corporation satisfying the provisions of
         Section 3807(a) of the Business Trust Statute; authorized to exercise
         corporate trust powers; having a combined capital and surplus of at
         least $50,000,000 and subject to supervision or examination by
         federal or state authorities; and having (or having a parent that
         has) time deposits that are rated at least A-1 by Standard & Poor's
         and P-1 by Moody's or who is otherwise acceptable to each Rating
         Agency.

         Section 7.04. Reliance; Advice of Counsel.

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

              (b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the Basic Documents, the Owner Trustee (i) may act directly or
through its agents or attorneys pursuant to agreements

                                      21


<PAGE>


entered into with any of them, and the Owner 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 Owner 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 Owner Trustee shall not
be liable for anything done, suffered or omitted reasonably and in good faith
by it in accordance with the written opinion or advice of any such counsel,
accountants or other such Persons and not contrary to this Agreement or any
Basic Document.

         Section 7.05. Not Acting in Individual Capacity. Except as provided
in this Article VII, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

         Section 7.06. Owner Trustee Not Liable for Trust Certificates or for
Receivables. The recitals contained herein and in the Trust Certificates
(other than the signature and countersignature of the Owner Trustee on the
Trust Certificates) shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. Except as
set forth in Section 7.03, the Owner Trustee makes no representations as to
the validity or sufficiency of this Agreement, of any Basic Document or of the
Trust Certificates (other than the signature and countersignature of the Owner
Trustee on the Trust Certificates) or the Notes, or of any Receivable or
related documents. The Owner Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity and enforceability
of any Receivable or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any
such perfection and priority, or for or with respect to the sufficiency of the
Trust Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the
Indenture, including, without limitation: the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any
computer or other record thereof; the validity of the assignment of any
Receivable to the Trust or of any intervening assignment; the completeness of
any Receivable; the performance or enforcement of any Receivable; the
compliance by the 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 Owner Trustee.

         Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee and the Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee.

         Section 7.08. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, the Owner Trustee shall not be
required to take any action in any jurisdiction other than in the State of
Delaware if the taking of such action will (i) require the

                                      22


<PAGE>


consent or approval or authorization or order of, or the giving of notice
to, or the registration with, or the taking of any other action in required
by, any state or other governmental authority or agency of any jurisdiction
other than the State of Delaware; (ii) result in any fee, tax or other
governmental charge under the laws of any jurisdiction or any political
subdivisions thereof in existence on the date hereof other than the State of
Delaware becoming payable by the Owner Trustee; or (iii) subject the Owner
Trustee to personal jurisdiction in any jurisdiction other than the State of
Delaware for causes of action arising from acts unrelated to the consummation
of the transactions by the Owner Trustee contemplated hereby. The Owner
Trustee shall be entitled to obtain advice of counsel (which advice shall be
an expense of the Administrator under Section 8.01 of this Agreement) to
determine whether any action required to be taken pursuant to the Agreement
results in the consequences described in clauses (i), (ii) and (iii) of the
preceding sentence. In the event that said counsel advises the Owner Trustee
that such action will result in such consequences, the Owner Trustee will
appoint an additional trustee pursuant to Section 10.05 hereof to proceed with
such action.


         Section 7.09. Paying Agent; Authenticating Agent. The rights and
protections afforded to the Owner Trustee pursuant to Article VII and Sections
8.02, 10.02, and 10.03 shall also be afforded to the Paying Agent,
authenticating agent and Certificate Registrar.

                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

         Section 8.01. Owner Trustee's Fees and Expenses. The Administrator
shall pay to the Owner Trustee as compensation for its services hereunder such
fees as have been separately agreed upon before the date hereof between the
Servicer and the Owner Trustee, and the Administrator shall reimburse the
Owner Trustee for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder and under the Basic Documents.

         Section 8.02. Indemnification. The Administrator shall be liable as
primary obligor for, and shall indemnify the Owner 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 Owner Trustee or any 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 Owner Trustee hereunder, except only that the
Administrator shall not be liable for or required to indemnify an Indemnified
Party from and against Expenses arising or resulting from any of the matters
described in the third sentence of Section 7.01. The indemnities contained in
this Section shall survive the resignation or termination of the Owner 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
Indemnified Party's choice of legal

                                      23


<PAGE>


counsel shall be subject to the approval of the Administrator, which
approval shall not be unreasonably withheld.

         Section 8.03. Payments to the Owner Trustee. Any amounts paid
pursuant to this Article VIII shall be payable solely in the priority set
forth in Section 5.06(b) of the Sale and Servicing Agreement and shall be
deemed not to be a part of the Trust Estate immediately after such payment.

                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

         Section 9.01. Termination of Trust Agreement.

              (a) This Agreement (other than Section 5.05 and Article
VIII) shall terminate and the Trust shall dissolve and terminate and be of no
further force or effect upon the final distribution by the Owner Trustee of
all moneys or other property or proceeds of the Trust Estate in accordance
with the terms of the Indenture, the Sale and Servicing Agreement, Article V
and the Business Trust Statute. The bankruptcy, liquidation, dissolution,
death or incapacity of any Certificateholder shall not (i) operate to
terminate this Agreement or the Trust, (ii) entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of
the Trust or Trust Estate or (iii) otherwise affect the rights, obligations
and liabilities of the parties hereto.

              (b) Except as provided in Section 9.01(a), neither the
Depositor nor any Certificateholder shall be entitled to revoke or terminate
the Trust.

              (c) Notice of any termination of the Trust, specifying the
Distribution Date upon which Certificateholders shall surrender their Trust
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 9.01 of the Sale
and Servicing Agreement, stating (i) the Distribution Date upon or with
respect to 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 Distribution 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 Owner Trustee shall give such notice to the Certificate Registrar (if
other than the Owner Trustee) and the Paying Agent at the time such notice is
given to Certificateholders. Upon presentation and surrender of the Trust
Certificates, the Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 5.02.

         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 Owner Trustee shall give
a second written notice to the remaining Certificateholders to

                                      24


<PAGE>


surrender their Trust Certificates for cancellation and 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 Owner 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 Owner Trustee to the Depositor, subject to applicable
escheat laws.

              (d) Upon the winding up of the Trust in accordance with the
Business Trust Statute (including, without limitation, the reasonable
provision for payment of all obligations of the Trust in accordance with
Section 3808(e) of the Business Trust Statute) and the written instructions
of the Depositor, the Owner Trustee shall cause the Certificate of Trust to
be cancelled by filing a certificate of cancellation with the Secretary of
State in accordance with the provisions of Section 3810 of the Business
Trust Statute. Thereupon the Trust and this Agreement (other than Article
VIII) shall terminate.

                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Business Trust Statute; authorized to exercise
corporate trust powers; having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent that has) time deposits that are
rated at least A-1 by Standard & Poor's and P-1 by Moody's, or which is
otherwise acceptable to each Rating Agency. If such corporation shall publish
reports of condition at least annually pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, 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. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.02.

         Section 10.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Administrator, the Indenture
Trustee and the Rating Agencies. Upon receiving such notice of resignation,
the Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Owner Trustee and one copy to the successor Owner Trustee. If no
successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for
the appointment of a successor Owner Trustee.

                                      25


<PAGE>


         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Owner Trustee so removed and one copy to the successor Owner Trustee, and
shall pay all fees owed to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to each Rating Agency.

         Section 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and
deliver to the Administrator and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become
effective, and such successor Owner 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 Owner Trustee. The predecessor Owner Trustee shall, upon
payment of its fees and expenses, deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Administrator and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner
Trustee shall be eligible pursuant to Section 10.01.

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

         Any successor Owner Trustee appointed pursuant to this Section 10.03
shall promptly file an amendment to the Certificate of Trust with the
Secretary of State identifying the name and principal place of business of
such successor Owner Trustee in the State of Delaware.

                                      26


<PAGE>


         Section 10.04. Merger or Consolidation of Owner Trustee. Any Person
into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, 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;
provided, that such Person shall be eligible pursuant to Section 10.01; and
provided further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency; and provided further, that such successor
Owner Trustee shall file an amendment to the Certificate of Trust as described
in Section 10.03.

         Section 10.05. 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 Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity,
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 Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, the Owner
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor Owner Trustee pursuant to Section 10.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

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

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

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

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

                                      27


<PAGE>


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

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

                                  ARTICLE XI

                                 MISCELLANEOUS

         Section 11.01. Supplements and Amendments. This Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to
each Rating Agency, 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 the satisfaction of the Rating Agency Condition with respect to
such amendment, 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 Owner Trustee, with prior written notice to each Rating Agency, with
the consent of the Holders (as defined in the Indenture) of Notes evidencing
not less than a majority of the Outstanding Amount of the Notes and the
consent of the Holders of Certificates evidencing not less than a majority of
the Percentage Interests in the Certificates, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall
be required to be made for the benefit of the Noteholders or the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Percentage Interests in the Certificates required
to consent to any such amendment, without the consent of the Holders of all
then-outstanding Notes and Certificates.

                                      28


<PAGE>


         Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
Rating Agency.

         It shall not be necessary for the consent of Certificateholders or
Noteholders 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 Owner Trustee may prescribe.

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

         Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner 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
(if any) to such amendment specified in this Agreement have been met. The
Owner Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

         Section 11.02. No Legal Title to Trust Estate in Certificateholders.
Neither the Depositor nor the Certificateholders shall 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 to and in
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.

         Section 11.03. Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Owner 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 11.04. Notices.

         (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
by the intended recipient or three Business Days after mailing if mailed by
certified mail, postage prepaid (except that notice to the Owner Trustee shall
be deemed given only upon actual receipt by the Owner Trustee), if to the
Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor,
addressed to National City Vehicle Receivables Inc., 1900 East 9th Street,
Cleveland, Ohio 44114; or, as to


                                      29



<PAGE>


each party, at such other address as shall be designated by such party in
a written notice to each other party. A copy of any such notice shall also be
mailed to the Servicer, addressed to National City Bank, 1900 East 9th Street,
Cleveland, Ohio 44114, Attention: David L. Zoeller.

         (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 Certificateholder 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 such
Certificateholder receives such notice.

         Section 11.05. 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 11.06. 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 11.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of
the Depositor and its permitted assignees, the Owner 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 a Certificateholder shall bind the
successors and assigns of such Certificateholder.

         Section 11.08. Covenants of the Depositor. 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, this Agreement
or any of the other Basic Documents.

         Section 11.09. No Petition. The Owner Trustee, 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 proceedings under any United States
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 Trust Certificate represents a
beneficial interest in the Trust only and does not represent an interest in or
an obligation of the Depositor, the Servicer, the Administrator, the Owner
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.

                                      30


<PAGE>


         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.

         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. Trust Certificate Transfer Restrictions. The Trust
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 I of ERISA, (ii) a plan described in Section 4975(e)(1) of
the Code, (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a "Benefit Plan"), or (iv)
a Person who not is either (A)(1) a citizen or individual resident of the
United States, (2) a corporation, partnership or other entity organized in or
under the laws of the United States, any state thereof or the District of
Columbia or (3) a Person not described in (A)(1) or (2) whose ownership of the
Trust Certificates is effectively connected with such Person's conduct of a
trade or business within the United States (within the meaning of the Code)
and its ownership of any interest in a Certificate will not result in any
withholding obligation with respect to any payments with respect to the Trust
Certificates by any Person (other than withholding, if any, under Section 1446
of the Code) or (B) an estate the income of which is includible in gross
income for federal income tax purposes regardless of source or a trust if (1)
the court within the United States is able to exercise primary supervision of
the administration of such trust and one or more United States persons have
the authority to control all substantial decisions of the Issuer or (2) such
trust was in existence on August 20, 1996 and properly elected to continue to
be treated as a United States person. The purchaser of Trust Certificates must
agree to provide a certification of non-foreign status signed under penalty of
perjury and, alternatively, if it is a Person described in clause (A)(3)
above, it will furnish to the transferor and the Owner Trustee a properly
executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the expiration or
obsolescence of any previously delivered form (and such other certifications,
representations or Opinions of Counsel as may be requested by the transferor
and the Owner Trustee). By accepting and holding a Trust Certificate, the
Holder thereof shall be deemed to have represented and warranted that it is
not a Benefit Plan.

         Section 11.14. Acceptance of Terms of Agreement. The receipt and
acceptance of a Trust Certificate by a Certificateholder, without any
signature or further manifestation of assent, shall constitute the
unconditional acceptance by the Certificateholder of all the terms and
provisions of this Agreement, and shall constitute the agreement of the Trust
that the terms and provisions of this Agreement shall be binding, operative
and effective as between the Trust and the Certificateholder.

                                      31


<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.

                                 NATIONAL CITY VEHICLE
                                 RECEIVABLES INC.,
                                    as Depositor



                                 By:   /s/ Robert B. Crowl
                                     ------------------------------------
                                     Name:   Robert B. Crowl
                                     Title:  V.P., Secretary


                                 WILMINGTON TRUST COMPANY,
                                 as Owner Trustee



                                By:    /s/ W. Chris Spanenberg
                                     ------------------------------------
                                     Name:   W. Chris Spanenberg
                                     Title:  Vice President


                                      32


<PAGE>


                                                                     EXHIBIT A


                           FORM OF TRUST CERTIFICATE


THIS TRUST CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE
SALE AND SERVICING AGREEMENT.

         THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN
SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE THE HOLDER HEREOF
UNLESS SUCH HOLDER IS THE DEPOSITOR OR AN AFFILIATE THEREOF IS DEEMED TO
REPRESENT TO THE DEPOSITOR AND THE OWNER TRUSTEE (i) THAT IT IS AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
PROMULGATED UNDER THE 1933 ACT (AN "ACCREDITED INVESTOR") AND THAT IT IS
ACQUIRING THIS TRUST CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT
OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY
CAPACITY) FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF OR (ii) THAT IT IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT AND
IS ACQUIRING SUCH TRUST CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO
ARE QUALIFIED INSTITUTIONAL BUYERS).

         NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TRUST CERTIFICATE MAY BE
MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS
MADE TO THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN
ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM
SPECIFIED IN THE CERTIFICATE TRUST AGREEMENT, TO THE EFFECT THAT IT IS AN
ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY
CAPACITY), (iii) SO LONG AS THIS TRUST CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER
IS MADE TO A PERSON WHOM THE PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER
DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A),
ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS
OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT, IN WHICH CASE (A) THE

                                     A-1


<PAGE>


OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE
PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN
WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN
FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND
(B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL
NOT BE AT THE EXPENSE OF THE DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR OR THE
OWNER TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE
EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE 1933 ACT.

         EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE,
COVENANTS AND AGREES THAT SUCH CERTIFICATEHOLDER SHALL NOT, PRIOR TO THE DATE
THAT IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AGREEMENT,
ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO
INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF
COMMENCING OR SUSTAINING A CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY
FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR
APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR
OR OTHER SIMILAR OFFICIAL OF THE TRUST OR THE DEPOSITOR OR ANY SUBSTANTIAL
PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS
OF THE TRUST OR THE DEPOSITOR.

NO TRANSFER OF A TRUST CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS THE
OWNER TRUSTEE HAS RECEIVED (A) A CERTIFICATE IN SUBSTANTIALLY THE FORM
SPECIFIED IN THE CERTIFICATE TRUST AGREEMENT FROM SUCH PERSON TO THE EFFECT
THAT SUCH PERSON IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR (III) ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY (EACH, A "BENEFIT PLAN"), OR (B) AN OPINION OF COUNSEL SATISFACTORY TO
THE OWNER TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF SUCH TRUST CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN THE ASSETS
OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" SUBJECT TO THE PROHIBITED
TRANSACTIONS PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR THE DEPOSITOR TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE BASIC DOCUMENTS.

THIS CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN INTEREST
IN NATIONAL CITY BANK.

THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.

                                     A-2


<PAGE>


NUMBER R-                    PERCENTAGE INTEREST:

                  NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A

                                  CERTIFICATE

evidencing a fractional undivided beneficial interest in the Trust, as defined
below, the property of which consists of: (1) the Receivables and all moneys
received thereon on or after the Cutoff Date; (2) the security interests in
the Financed Vehicles and any accessions thereto granted by Obligors pursuant
to the Receivables and any other interest of the Depositor in such Financed
Vehicles; (3) any Liquidation Proceeds and any other proceeds with respect to
the Receivables from claims on any physical damage, credit life or disability
insurance policies covering the Financed Vehicles or the related Obligors,
including any vendor's single interest or other collateral protection
insurance policy; (4) any property that shall have secured a Receivable and
shall have been acquired by or on behalf of the Depositor, the Servicer or the
Trust; (5) all documents and other items contained in the Receivable Files;
(6) all of the Depositor's rights (but not its obligations) under the
Receivables Purchase Agreement; (7) all right, title and interest in all funds
on deposit from time to time in the Trust Accounts and the Certificate
Distribution Account and in all investments therein and proceeds thereof
(including all Investment Earnings thereon); and (8) the proceeds of any and
all of the foregoing.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF
NATIONAL CITY VEHICLE RECEIVABLES INC., NATIONAL CITY BANK, WILMINGTON TRUST
COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES.

         THIS CERTIFIES THAT ___________ is the registered owner of a _______
PERCENT nonassessable, fully paid, undivided percentage interest in NATIONAL
CITY AUTO RECEIVABLES TRUST 2002-A (the "Trust"), formed by NATIONAL CITY
VEHICLE RECEIVABLES INC., a Delaware corporation (the "Depositor").

         The Trust was created pursuant to a Trust Agreement amended and
restated as of March 1, 2002 (as amended or supplemented from time to time,
the "Trust Agreement"), between the Depositor and Wilmington Trust Company, as
owner trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them
in the Trust Agreement or the Sale and Servicing Agreement dated as of March
1, 2002 (as amended and supplemented from time to time, the "Sale and
Servicing Agreement"), among the Trust, the Depositor, National City Bank, as
Servicer, Seller, Custodian and Administrator, and The Bank of New York, as
Indenture Trustee, as applicable.

         This Trust Certificate is one of the duly authorized Trust
Certificates designated as "Asset Backed Certificates" (herein called the
"Trust Certificates"). Also issued under an Indenture dated as of March 1,
2002 (the "Indenture"), between the Trust and The Bank of New York, as
indenture trustee, are the six classes of Notes designated as "2.04% Asset
Backed Notes, Class A-1," "3.00% Asset Backed Notes, Class A-2," "4.04% Asset
Backed Notes, Class A-3" and "4.83% Asset Backed Notes, Class A-4"
(collectively, the "Class A Notes"), "3.62% Asset Backed Notes, Class B" and
"4.52% Asset Backed Notes, Class C" (the "Class C Notes", and together with
the Class A Notes and the Class B Notes, the "Notes"). This Trust Certificate

                                     A-3


<PAGE>


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 its acceptance hereof assents and by which such Certificateholder
is bound. The property of the Trust consists of the Receivables and all monies
received thereon on or after March 1, 2002, security interests in the related
Financed Vehicles, certain bank accounts and the proceeds thereof, proceeds
from claims on certain insurance policies and certain other rights under the
Trust Agreement and the Sale and Servicing Agreement, and all proceeds of the
foregoing. The rights of the Certificateholders are subordinate to the rights
of the Noteholders, as set forth in the Sale and Servicing Agreement.

         Under the Trust Agreement, there will be distributed on the 15th day
of each month or, if such 15th day is not a Business Day, the next Business
Day (each, a "Distribution Date"), commencing on April 15, 2002, to the Person
in whose name this Trust Certificate is registered on the last day of the
immediately preceding month (the "Record Date"), such Certificateholder's
fractional undivided interest in the amount to be distributed to
Certificateholders on such Payment Date.

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

         It is the intent of the Depositor and the Certificateholders that, to
the extent the Certificates are beneficially owned by a single
Certificateholder for purposes of federal income, state and local income and
single business tax and any other income taxes, the Trust will be treated as
an agent of the sole Certificateholder and to the extent the Certificates are
beneficially owned by more than one Certificateholder as a partnership with
the Certificateholders being treated as partners in that tax partnership. A
Certificateholder, by its acceptance of a Trust Certificate, agrees to so
treat, and to take no action inconsistent with the treatment of, the Trust for
such tax purposes as an agent of the Trust and not as a separate tax entity
for federal income tax and state income and franchise tax purposes.

         Each Certificateholder, by its acceptance of a Trust Certificate,
agrees to treat, and to take no action inconsistent with the treatment of, the
Trust Certificates for such tax purposes as partnership interests in the
Trust.

         A Certificateholder, by its acceptance of a Trust Certificate,
covenants and agrees that such Certificateholder 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 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.

         Payments on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or the Paying Agent by wire transfer or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Trust Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement
and notwithstanding the above, the final distribution on this Trust
Certificate will be made after due notice by the Owner Trustee of the pendency
of such payment and only upon presentation and surrender of this Trust
Certificate at the office or agency designated for that purpose by the Owner
Trustee in the Borough of Manhattan, The City of New York.

                                     A-4


<PAGE>


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

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner 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-5


<PAGE>


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

                               NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A


                               By:  WILMINGTON TRUST COMPANY,
                                    not in its individual capacity
                                    but solely as Owner Trustee



Dated:                         By:
                                    --------------------------------
                                      Authorized Signatory



                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,                    WILMINGTON TRUST COMPANY,
as Owner Trustee                      or     as Owner Trustee

                                             By:  The Bank of New York, as
                                                  Authenticating Agent


By:                                          By:
    ---------------------------                   ------------------------
    Authorizing Agent                             Authorizing Agent


                                     A-6


<PAGE>


                        [REVERSE OF TRUST CERTIFICATE]


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

         The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of Certificateholders under the
Trust Agreement at any time by the Depositor and the Owner Trustee with the
consent of the Holders of the Trust Certificates and the Notes, each voting as
a class, evidencing not less than a majority of the Percentage Interests in
the Certificates and the outstanding principal balance of the Notes of each
class. Any such consent by the Holder of this Trust Certificate shall be
conclusive and binding on such Holder and on all future Holders of this Trust
Certificate and of any Trust Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent is
made upon this Trust Certificate. The Trust Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Trust Certificates.

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

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

                                     A-7


<PAGE>


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

         The obligations and responsibilities created by the Trust Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of
all property held as part of the Trust Estate. The Servicer of the Receivables
may at its option purchase the Trust Estate at a price specified in the Sale
and Servicing Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Trust Certificates;
provided, however, that such right of purchase is exercisable only as of the
last day of any Collection Period as of which the Pool Balance is less than or
equal to 5% of the Original Pool Balance.

         The 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 or which uses plan assets to acquire Trust
Certificates (each, a "Benefit Plan"). By accepting and holding this Trust
Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.


                                     A-8


<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, and
              hereby irrevocably constitutes and appoints ____________,
              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 of the registered owner as
                    it appears on the face of the within Trust
                    Certificate in every particular, without alteration,
                    enlargement or any change whatever. Such signature
                    must be guaranteed by an "eligible guarantor
                    institution" meeting the requirements of the
                    Certificate Registrar, which requirements include
                    membership or participation in STAMP or such other
                    "signature guarantee program" as may be determined by
                    the Certificate Registrar in addition to, or in
                    substitution for, STAMP, all in accordance with the
                    Securities Exchange Act of 1934, as amended.


                                     A-9


<PAGE>


                                                                     EXHIBIT B


  FORM OF CERTIFICATE OF TRUST OF NATIONAL CITY AUTO RECEIVABLES TRUST 2002-A


         This CERTIFICATE OF TRUST of NATIONAL CITY AUTO RECEIVABLES TRUST
2002-A (the "Trust"), dated March _____, 2002, is being duly executed and
filed by Wilmington Trust Company, a Delaware banking corporation, as owner
trustee, to form a business trust under the Delaware Business Trust Act (12
Del. Code, ss. 3801 et seq.).

         1. Name. The name of the business trust formed hereby is NATIONAL
CITY AUTO RECEIVABLES TRUST 2002-A.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.

                                   WILMINGTON TRUST COMPANY,
                                   as owner trustee




                                   By:
                                        -----------------------------
                                        Name:
                                        Title:


                                     B-1


<PAGE>


                                                                     EXHIBIT C


                        FORM OF TRANSFEROR CERTIFICATE

                                    [DATE]

National City Vehicle Receivables Inc.
1900 East 9th Street
Cleveland, Ohio  44114

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

         Re:  National City Auto Receivables Trust 2002-A

Ladies and Gentlemen:

         In connection with our disposition of the above-referenced Asset
Backed Certificates (the "Certificates") we certify that (a) we understand
that the Certificates have not been registered under the Securities Act of
1933, as amended (the "Act"), and are being transferred by us in a transaction
that is exempt from the registration requirements of the Act and (b) we have
not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act.

                                    Very truly yours,

                                    [NAME OF TRANSFEROR]


                                    By:
                                        --------------------------------
                                               Authorized Officer


                                     C-1


<PAGE>


                                                                     EXHIBIT D


                           FORM OF INVESTMENT LETTER

National City Vehicle Receivables Inc.
1900 East 9th Street
Cleveland, Ohio  44114

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Ladies and Gentlemen:

         In connection with our proposed purchase of a ____% percentage
interest in the Asset Backed Certificates (the "Certificates") of National
City Auto Receivables Trust 2002-A (the "Issuer"), we confirm that:

                  1. We understand that the Certificates have not been
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), and may not be sold except as permitted in the following
         sentence. We understand and agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, (x) that
         such Certificates are being offered only in a transaction not
         involving any public offering within the meaning of the 1933 Act and
         (y) that such Certificates may be resold, pledged or transferred only
         (i) to the Depositor, (ii) to an "accredited investor" as defined in
         Rule 501(a)(1),(2),(3) or (7) (an "Accredited Investor") under the
         1933 Act acting for its own account (and not for the account of
         others) or as a fiduciary or agent for others (which others also are
         Accredited Investors unless the holder is a bank acting in its
         fiduciary capacity) that executes a certificate substantially in the
         form hereof, (iii) so long as such Certificate is eligible for resale
         pursuant to Rule 144A under the 1933 Act ("Rule 144A"), to a person
         whom we reasonably believe after due inquiry is a "qualified
         institutional buyer" as defined in Rule 144A, acting for its own
         account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are "qualified institutional
         buyers") to whom notice is given that the resale, pledge or transfer
         is being made in reliance on Rule 144A or (iv) in a sale, pledge or
         other transfer made in a transaction otherwise exempt from the
         registration requirements of the 1933 Act, in which case the Owner
         Trustee shall require that both the prospective transferor and the
         prospective transferee certify to the Owner Trustee and the Depositor
         in writing the facts surrounding such transfer, which certification
         shall be in form and substance satisfactory to the Owner Trustee and
         the Depositor. Except in the case of a transfer described in clauses
         (i) or (iii) above, the Owner Trustee shall require a written opinion
         of counsel (which will not be at the expense of the Depositor, any
         affiliate of the Depositor or the Owner Trustee) satisfactory to the
         Depositor and the Owner Trustee be delivered to the Depositor and the
         Owner Trustee to the effect that such transfer will not violate the
         1933 Act, in each case in accordance with any applicable securities
         laws of any state of the United States. We will notify any purchaser
         of the Certificates from us of the above


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<PAGE>


         resale restrictions, if then applicable. We further understand
         that in connection with any transfer of the Certificates by us
         that the Depositor and the Owner Trustee may request, and if so
         requested we will furnish such certificates and other information as
         they may reasonably require to confirm that any such transfer
         complies with the foregoing restrictions.

                  2.               [CHECK ONE]

   / /   (a) We are an "accredited investor" (as defined in Rule
         501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act) acting
         for our own account (and not for the account of others) or as a
         fiduciary or agent for others (which others also are Accredited
         Investors unless we are a bank acting in its fiduciary capacity). We
         have such knowledge and experience in financial and business matters
         as to be capable of evaluating the merits and risks of our investment
         in the Certificates, and we and any accounts for which we are acting
         are each able to bear the economic risk of our or their investment
         for an indefinite period of time. We are acquiring the Certificates
         for investment and not with a view to, or for offer and sale in
         connection with, a public distribution.

   / /   (b) We are a "qualified institutional buyer" as defined under Rule
         144A under the 1933 Act and are acquiring the Certificates for our
         own account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are "qualified institutional
         buyers"). We are familiar with Rule 144A under the 1933 Act and are
         aware that the seller of the Certificates and other parties intend to
         rely on the statements made herein and the exemption from the
         registration requirements of the 1933 Act provided by Rule 144A.

                  3. We are not (i) an employee benefit plan (as defined in
         Section 3(3) of the Employee Retirement Income Security Act of 1974,
         as amended ("ERISA")) that is subject to the provisions of Title I of
         ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or
         (iii) any entity whose underlying assets include plan assets by
         reason of a plan's investment in the entity (each, a "Benefit Plan").
         We hereby acknowledge that no transfer of any Certificate shall be
         permitted to be made to any person unless the Owner Trustee has
         received (i) a certificate from such transferee to the effect of the
         preceding sentence, or (ii) an opinion of counsel satisfactory to the
         Owner Trustee to the effect that the purchase and holding of any such
         Certificate will not constitute or result in the assets of the Issuer
         being deemed to be "plan assets" and subject to the prohibited
         transaction provisions of ERISA or Section 4975 of the Code and will
         not subject the Owner Trustee, the Indenture Trustee or the Depositor
         to any obligation in addition to those undertaken in the Basic
         Documents with respect to the Certificates (provided, however, that
         the Owner Trustee will not require such certificate or opinion in the
         event that, as a result of change of law or otherwise, counsel
         satisfactory to the Owner Trustee has rendered an opinion to the
         effect that the purchase and holding of any such Certificate by a
         Benefit Plan or a Person that is purchasing or holding any such
         Certificate with the assets of a Benefit Plan will not constitute or
         result in a prohibited transaction under ERISA or Section 4975 of the
         Code).

                  4. We are a Person who is either (A)(1) a citizen or
         individual resident of the United States, (2) a corporation,
         partnership or other entity organized in or under the laws of the
         United States, any state thereof or the District of Columbia or (3) a
         Person not

                                     D-2


<PAGE>


         described in (A)(1) or (2) whose ownership of the Trust
         Certificates is effectively connected with such Person's conduct of a
         trade or business within the United States (within the meaning of the
         Code) and its ownership of any interest in a Certificate will not
         result in any withholding obligation with respect to any payments
         with respect to the Trust Certificates by any Person (other than
         withholding, if any, under Section 1446 of the Code) or (B) an estate
         the income of which is includible in gross income for federal income
         tax purposes regardless of source or a trust if (1) the court within
         the United States is able to exercise primary supervision of the
         administration of such trust and one or more United States persons
         have the authority to control all substantial decisions of the Issuer
         or (2) such trust was in existence on August 20, 1996 and properly
         elected to continue to be treated as a United States person. We agree
         to provide a certification of non-foreign status signed under penalty
         of perjury and, alternatively, that if we are a Person described in
         clause (A)(3) above, we will furnish to the transferor and the Owner
         Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI
         upon the expiration or obsolescence of any previously delivered form
         (and such other certifications, representations or Opinions of
         Counsel as may be requested by the transferor and the Owner Trustee).

                  5. We understand that the Depositor, the Owner Trustee, the
         Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and others
         will rely upon the truth and accuracy of the foregoing
         acknowledgments, representations and agreements, and we agree that if
         any of the acknowledgments, representations and warranties deemed to
         have been made by us by our purchase of the Certificates, for our own
         account or for one or more accounts as to each of which we exercise
         sole investment discretion, are no longer accurate, we shall promptly
         notify the Depositor, the Owner Trustee and Merrill Lynch, Pierce,
         Fenner & Smith Incorporated.

                  6. You are entitled to rely upon this letter and you are
         irrevocably authorized to produce this letter or a copy hereof to any
         interested party in any administrative or legal proceeding or
         official inquiry with respect to the matters covered hereby.

                                    Very truly yours,

                                    [NAME OF PURCHASER]


                                    By:
                                        ---------------------------
                                        Name:
                                        Title:

                                    Date:
                                        ---------------------------

                                     D-3