Exhibit 10.1

                                    SCHEDULE
                                     to the
                              ISDA Master Agreement

                           dated as of March 27, 2002

                                     between
                              BANK OF AMERICA, N.A.
                                   ("Party A")
                                       and
                       FORD CREDIT AUTO OWNER TRUST 2002-B
                                   ("Party B")


Part 1.  Termination Provisions.

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

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

         in relation to Party B for the purpose of:

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

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

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

(d)  The "Credit Support Default" provisions of Section 5(a)(iii) will
     apply to Party A and will not apply to Party B.

(e)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to
     Party A and will not apply to Party B.

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

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

     (i)    Market Quotation will apply unless Party B is the
            Non-defaulting Party or the party which is not the Affected
            Party, as the case may be, and Party B has contracted to enter
            into a replacement Transaction on or prior to the Early
            Termination Date, in which event Loss will apply.

     (ii)   The Second Method will apply.

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

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

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

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

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

Part 2.  Tax Representations.

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

(b)  Payee Tax Representations. For the purpose of Section 3(f) of this
     Agreement:

     (i)    Party A will make the representations specified below:

         It is a national banking association organized and existing under the
laws of the United States of America.

     (ii)   Party B will make the representations specified below:

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


Part 3.  Documents to be Delivered.

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

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

(b)  Other documents to be delivered are:

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


<S>                          <C>                                 <C>                                <C>
Party A and Party B          Annual audited financial             Promptly    after    request,     Applicable
                             statements  for such party (or in    after such  documents  become
                             the case of Party A, its publicly    available.
                             corporate   parent)  prepared  in
                             accordance with generally
                             accepted  accounting   principles
                             in  the   country  in  which  the
                             party is organized


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


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


                             Monthly investor reports           To be made available on Ford        Not Applicable
Party B                                                         Credit's website.
</TABLE>



Part 4.  Miscellaneous

     (a) Addresses for Notices:

              For the purpose of Section 12(a) of this Agreement, any notice
              relating to a particular Transaction shall be delivered to the
              address or fax or telex number specified in the Confirmation of
              such Transaction. Any notice delivered for purposes of Section 5
              and 6 of this Agreement shall be delivered to the following
              address:

                      (1)  TO PARTY A:

                                    Bank of America, N.A.
                                    Sears Tower
                                    233 South Wacker Drive, Suite 2800
                                    Chicago, Illinois 60606
                                    Attn: Swap Operations

                           with a copy to:--

                                    Bank of America, N.A.
                                    100 N. Tyron St., NC1-007-13-01
                                    Charlotte, North Carolina 28255
                                    Attn:  Capital Markets Documentation
                                    Fax:  704-386-4113

                      (2)   TO PARTY B:

                                    The Bank of New York, as Owner Trustee for
                                    Ford Credit Auto Owner Trust 2002-B 5 Penn
                                    Plaza, 16th Floor New York, New York 10001
                                    Attn: Corporate Trust Administration Fax:
                                    212-328-7623

                           with a copy to:

                                    JPMorgan Chase Bank,
                                    as Indenture Trustee for
                                    Ford Credit Auto Owner Trust 2002-B
                                    450 West 33rd Street
                                    New York, New York 10001
                                    Attention:  Michael A. Smith
                                    Tel.:  (212) 946-3346
                                    Fax:  (212) 946-8302

                           and with a copy to

                                    Ford Motor Credit Company c/o Ford Motor
                                    Company - WHQ One American Road Suite
                                    1034-A1 Dearborn, Michigan 48126 Office of
                                    the General Counsel Attention of the
                                    Secretary Fax: (313) 248-7613

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

         Party A appoints as its Process Agent:      Not applicable.

         Party B appoints as its Process Agent:      Not applicable.

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

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

         (i)      Party A is not a Multibranch Party.

         (ii)     Party B is not a Multibranch Party.

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

(f)      Credit Support Document.

         Party A:  Not Applicable
         Party B:  Not Applicable

(g)      Credit Support Provider.

         Party A:  Not Applicable
         Party B:  Not Applicable

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

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

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

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

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

Part 5.  Other Provisions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(k)      Set-off. Nothwithstanding any provision of this Agreement or any
         other existing or future agreements, each of Party A and Party B
         irrevocably waives as to itself any and all contractual rights it
         may have to set off, net, recoup or otherwise withhold or suspend
         or condition its payment or performance of any obligation to the
         other party hereto arising outside of this Agreement (which
         Agreement includes without limitation, the Master Agreement to
         which this Schedule is attached, this Schedule and the
         Confirmations attached hereto).

(l)      Additional Definitions.

                  "Administration Agreement" shall mean the administration
         agreement (including Appendix A thereto) dated as of January 1, 2002,
         as amended, supplemented or otherwise modified and in effect, by and
         among Party B, Ford Motor Credit Company and JPMorgan Chase Bank.

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

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

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

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

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

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

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

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

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

                  "Closing Date" shall mean March 27, 2002.

                  "Distribution Date" shall mean the fifteenth (15th) day
         of each calendar month or, if such day is not a Business Day, the
         next succeeding Business Day, commencing April 15, 2002.

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

                  "Fitch" means Fitch, Inc.

                  "Indenture" shall mean the indenture dated as of March 1,
         2002 (including Appendix A thereto), as amended, supplemented or
         otherwise modified and in effect, between Party B and JPMorgan
         Chase Bank, as Indenture Trustee.

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

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

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

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

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

                  "Purchase Agreement" shall mean the purchase agreement
         (including Appendix A thereto) dated as of March 1, 2002, as from
         time to time amended, supplemented or otherwise modified and in
         effect, between Ford Motor Credit Company and FCAR Two LLC.

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

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

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

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

                  "Sale and Servicing Agreement" shall mean the sale and
         servicing agreement (including Appendix A thereto) dated as of
         March 1, 2002, as amended, supplemented or otherwise modified and
         in effect, by and among Party B, FCAR Two LLC, as seller, and Ford
         Motor Credit Company, as servicer.

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

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

                  "Trust Agreement" shall mean the Amended and Restated
         Trust Agreement (including Appendix A thereto), dated as of March
         1, 2002, as amended, supplemented or otherwise modified and in
         effect, by and among FCAR Two LLC, the Bank of New York
         (Delaware), as Delaware Trustee and The Bank of New York, as Owner
         Trustee.


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


FORD CREDIT AUTO OWNER TRUST                       BANK OF AMERICA, N.A.
2002-B

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


By: /s/ John Bobko                              By:  /s/ Roger H. Heintzelman
    --------------                                   --------------------------
Name:  John Bobko                               Name:  Roger H. Heintzelman
Title: Assistant Treasurer                      Title: Principal

Date:  March 27, 2002                           Date:  March 27, 2002


<PAGE>
EXHIBIT A - Form of Confirmation

                                                                       [Date]


To:               Bank of America, N.A.
                  Contact: [                    ]
                  Tel:
                  Fax:

From:             FORD CREDIT AUTO OWNER TRUST 2002-B
Contact:          [                    ]
                  Tel:
                  Fax:

                  Re:  Interest Rate Swap Reference No. [          ]
                  --------------------------------------------------

Ladies and Gentlemen:

          The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between [Name of
Counterparty] ("Party A") and Ford Credit Auto Owner Trust 2002-A ("Party
B") on the Trade Date listed below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA Agreement specified
below.

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

          1. This Confirmation supplements, forms part of, and is subject
to, the Master Agreement dated as of March ___, 2002, as amended and
supplemented from time to time (the "Agreement") between you and us. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. Other capitalized terms used herein and not
otherwise defined shall have the meanings given them in the Indenture
referred to in the Agreement. In the event of any inconsistency between
those terms and this Confirmation, this Confirmation will govern.

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

    Party A:                  Bank of America, N.A.

    Party B:                  Ford Credit Auto Owner Trust 2002-B.

    Trade Date:                        [                    ] .

    Effective Date:                    [                    ] .

    Notional Amount:           The Notional Amount initially shall equal [
                               ] and shall decrease by an amount equal to
                               the amount of the reduction in the aggregate
                               principal balance of the Class A-2b Notes on
                               each Distribution Date. Decreases in the
                               Notional Amount with respect to the
                               calculation of Fixed Amounts and Floating
                               Amounts shall take effect as of the
                               respective Period End Date occurring in the
                               month of the Distribution Date. Party B
                               shall determine the Notional Amount and
                               shall inform Party A of such determination
                               by the twelfth day of each calendar month
                               using the aggregate outstanding principal
                               balance for the Notes prior to giving effect
                               to any payments of principal of Notes on the
                               following Distribution Date, as shown in the
                               Servicer's monthly investor report relating
                               to such Distribution Date.

    Termination Date:          The earlier of [ ] and the date the
                               aggregate outstanding principal balance of
                               the Class A-2b Notes has been reduced to
                               zero.

    Fixed Amounts

        Fixed Rate Payer:      Party B.

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

        Period End Date:       The 15th day of each calendar  month,  with No
                               Adjustment.  (This means that each Calculation
                               Period  for the  Fixed  Amount  shall  have 30
                               days,  except  for the Initial  Calculation
                               Period,  which  shall  commence on March __, 2002
                               and end on April 15, 2002.)

        Fixed Rate:            [        ]%

        Fixed Rate Day
        Count Fraction:        30/360.

    Floating Amounts

        Floating Rate Payer:   Party A.

        Floating Rate Payer
        Payment Dates:         The 15th day of each calendar  month,  subject to
                               adjustment  in accordance  with the Following
                               Business Day Convention.
        Floating Rate for
        initial Calculation
        Period:                [       ]% (excluding spread)

        Floating Rate Option:  USD-LIBOR-BBA.

        Designated Maturity:   One month.

        Spread:                [    ]%

        Floating Rate Day
        Count Fraction:        Actual/360.

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

    Business Days:             New York and Delaware.

    3.  Account Details

    Payments to Party A:
                               ABA#:
                               Account#:

    Payments to Party B:       JPMorgan Chase Bank
                               ABA#: 021000021
                               Account#:
                               Account Name:  Collection Account
                               Ref:

    Party A Operations
    Contact:

                               Attention:
                               Tel:

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

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

Best Regards,


               FORD CREDIT AUTO OWNER TRUST 2002-B

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


               By:
                      ------------------------------------
                      Name: John Bobko
                      Title: Assistant Treasurer


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               By:
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                     Name:
                     Title: