Exhibit 10.2

                                   SCHEDULE
                                    to the
                             ISDA Master Agreement

                          dated as of March 27, 2002

                                    between
                              JPMORGAN CHASE BANK
                                  ("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 banking corporation organized and existing under the laws of
         the State of New York.

         (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 deliver  Form/Document/                                                    Section 3(d)
document                     Certificate                        Date by which to be 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.

Party B                      Monthly investor reports           To be made  available on Ford  Not Applicable
Party B                      Monthly investor reports           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:

                                    JPMorgan Chase Bank
                                    Attention:  Legal Department-
                                    Capital Markets Group
                                    270 Park Avenue, 40th Floor
                                    New York, New York  10017-2070
                                    Facsimile No:  (212) 270-7468

                  (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 JPMorgan Chase Bank 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                      JPMORGAN CHASE BANK
2002-B

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


By:  /s/ John Bobko                               By:    /s/ James Dwyer
     --------------                                      ---------------
Name:    John Bobko                               Name:   James Dwyer
Title:   Assistant Treasurer                      Title:  Vice President

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




EXHIBIT A - Form of Confirmation

                                                                       [Date]


To:               JPMORGAN CHASE BANK
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:                  JPMorgan Chase Bank

   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-3b 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-3b
                             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


               JPMORGAN CHASE BANK


               By:__________________________________
                     Name:
                     Title: