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                          CNH EQUIPMENT TRUST 2002-A


                                TRUST AGREEMENT



                                    between



                         CNH CAPITAL RECEIVABLES INC.



                                      and



                             THE BANK OF NEW YORK,
                                  as Trustee




                           Dated as of March 1, 2002


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<PAGE>


                                   ARTICLE I
                                  Definitions

SECTION 1.1.   Definitions....................................................1

SECTION 1.2.   Other Definitional Provisions..................................1

                              ARTICLE II
                             Organization

SECTION 2.1.   Name...........................................................2

SECTION 2.2.   Office.........................................................2

SECTION 2.3.   Purposes and Powers............................................2

SECTION 2.4.   Appointment of Trustee.........................................3

SECTION 2.5.   Initial Capital Contribution of Trust Estate...................3

SECTION 2.6.   Declaration of Trust...........................................3

SECTION 2.7.   Liability of the Certificateholders............................4

SECTION 2.8.   Title to Trust Property........................................4

SECTION 2.9.   Situs of Trust.................................................4

SECTION 2.10.  Representations and Warranties of the Depositor................4

SECTION 2.11.  Federal Income Tax Allocations; Tax Treatment..................5


                                  ARTICLE III
                 Trust Certificates and Transfer of Interests

SECTION 3.1.   Initial Ownership..............................................7

SECTION 3.2.   The Trust Certificates.........................................7

SECTION 3.3.   Authentication of Trust Certificates...........................7

SECTION 3.4.   Registration of Transfer and Exchange of Trust Certificates....7

SECTION 3.5.   Mutilated, Destroyed, Lost or Stolen Trust Certificates........9

SECTION 3.6.   Persons Deemed Certificateholders..............................9

SECTION 3.7.   Access to List of Certificateholders' Names and Addresses.....10

SECTION 3.8.   Maintenance of Office or Agency...............................10

SECTION 3.9.   Appointment of Paying Agent...................................10


                                  ARTICLE IV
                              Actions by Trustee

SECTION 4.1.   Prior Notice to Certificateholders with Respect to Certain
               Matters.......................................................11

SECTION 4.2.   Action by Certificateholders with Respect to Certain Matters..12

SECTION 4.3.   Action by Certificateholders with Respect to Bankruptcy.......12

SECTION 4.4.   Restrictions on Certificateholders' Power.....................12

SECTION 4.5.   Majority Control..............................................12

                                     i
<PAGE>


                                   ARTICLE V
                  Application of Trust Funds; Certain Duties

SECTION 5.1.   Establishment of Trust Account................................13

SECTION 5.2.   Applications of Trust Funds...................................13

SECTION 5.3.   Method of Payment.............................................14

SECTION 5.4.   No Segregation of Moneys; No Interest.........................14

SECTION 5.5.   Accounting and Reports to the Noteholders,
               Certificateholders, the Internal Revenue Service and Others...14

SECTION 5.6.   Signature on Returns; Tax Matters Partner.....................15

                                  ARTICLE VI
                        Authority and Duties of Trustee

SECTION 6.1.   General Authority.............................................15

SECTION 6.2.   General Duties................................................16

SECTION 6.3.   Action upon Instruction.......................................16

SECTION 6.4.   No Duties Except as Specified in this Agreement or in
               Instructions..................................................17

SECTION 6.5.   No Action Except Under Specified Documents or Instructions....17

SECTION 6.6.   Restrictions..................................................18

                                  ARTICLE VII
                            Concerning the Trustee

SECTION 7.1.   Acceptance of Trusts and Duties...............................18

SECTION 7.2.   Furnishing of Documents.......................................19

SECTION 7.3.   Representations and Warranties................................20

SECTION 7.4.   Reliance; Advice of Counsel...................................20

SECTION 7.5.   Not Acting in Individual Capacity.............................21

SECTION 7.6.   Trustee Not Liable for Trust Certificates or Receivables......21

SECTION 7.7.   Trustee May Not Own Notes.....................................22

                                     ii


<PAGE>

                                 ARTICLE VIII
                            Compensation of Trustee

SECTION 8.1.   Trustee's Fees and Expenses...................................22

SECTION 8.2.   Indemnification...............................................22

SECTION 8.3.   Payments to the Trustee.......................................23

                                  ARTICLE IX
                        Termination of Trust Agreement

SECTION 9.1.   Termination of Trust Agreement................................23

                                   ARTICLE X
                  Successor Trustees and Additional Trustees

SECTION 10.1.  Eligibility Requirements for Trustee..........................24

SECTION 10.2.  Resignation or Removal of Trustee.............................25

SECTION 10.3.  Successor Trustee.............................................26

SECTION 10.4.  Merger or Consolidation of Trustee............................26

SECTION 10.5.  Appointment of Co-Trustee or Separate Trustee.................26

                                  ARTICLE XI
                                 Miscellaneous

SECTION 11.1.  Supplements and Amendments....................................28

SECTION 11.2.  No Legal Title to Trust Estate in Certificateholders..........29

SECTION 11.3.  Limitations on Rights of Others...............................30

SECTION 11.4.  Notices.......................................................30

SECTION 11.5.  Severability..................................................30

SECTION 11.6.  Separate Counterparts.........................................30

SECTION 11.7.  Successors and Assigns........................................31

SECTION 11.8.  Covenants of the Depositor....................................31

SECTION 11.9.  No Petition...................................................31

SECTION 11.10. No Recourse...................................................31

SECTION 11.11. Headings......................................................32

SECTION 11.12. Governing Law.................................................32

SECTION 11.13. Administrator.................................................32

EXHIBITS

EXHIBIT A         Form of Trust Certificate
EXHIBIT B         Form of Certificate of Trust

                                      iii

<PAGE>



     TRUST AGREEMENT (as amended or supplemented from time to time, this
"Agreement") dated as of March 1, 2002 between CNH CAPITAL RECEIVABLES INC., a
Delaware corporation, as Depositor, and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee.

                                  ARTICLE I
                                  Definitions


     SECTION 1.1. Definitions. Capitalized terms used herein and not otherwise
defined herein are defined in Appendix A to the Indenture dated as of the date
hereof between CNH Equipment Trust 2002-A and Bank One, National Association.

     SECTION 1.2. Other Definitional Provisions. (a) 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.

          (a) 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 in effect on the date hereof. 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.

          (b) 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; and the
     term "including" shall mean "including without limitation".

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


<PAGE>


                                  ARTICLE II
                                 Organization


     SECTION 2.1. Name. The Trust created hereby shall be known as "CNH
Equipment Trust 2002-A", in which name the 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 2.2. Office. The office of the Trust shall be in care of the
Trustee at the Corporate Trust Office or at such other address in Delaware as
the Trustee may designate by written notice to the Certificateholders and the
Depositor.

     SECTION 2.3. Purposes and Powers. The purpose of the Trust is, and the
Trust shall have the power and authority to, engage in the following
activities:

          (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 one or more transactions;

          (b) with the proceeds of the sale of the Notes and the Trust
     Certificates, to fund the Pre-Funding Account and to purchase the
     Receivables 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 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.

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<PAGE>


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

     SECTION 2.4. Appointment of Trustee. The Depositor hereby appoints the
Trustee as trustee of the Trust effective as of the date hereof, to have all
the rights, powers and duties set forth herein. Pursuant to a Co-Trustee
Agreement dated as of the date hereof (the "Co-Trustee Agreement"), the
Depositor shall appoint The Bank of New York (Delaware) to serve as the
trustee (the "Delaware Trustee") of the Trust in the State of Delaware for the
sole purpose of satisfying the requirement of Section 3807 of the Trust
Statute that the Trust have at least one trustee with a principal place of
business in Delaware. The Delaware Trustee shall have none of the rights,
duties or liabilities of the Trustee. The rights, duties and liabilities of
the Delaware Trustee shall be limited to those expressly set forth in the
Co-Trustee Agreement. To the extent that, at law or in equity, the Delaware
Trustee has rights, duties (including fiduciary duties) and liabilities
relating to the Trust or the Certificateholders, such rights, duties and
liabilities are replaced by the rights, duties and liabilities of the Delaware
Trustee expressly set forth in the Co-Trustee Agreement.

     SECTION 2.5. Initial Capital Contribution of Trust Estate. The Depositor
hereby contributes to the Trustee, as of the date hereof, the sum of $1.00.
The 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 Trustee, promptly reimburse the Trustee for
any such expenses paid by the Trustee. The Depositor may also take steps
necessary, including the execution and filing of any necessary filings, to
ensure that the Trust is in compliance with any applicable state securities
law.

     SECTION 2.6. Declaration of Trust. The 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 Trust
Statute and that this Agreement and the Co-Trustee Agreement (as defined in
Section 2.4) constitute the governing instrument of such business trust. It is
the intention of the parties hereto that, solely for income and franchise tax
purposes, until the Certificates are held by more than one Person, the Trust
be disregarded as an entity separate from its Owner and the Notes be treated
as debt of the Depositor. At such time that the Certificates are held by more

                                      3
<PAGE>

than one person, it is the intention of the parties hereto that, solely for
income and franchise tax purposes, the Trust be treated as a partnership, with
the assets of the partnership being the Receivables and other assets held by
the Trust, the partners of the partnership being the Certificateholders
(including the Depositor (or its successor in interest) in its capacity as
recipient of distributions from the Spread Account), and the Notes being debt
of the partnership. The parties agree that, unless otherwise required by
appropriate tax authorities, until the Certificates are held by more than one
Person the Trust will not file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterization of the
Trust as an entity separate from its Owner. Effective as of the date hereof,
the Trustee shall have all rights, powers and duties set forth herein and in
the Trust Statute with respect to accomplishing the purposes of the Trust.

     SECTION 2.7. Liability of the Certificateholders. No Certificateholder
shall have any personal liability for any liability or obligation of the
Trust.

     SECTION 2.8. Title to Trust Property. Subject to the Lien granted in 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
Trustee, a co-trustee and/or a separate trustee, as the case may be.

     SECTION 2.9. Situs of Trust. The Trust will be located and administered
in the State of New York. All bank accounts maintained by the 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 in any state other than New
York; provided, however, that nothing herein shall restrict or prohibit the
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.

     SECTION 2.10. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the 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.

                                     4
<PAGE>


          (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
     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 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 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 by-laws of the Depositor, or any
     indenture, agreement or other instrument to which the Depositor is a
     party or by which it is bound; or 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); or 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.

          (e) The Depositor has duly executed and delivered this Agreement,
     and this Agreement constitutes a legal, valid and binding obligation of
     the Depositor, enforceable in accordance with its terms, except as
     enforceability may be subject to or limited by bankruptcy, insolvency,
     reorganization or other similar laws affecting the enforcement of
     creditors' rights generally and by general principles of equity
     (regardless of whether such enforcement is considered in a proceeding in
     equity or at law).

     SECTION 2.11. Federal Income Tax Allocations; Tax Treatment. If
Certificates are held by more than one Person, interest payments on the
Certificates at the Pass-Through Rate (including interest on amounts
previously due on the Certificates but not yet distributed) shall be treated
as "guaranteed payments" under Section 707(c) of the Code. Net income of the
Trust for any month as determined for Federal income tax purposes (and each

                                      5
<PAGE>

item of income, gain, loss and deduction entering into the computation
thereof) shall be allocated:

          (1) among the Certificateholders as of the close of business on the
     last day of such month, in proportion to their ownership of principal
     amount of Trust Certificates on such date, an amount of net income up to
     the sum of: (i) the portion of the market discount on the Receivables
     accrued during such month that is allocable to the excess, if any, of the
     Initial Certificate Balance over their initial aggregate issue price, and
     (ii) any other amounts of income payable to the Certificateholders for
     such month; and such sum of amounts specified in clauses (i) and (ii) of
     this sentence shall be reduced by any amortization by the Trust of
     premium on Receivables that corresponds to any excess of the issue price
     of Trust Certificates over their principal amount; and

          (2) to the Depositor, and other holders of interests in the Spread
     Account, to the extent of any remaining net income, in accordance with
     their respective interests therein.

If the net income of the Trust for any month is insufficient for the
allocations described in clause (1), subsequent net income shall first be
allocated to make up such shortfall before being allocated as provided in the
preceding sentence. 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
to the Depositor (or other holders of interests in the Spread Account) to the
extent the Depositor (or such holders) are reasonably expected to bear the
economic burden of such net losses, and any remaining net losses shall be
allocated among the remaining Certificateholders as of the close of business
on the last day of such month in proportion to their ownership of principal
amount of Trust Certificates on such day. The Depositor is authorized to
modify the allocations in this paragraph if necessary or appropriate, in its
sole discretion, for the allocations to fairly reflect the economic income,
gain or loss to the Depositor (or other holders of interests in the Spread
Account) or to the Certificateholders, or as otherwise required by the Code.
Notwithstanding anything provided in this Section 2.11, if the Certificates
are held solely by the Depositor, the application of this Section 2.11 shall
be disregarded.

                                      6
<PAGE>


                                 ARTICLE III
                 Trust Certificates and Transfer of Interests


     SECTION 3.1. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.5, and until the issuance
of the Trust Certificates, the Depositor shall be the sole beneficiary of the
Trust.

     SECTION 3.2. The Trust Certificates. The Trust Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the 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,
when authenticated pursuant to Section 3.3, validly issued and entitled to the
benefits of this Agreement, 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.

     SECTION 3.3. Authentication of Trust Certificates. Concurrently with the
sale of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Trustee shall cause the Trust Certificates in an aggregate
principal amount equal to the Initial Certificate Balance to be executed on
behalf of the Trust, authenticated and delivered to or upon the written order
of the Depositor, signed by its chairman of the board, its president or any
vice president, without further corporate action by the Depositor, in
authorized denominations. No Trust Certificate shall entitle its Holder to any
benefit under this Agreement, or shall 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 Trustee by
the manual signature of one of its authorized signatories; such certificate of
authentication shall constitute conclusive evidence, and the only evidence,
that such Trust Certificate shall have been duly authenticated and delivered
hereunder. All Trust Certificates shall be dated the date of their
authentication. No further Trust Certificates shall be issued except pursuant
to Section 3.4 or 3.5 hereunder.

     SECTION 3.4. Registration of Transfer and Exchange of Trust Certificates.
The Trust shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 3.8, a register (the "Certificate Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Trust Certificates and of transfers and
exchanges of Trust Certificates. The Paying Agent shall be the "Certificate
Registrar" for the purpose of registering Trust Certificates and the transfers

                                      7
<PAGE>

of Trust Certificates as herein provided. Upon any resignation of any
Certificate Registrar, the Depositor shall promptly appoint a successor or, if
it elects not to make such an appointment, assume the duties of the
Certificate Registrar.

     Upon surrender for registration of transfer of any Trust Certificate at
the office or agency maintained pursuant to Section 3.8, if the requirements
of Section 8-401(a) of the UCC are met, the Trustee shall execute,
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 principal amount.

     At the option of a Holder, Trust Certificates may be exchanged for other
Trust Certificates of authorized denominations, of a like aggregate principal
amount, upon surrender of the Trust Certificates to be exchanged at the office
or agency maintained pursuant to Section 3.8. Whenever any Trust Certificates
are so surrendered for exchange, if the requirements of Section 8-401(a) of
the UCC are met, the Trustee shall execute, authenticate and deliver the Trust
Certificates that the Certificateholder making the exchange is entitled to
receive.

     All Trust Certificates issued upon any registration of transfer or
exchange of Trust Certificates shall be entitled to the same benefits under
this Agreement as the Trust Certificates surrendered upon such registration of
transfer or exchange.

     Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing. No transfer of a Trust Certificate shall be registered unless the
transferee shall have provided (i) an opinion of counsel that no registration
is required under the Securities Act of 1933, as amended, or applicable state
laws, and (ii) an Officer's Certificate as to compliance with Section 6.6 of
the Sale and Servicing Agreement. Each Trust Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently
disposed of by the Trustee in accordance with its customary practice.

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

                                      8
<PAGE>

     The Trust Certificates and any beneficial interest in such 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 (each a "Benefit Plan"). By accepting and holding a
Trust Certificate or an interest therein, the Holder thereof shall be deemed
to have represented and warranted that it is not a Benefit Plan. The Trustee
shall have no obligation to determine whether or not a Holder of a Trust
Certificate is or is not a Benefit Plan.

     SECTION 3.5. 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
(provided, that the Trustee shall not be required to verify the evidence
provided to it), and (b) there shall be delivered to the Certificate Registrar
and the Trustee such security or indemnity as may be required by them to hold
each of them harmless, then, in the absence of notice that such Trust
Certificate shall have been acquired by a bona fide purchaser, and provided
that the requirements of Section 8-405 of the UCC are met, the Trustee on
behalf of the Trust shall execute, authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate,
a replacement Trust Certificate of like tenor and denomination.

     In connection with the issuance of any replacement Trust Certificate
under this Section, the Trustee and the Certificate Registrar may require the
payment by the Certificateholder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

     Any replacement Trust Certificate issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Trust Certificate
shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the mutilated, lost, stolen or destroyed
Trust Certificate shall be found at any time, and shall be entitled to all the
benefits of this Agreement.

     SECTION 3.6. Persons Deemed Certificateholders. Prior to due presentation
of a Trust Certificate for registration of transfer of any Trust Certificate,
the Trustee or the Certificate Registrar may treat the Person in whose name
any Trust Certificate shall be registered in the Certificate Register (as of
the day of determination) as the owner of such Trust Certificate for the
purpose of receiving distributions pursuant to Section 5.2 and for all other
purposes whatsoever, and neither the Trustee nor the Certificate Registrar
shall be bound by any notice to the contrary.

                                      9
<PAGE>

     SECTION 3.7. Access to List of Certificateholders' Names and Addresses.
The Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor, within 15 days after receipt by the Trustee of a request therefor
from the Servicer or the Depositor in writing, 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. If three or more
Certificateholders or one or more Holder(s) of Trust Certificates evidencing
not less than 25% of the Certificate Percentage Interest apply in writing to
the 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 shall be
accompanied by a copy of the communication that such applicants propose to
transmit, then the 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 Holder, 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 Trustee accountable by reason
of the disclosure of its name and address, regardless of the source from which
such information was derived.

     SECTION 3.8. Maintenance of Office or Agency. The Trustee shall maintain
in the Borough of Manhattan, 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 Trustee in
respect of the Trust Certificates and the Basic Documents may be served. The
Trustee initially designated The Bank of New York, [5 Penn Plaza, 16th Floor,
New York, New York 10001], Attention: Corporate Trust Administration - Asset
Backed Finance Unit, as its principal corporate trust office for such
purposes. The Trustee shall give prompt written notice to the Depositor and to
the Certificateholders of any change in the location of the Certificate
Register or any such office or agency.

     SECTION 3.9. Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.2 and shall report the amounts of such distributions to
the Trustee. Any Paying Agent shall have the revocable power to withdraw funds
from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Trustee may revoke such power and remove
the Paying Agent if the 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 shall initially be the Trustee, and
any co-paying agent chosen by and acceptable to the Trustee. The Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to

                                      10
<PAGE>

the Trustee. In the event that the Trustee shall not be the Paying Agent, the
Trustee shall appoint a successor to act as Paying Agent (which shall be a
bank or trust company). The Trustee shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Trustee to execute and deliver to
the Trustee an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the 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
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Trustee. The provisions of Sections 7.1,
7.3, 7.4 and 8.1 shall apply to the Trustee also in its role as Paying Agent,
for so long as the 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.

                                  ARTICLE IV
                              Actions by Trustee

     SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain
Matters. With respect to the following matters, the Trustee shall not take
action unless, at least 30 days before the taking of such action, the Trustee
shall have notified the Certificateholders in writing of the proposed action
and the Certificateholders shall not have notified the Trustee in writing
prior to the 30th day after such notice is given that such Certificateholders
have withheld consent or shall not have provided alternative direction:

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

          (b) the election by the Trust to file an amendment to the
     Certificate of Trust;

          (c) the amendment of the Indenture in circumstances where the
     consent of any Noteholder is required;

                                      11
<PAGE>

          (d) the amendment of the Indenture in circumstances where the
     consent of any Noteholder is not required and such amendment materially
     adversely affects the interest 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; or

          (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.

     SECTION 4.2. Action by Certificateholders with Respect to Certain
Matters. The Trustee shall not have the power, except upon the direction of
the Certificateholders, to: (a) remove the Administrator under the
Administration Agreement, (b) appoint a successor Administrator, (c) remove
the Servicer under the Sale and Servicing Agreement or (d) except as expressly
provided in the Basic Documents, sell the Receivables after the termination of
the Indenture. The Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the Certificateholders.

     SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy. The
Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and the delivery to the Trustee by each such
Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

     SECTION 4.4. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Trustee to take or refrain from taking
any action if such action or inaction would be contrary to any obligation of
the Trust or the Trustee under this Agreement or any of the Basic Documents or
would be contrary to Section 2.3, nor shall the Trustee be obligated to follow
any such direction, if given.

     SECTION 4.5. 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 Certificate Balance. Except as expressly provided herein, any written

                                      12
<PAGE>

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 Certificate Balance at the time of the delivery of such
notice.

                                  ARTICLE V
                  Application of Trust Funds; Certain Duties


     SECTION 5.1. Establishment of Trust Account. The Trustee, for the benefit
of the Certificateholders, shall 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 Trust 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 Trustee for the benefit of the Certificateholders. If, at any time, the
Certificate Distribution Account ceases to be an Eligible Deposit Account, the
Trustee (or the Depositor on behalf of the Trustee, if the Certificate
Distribution Account is not then held by the Trustee or an affiliate thereof)
shall, within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which the Rating Agency Condition shall be satisfied),
establish a new Certificate Distribution Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new
Certificate Distribution Account.

     SECTION 5.2. Applications of Trust Funds. (a) On each Payment Date, the
Trustee will distribute to Certificateholders, on a pro rata basis, amounts
deposited in the Certificate Distribution Account pursuant to Sections 5.5,
5.6 and 5.7 of the Sale and Servicing Agreement.

          (b) On each Payment Date, the Trustee shall send to each
     Certificateholder the statement provided to the Trustee by the Servicer
     pursuant to Section 5.10 of the Sale and Servicing Agreement.

          (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 the Certificateholder in
     accordance with this Section. The Trustee is hereby authorized and

                                      13
<PAGE>

     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
     Trustee 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. 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 Trustee may, in its sole discretion, withhold such amounts in
     accordance with this paragraph (c). In the event that a Certificateholder
     wishes to apply for a refund of any such withholding tax, the Trustee
     shall reasonably cooperate with such Certificateholder in making such
     claim so long as such Certificateholder agrees to reimburse the Trustee
     for any out-of-pocket expenses incurred.

     SECTION 5.3. Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Payment 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 Holder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Payment Date
and such Holder's Trust Certificates aggregate not less than $1,000,000, or,
if not, by check mailed to such Certificateholder at the address of such
Holder appearing in the Certificate Register.

     SECTION 5.4. No Segregation of Moneys; No Interest. Subject to Sections
5.1 and 5.2, moneys received by the Trustee hereunder need not be segregated
in any manner except to the extent required by law or the Sale and Servicing
Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Trustee shall not be liable for any interest
thereon.

     SECTION 5.5. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Depositor or,
if any Certificates are held by any Person other than the Depositor, the
Trustee, shall: (a) maintain (or cause to be maintained) the books of the
Trust on a calendar year basis on the accrual method of accounting, (b)
deliver to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its
Federal, State and local income tax returns, (c) file such tax returns

                                      14
<PAGE>

relating to the Trust (including a partnership information return on Internal
Revenue Service Form 1065 or its successor), and make such elections as may
from time to time be required or appropriate under any applicable State or
Federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a partnership for Federal income tax purposes, (d) cause
such tax returns to be signed 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 5.2(c) with respect to income or distributions to
Certificateholders. The Trustee shall elect under Section 1278 of the Code to
include in income currently any market discount that accrues with respect to
the Receivables and shall elect under Section 171 of the Code to amortize any
bond premium with respect to the Receivables. The Trustee shall not make the
election provided under Section 754 of the Code.

     SECTION 5.6. Signature on Returns; Tax Matters Partner.

          (a) The Depositor, or if any Certificates are held by any Person
     other than the Depositor, the Trustee shall sign on behalf of the Trust
     the tax returns of the Trust, unless applicable law requires a
     Certificateholder to sign such documents, in which case such documents
     shall be signed by the Depositor.

          (b) The Depositor shall be designated the "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 Trustee


     SECTION 6.1. General Authority. The 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 in such form as the Depositor shall approve as evidenced
conclusively by the Trustee's execution thereof, and, on behalf of the Trust,
to direct the Indenture Trustee to authenticate and deliver the Notes in the
aggregate principal amount specified in a letter of instruction from the
Depositor to the Trustee. In addition to the foregoing, the Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust pursuant to the Basic Documents. The Trustee is further authorized from

                                      15
<PAGE>

time to time to take such action as the Administrator recommends with respect
to the Basic Documents.

     SECTION 6.2. General Duties. It shall be the duty of the Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
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 this Agreement. Notwithstanding the
foregoing, the 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 Trustee hereunder or under any Basic Document,
and the Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement.

     SECTION 6.3. Action upon Instruction. (a) Subject to Article IV and in
accordance with the Basic Documents, the Certificateholders may by written
instruction direct the 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 Trustee shall not be required to take any action hereunder
     or under any Basic Document if the 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 Trustee or is contrary
     to the terms hereof or of any Basic Document or is otherwise contrary to
     law.

          (c) Whenever the Trustee is unable to decide between alternative
     courses of action permitted or required by this Agreement or any Basic
     Document, the Trustee shall promptly give notice (in such form as shall
     be appropriate under the circumstances) to the Certificateholders
     requesting instruction as to the course of action to be adopted, and to
     the extent the Trustee acts in good faith in accordance with any written
     instruction of the Certificateholders received, the Trustee shall not be
     liable on account of such action to any Person. If the 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.

                                      16
<PAGE>

          (d) In the event that the 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 Trustee or is silent or is
     incomplete as to the course of action that the Trustee is required to
     take with respect to a particular set of facts, the Trustee may give
     notice (in such form as shall be appropriate under the circumstances) to
     the Certificateholders requesting instruction and, to the extent that the
     Trustee acts or refrains from acting in good faith in accordance with any
     such instruction received, the Trustee shall not be liable, on account of
     such action or inaction, to any Person. If the 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.

          SECTION 6.4. No Duties Except as Specified in this Agreement or in
     Instructions. The 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 Trustee is a party, except as expressly
     provided by this Agreement or in any document or written instruction
     received by the Trustee pursuant to Section 6.3; and no implied duties or
     obligations shall be read into this Agreement or any Basic Document
     against the Trustee. The 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 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 the negligence or willful misconduct of the Trustee.

     SECTION 6.5. No Action Except Under Specified Documents or Instructions.
The 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 Trustee pursuant to this

                                      17
<PAGE>

Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance
with any document or instruction delivered to the Trustee pursuant to Section
6.3.

     SECTION 6.6. Restrictions. The Trustee shall not take any action: (a)
that is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Trustee, would result in the
Trust's becoming taxable as a corporation for Federal income tax purposes. The
Certificateholders shall not direct the Trustee to take action that would
violate this Section.

                                 ARTICLE VII
                            Concerning the Trustee


     SECTION 7.1. Acceptance of Trusts and Duties. The 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 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
Trustee shall not be answerable or accountable hereunder or under any Basic
Document under any circumstances, except: (i) for its own willful misconduct
or negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.3 expressly made by the Trustee. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

          (a) the Trustee shall not be liable for any error of judgment made
     in good faith by a responsible officer of the Trustee unless it is proved
     that the Trustee was negligent in ascertaining the pertinent facts;

          (b) the 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, the Servicer or any Certificateholder;

          (c) no provision of this Agreement or any Basic Document shall
     require the 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 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;

                                      18
<PAGE>


          (d) under no circumstances shall the 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 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 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 and in the Basic Documents;

          (f) the Trustee shall not be liable for the default or misconduct of
     the Administrator, the Depositor, the Indenture Trustee or the Servicer
     under any of the Basic Documents or otherwise and the 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 Servicer under the Sale and Servicing
     Agreement; and

          (g) the 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 Trustee security or indemnity satisfactory to it
     against the costs, expenses and liabilities that may be incurred by the
     Trustee therein or thereby. The right of the Trustee to perform any
     discretionary act enumerated in this Agreement or in any Basic Document
     shall not be construed as a duty, and the Trustee shall not be answerable
     for other than its negligence or willful misconduct in the performance of
     any such act.

     SECTION 7.2. Furnishing of Documents. The Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor, and at
the expense of the Certificateholders, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Trustee under the Basic Documents.

                                      19
<PAGE>


     SECTION 7.3. Representations and Warranties. The 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 New York, with the
          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) the execution and delivery of this Agreement, 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 by-laws of the Trustee, or to the
          best of its knowledge without independent investigation any
          indenture, agreement or other instrument to which the Trustee is a
          party or by which it is bound; or violate any Federal or state law
          governing the banking or trust powers of the Trustee; or, to the
          best of the Trustee's knowledge, violate any order, rule or
          regulation applicable to the Trustee of any court or of any Federal
          or state regulatory body, administrative agency or other
          governmental instrumentality having jurisdiction over the Trustee or
          its properties, and

               (d) this Agreement, assuming due authorization, execution and
          delivery by the Depositor, constitutes a valid, legal and binding
          obligation of the Trustee, enforceable against it in accordance with
          the terms hereof subject to applicable bankruptcy, insolvency,
          reorganization, moratorium and other laws affecting the enforcement
          of creditors' rights generally and to general principles of equity,
          regardless of whether such enforcement is considered in a proceeding
          in equity or at law.

     SECTION 7.4. Reliance; Advice of Counsel. (a) Except to the extent
otherwise provided in Section 7.1, the 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
(whether in its original or facsimile form believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Trustee may

                                      20
<PAGE>

accept a certified copy of a resolution of the board of directors or other
governing body of any 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 the determination of which is not
specifically prescribed herein, the Trustee may for all purposes hereof rely
on a certificate, signed by the president, any vice president, 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 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 Trustee: (i) may act directly or through its agents
     or attorneys pursuant to agreements entered into with any of them, and
     the 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 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 Trustee shall not be liable for anything done,
     suffered or omitted in good faith by it in accordance with the written
     opinion or advice of any such counsel, accountants or other such Persons
     and which opinion or advice states that such action is not contrary to
     this Agreement or any Basic Document.

     SECTION 7.5. Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created The Bank of New York
acts solely as Trustee hereunder and not in its individual capacity and all
Persons having any claim against the 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 7.6. Trustee Not Liable for Trust Certificates or Receivables.
The recitals contained herein and in the Certificates (other than the
signature and counter-signature of the Trustee on the Trust Certificates)
shall be taken as the statements of the Depositor, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document, of the Trust Certificates (other than the signature and
countersignature, if any, of the Trustee on the Trust Certificates) or of the
Notes, or of any Receivable or related documents. The 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

                                      21
<PAGE>

of any security interest created by any Receivable in any of the Financed
Equipment 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: (a) the existence, condition
and ownership of any Financed Equipment, (b) the existence and enforceability
of any insurance thereon, (c) the existence and contents of any Receivable on
any computer or other record thereof, (d) the validity of the assignment of
any Receivable to the Trust or of any intervening assignment, (e) the
completeness of any Receivable, (f) the performance or enforcement of any
Receivable, and (g) 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 Trustee.

     SECTION 7.7. Trustee May Not Own Notes. The Trustee shall not, in its
individual capacity, but may in a fiduciary capacity, become the owner or
pledgee of Notes or otherwise extend credit to the Issuer. The Trustee may
otherwise deal with the Depositor, the Administrator, the Indenture Trustee
and the Servicer with the same rights as it would have if it were not the
Trustee.

                                 ARTICLE VIII
                            Compensation of Trustee


     SECTION 8.1. Trustee's Fees and Expenses. The Trustee shall receive as
compensation for its services hereunder such fees as have been separately
agreed upon before the date hereof between the Depositor and the Trustee, and
the Trustee shall be entitled to be reimbursed by the Depositor for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder.

     SECTION 8.2. Indemnification. The Depositor shall be liable as primary
obligor for, and shall indemnify the 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 Trustee or any other 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

                                      22
<PAGE>

inaction of the Trustee hereunder, except only that the Depositor shall not be
liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from: (a) such Indemnified Party's willful
misconduct or negligence or (b) with respect to the Trustee, the inaccuracy of
any representation or warranty contained in Section 7.3 expressly made by the
Trustee. The indemnities contained in this Section shall survive the
resignation or termination of the 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 Trustee's choice of legal counsel
shall be subject to the approval of the Depositor, which approval shall not be
unreasonably withheld.

     SECTION 8.3. Payments to the Trustee. Any amounts paid to the Trustee
pursuant to this Article VIII shall be deemed not to be a part of the Trust
Estate immediately after such payment. The Trustee shall also be entitled to
interest on all advances at a rate equal to: (a) the rate publicly announced
by The Bank of New York, as its prime rate from time to time plus (b) 3.5%.

                                  ARTICLE IX
                        Termination of Trust Agreement

     SECTION 9.1. Termination of Trust Agreement. (a) The Trust shall dissolve
upon the final distribution by the Trustee of all moneys or other property or
proceeds of the Trust Estate in accordance with the Indenture, the Sale and
Servicing Agreement and Article V. The bankruptcy, liquidation, dissolution,
death or incapacity of any Certificateholder shall not: (x) operate to
dissolve or terminate this Agreement or the Trust, (y) 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 (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.

          (b) Except as provided in Section 9.1(a), neither the Depositor nor
     any Certificateholder shall be entitled to dissolve, revoke or terminate
     the Trust.

          (c) Notice of any dissolution of the Trust, specifying the Payment
     Date upon which the Certificateholders shall surrender their Trust
     Certificates to the Paying Agent for payment of the final distribution
     and cancellation, shall be given promptly by the Trustee by letter to
     Certificateholders mailed within five Business Days of receipt of notice
     of such dissolution from the Servicer given pursuant to Section 9.1(c) of

                                      23
<PAGE>

     the Sale and Servicing Agreement stating: (i) the Payment Date upon 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 Payment 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 Trustee shall give such notice to the Certificate
     Registrar (if other than the 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 Payment
     Date pursuant to Section 5.2.

     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 Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Trust
Certificates for cancellation and to 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 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 Trustee to
the Depositor.

          (d) Upon the dissolution of the Trust and the payment of all
     liabilities of the Trust in accordance with applicable law, the Trustee
     shall cause the Certificate of Trust to be canceled by filing a
     certificate of cancellation with the Secretary of State in accordance
     with the provisions of Section 3810 (or successor section) of the Trust
     Statute, at which time the Trust and this Agreement (other than Article
     VIII) shall terminate.

                                  ARTICLE X
                  Successor Trustees and Additional Trustees


     SECTION 10.1. Eligibility Requirements for Trustee. The Trustee shall at
all times: (a) be a corporation satisfying the provisions of Section 26(a)(1)

                                      24
<PAGE>

of the Investment Company Act of 1940, as amended, (b) be authorized to
exercise corporate trust powers, (c) have a combined capital and surplus of at
least $50,000,000 and be subject to supervision or examination by Federal or
State authorities, and (d) have (or have a parent that has) a rating of at
least "Baa3" by Moody's. If such corporation shall publish reports of
condition at least annually, pursuant to law or 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. At all times, at least one Trustee of the Trust
shall satisfy the requirements of Section 3807(a) of the Trust Statute. In
case at any time the Trustee shall cease to be eligible in accordance with
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 10.2.

     SECTION 10.2. Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Administrator. Upon receiving such notice of
resignation, the Administrator shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition at the expense of the Administrator any court
of competent jurisdiction for the appointment of a successor Trustee.

     If at any time the Trustee shall cease to be eligible in accordance with
Section 10.1 and shall fail to resign after written request therefor by the
Administrator, or if at any time the Trustee shall be legally unable to act,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Administrator may remove
the Trustee. If the Administrator shall remove the Trustee under the authority
of the preceding sentence, the Administrator shall promptly appoint a
successor Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Trustee so removed and one copy
to the successor Trustee, and pay all fees owed to the outgoing Trustee.

     Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to this Section shall not become effective until acceptance
of appointment by the successor Trustee pursuant to Section 10.3 and payment
of all fees and expenses owed to the outgoing Trustee. The Administrator shall

                                      25
<PAGE>

provide notice of such resignation or removal of the Trustee to each of the
Rating Agencies.

     SECTION 10.3. Successor Trustee. Any successor Trustee appointed pursuant
to Section 10.2 shall execute, acknowledge and deliver to the Administrator
and to its predecessor Trustee an instrument accepting such appointment under
this Agreement, and thereupon the resignation or removal of the predecessor
Trustee shall become effective and such successor 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 the Trustee. The predecessor Trustee
shall upon payment of its fees and expenses deliver to the successor Trustee
all documents and statements and monies held by it under this Agreement; and
the Administrator and the predecessor 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 Trustee all such rights,
powers, duties and obligations.

     No successor Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Trustee shall be eligible
pursuant to Section 10.1.

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

     SECTION 10.4. Merger or Consolidation of Trustee. Any corporation or
other entity into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided, such corporation shall be eligible pursuant to Section 10.1, 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;
and provided further, that the Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

     SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the

                                      26
<PAGE>

purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust or any Financed Equipment may at the time be located, the
Administrator and the Trustee acting jointly shall have the power and may
execute and deliver all instruments to appoint one or more Person(s) approved
by the Trustee to act as co-trustee(s), jointly with the Trustee, or separate
trustee(s), of all or any part of the Trust Estate, and to vest in such
Person(s), in such capacity and for the benefit of the Certificateholders,
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 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 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 trustee pursuant to Section 10.1 and no notice of
the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 10.3.

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

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed upon and exercised or
     performed by the 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 Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act(s) are to be performed, the Trustee shall be incompetent
     or unqualified to perform such act(s), 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 Trustee;

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

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

     Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as

                                      27
<PAGE>

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
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 Trustee. Each such instrument shall be filed with the
Trustee and a copy thereof given to the Administrator.

     Any separate trustee or co-trustee may at any time appoint the 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
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     The Trustee shall have no obligation to determine whether a co-trustee or
separate trustee is legally required in any jurisdiction in which any part of
the Trust Estate may be located.


                                  ARTICLE XI
                                 Miscellaneous


     SECTION 11.1. Supplements and Amendments. This Agreement may be amended
from time to time by a written amendment duly executed and delivered by the
Depositor and the Trustee, with prior written notice to the Rating Agencies,
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 an Opinion of Counsel,
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 Trustee, with prior written notice to the Rating Agencies, with the
written consent of (x) Noteholders holding Notes evidencing not less than a
majority of the Note Balance and (y) the Holders of Certificates evidencing

                                      28
<PAGE>

not less than a majority of the Certificate Percentage Interest, 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 and the Certificate Balance required to consent to
any such amendment, without the consent of the holders of all the outstanding
Notes and Certificates.

     Promptly after the execution of any such amendment or consent (or, in the
case of the Rating Agencies, 10 days prior thereto), the Trustee shall furnish
written notification of the substance of such amendment or consent to each
Certificateholder, the Indenture Trustee and each of the Rating Agencies.

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

     Promptly after the execution of any amendment to the Certificate of
Trust, the 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 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 to
the execution and delivery of such amendment have been satisfied. The Trustee
may, but shall not be obligated to, enter into any such amendment that affects
the Trustee's own rights, duties or immunities under this Agreement or
otherwise.

     SECTION 11.2. No Legal Title to Trust Estate in Certificateholders. The
Certificateholders shall not 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 in, to and under their ownership

                                      29
<PAGE>

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 11.3. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the 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 11.4. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing, personally
delivered or mailed by certified mail, postage prepaid and return receipt
requested, and shall be deemed to have been duly given upon receipt: (i) if to
the Trustee or the Paying Agent, addressed to the Corporate Trust Office, and
(ii) if to the Depositor, addressed to CNH Capital Receivables Inc., 100 South
Saunders Road, Lake Forest, Illinois 60045, Attention: Corporate Secretary;
or, as to each party, at such other address as shall be designated by such
party in a written notice to the other party.

          (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 Holder 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 the
     Certificateholder receives such notice.

     SECTION 11.5. 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 11.6. 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.

                                      30
<PAGE>

     SECTION 11.7. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor and its successors, the 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 an Certificateholder shall bind the successors and assigns of
such Certificateholder.

     SECTION 11.8. Covenants of the Depositor. If: (a) the Certificate Balance
shall be reduced by Realized Losses and (b) any litigation with claims in
excess of $1,000,000 to which the Depositor is a party that shall be
reasonably likely to result in a material judgment against the Depositor that
the Depositor will not be able to satisfy shall be commenced by a
Certificateholder during the period beginning nine months following the
commencement of such litigation and continuing until such litigation is
dismissed or otherwise terminated (and, if such litigation has resulted in a
final judgment against the Depositor, such judgment has been satisfied), the
Depositor shall not pay any dividend to Credit, or make any distribution on or
in respect of its capital stock to Credit, or repay the principal amount of
any indebtedness of the Depositor held by Credit, unless: (i) after giving
effect to such payment, distribution or repayment, the Depositor's liquid
assets shall not be less than the amount of actual damages claimed in such
litigation or (ii) the Rating Agency Condition shall have been satisfied with
respect to any such payment, distribution or repayment. 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, the Trust
Agreement or any of the Basic Documents.

     SECTION 11.9. No Petition. The Trustee on behalf of the Trust, 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,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any 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 Certificateholder's Trust Certificates
represent beneficial interests in the Trust only and do not represent
interests in or obligations of the Depositor, the Servicer, the Administrator,
the Trustee, the Indenture Trustee or any Affiliate thereof and no recourse

                                      31
<PAGE>

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.

     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. Administrator. The Administrator is authorized to execute
on behalf of the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Trust to prepare,
file or deliver pursuant to this Agreement and the Basic Documents. Upon
written request, the Trustee shall execute and deliver to the Administrator a
power of attorney appointing the Administrator its agent and attorney-in-fact
to execute all such documents, reports, filings, instruments, certificates and
opinions.



                                      32
<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.

                            THE BANK OF NEW YORK,
                                  as Trustee




                            By:    /s/ Erwin Soriano
                                   -----------------------------------------
                            Name:  Erwin Soriano
                            Title: Assistant Treasurer

                            CNH CAPITAL RECEIVABLES INC.,
                                 as Depositor




                            By:    /s/ Alberto Fornaro
                                   ------------------------------------------
                            Name:   Alberto Fornaro
                            Title:  Vice President and Treasurer














                             S-1

<PAGE>




                                                                    EXHIBIT A
                                                           to Trust Agreement

                          FORM OF TRUST CERTIFICATES
                          --------------------------


REGISTERED                                           PERCENTAGE INTEREST 100%
NUMBER R-___


     THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT
PLAN (AS DEFINED BELOW).

                          CNH EQUIPMENT TRUST 2002-A
                           ASSET BACKED CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of retail installment sale contracts secured
by new and used agricultural and construction equipment and sold to the Trust
by CNH Capital Receivables Inc.

(This Trust Certificate does not represent an interest in or obligation of CNH
Capital Receivables Inc., Case Credit Corporation, New Holland Credit Company,
LLC, CNH Global N.V. or Case Corporation, or any of their respective
affiliates, except to the extent described below.)

THIS CERTIFIES THAT CNH CAPITAL RECEIVABLES INC. is the registered owner of a
ONE HUNDRED PERCENT nonassessable, fully-paid, undivided interest in the CNH
Equipment Trust 2002-A (the "Trust") formed by CNH Capital Receivables Inc., a
Delaware corporation (the "Depositor").

     The Trust was created pursuant to a Trust Agreement dated as of March 1,
2002 (the "Trust Agreement") between the Depositor and The Bank of New York,
as trustee (the "Trustee"). 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 (the "Sale and Servicing
Agreement") dated as of March 1, 2002 among the Trust, the Depositor and Case
Credit Corporation, as servicer (the "Servicer"), as applicable. This Trust
Certificate is one of the duly authorized Certificates designated as "Asset
Backed Certificates" (herein called the "Trust Certificates") issued under and
subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the holder of this Trust Certificate by virtue of the
acceptance hereof assents and by which holder is bound.




                                     A-1


<PAGE>


     Issued under the Indenture dated as of March 1, 2002 between the Trust
and Bank One, National Association, as Indenture Trustee, are notes designated
as " % Class A-1 Asset Backed Notes," " % Class A-2 Asset Backed Notes,"
"Floating Rate Class A-3 Asset Backed Notes," "Floating Rate Class A-4 Asset
Backed Notes," "Floating Rate Class B Asset Backed Notes" and "Floating Rate
Class C Asset Backed Notes". Each Holder of this Trust Certificate
acknowledges and agrees that its rights to receive distributions in respect of
this Trust Certificate are subordinated to the rights of the Noteholders as
described in the Sale and Servicing Agreement and the Indenture.

     It is the intent of the Depositor, Servicer and the Certificateholders
that, for purposes of Federal income, State and local income and franchise and
any other income taxes measured in whole or in part by income, until the Trust
Certificates are held by other than the Depositor, the Trust be disregarded as
an entity separate from its owner. At such time that the Trust Certificates
are held by more than one person, it is the intent of the Depositor, Servicer
and the Certificateholders that, for purposes of Federal income, State and
local income and franchise and any other income taxes measured in whole or in
part by income, the Trust be treated as a partnership, the assets of which are
the assets held by the Trust, and the Certificateholders (including the
Depositor (and its transferees and assigns) in its capacity as recipient of
distributions from the Spread Account) will be treated as partners in that
partnership. The Depositor and the other Certificateholders, by acceptance of
a Trust Certificate, agree to treat, and to take no action inconsistent with
the treatment of, the Trust Certificates as such for tax purposes.

     Each 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.

     The Trust Certificates do not represent an obligation of, or an interest
in, the Depositor, the Servicer, Case Credit Corporation, New Holland Credit
Company, LLC, Case Corporation, CNH Global N.V., the Trustee or any affiliates
of any of them and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated herein or in the
Trust Agreement or the Basic Documents.

     The 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 1 of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity (a "Benefit Plan"). By accepting and holding this
Certificate, each of the Holder shall be deemed to have represented and
warranted that it is not a Benefit Plan.

     Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the 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-2


<PAGE>


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

                                CNH Equipment Trust 2002-A

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




                                By: _____________________________________
                                Name:____________________________________
                                Title:___________________________________















                                     A-3
<PAGE>


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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




THE BANK OF NEW YORK,
as Trustee


By: _________________________________________________
                      Authorized Officer




Date:  March ____ , 2002











                                     A-5

<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, hereby irrevocably
constituting and appointing

-------------------------------------------------------------------------------
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 as it
appears upon the face of the within Trust Certificate in every particular,
without alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial
bank or trust company.










                                     A-6

<PAGE>




                                                                     EXHIBIT B
                                                            to Trust Agreement

                             CERTIFICATE OF TRUST
                                      OF
                          CNH EQUIPMENT TRUST 2002-A

     THIS CERTIFICATE OF TRUST of CNH EQUIPMENT TRUST 2002-A (the
"Trust"), is being duly executed and filed by The Bank of New York, a New York
banking corporation, and The Bank of New York (Delaware), a Delaware banking
corporation, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. ss.3801, et seq.).

     (i) Name. The name of the business trust being formed hereby is CNH
EQUIPMENT TRUST 2002-A.


     (ii) Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are The Bank of New York (Delaware), White
Clay Center, Route 273, Newark, Delaware 19711.

     (iii) Effective Date. This Certificate of Trust shall be effective as of
its filing.








                                     B-1


<PAGE>


     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust in accordance with Section
3811(a)(1) of the Act.

                               THE BANK OF NEW YORK
                               not in its individual capacity, but solely
                               as trustee under a Trust
                               Agreement dated as of March 1, 2002




                               By:____________________________________________
                                 Name:________________________________________
                                 Title:_______________________________________





                               THE BANK OF NEW YORK (DELAWARE),
                               not in its individual capacity, but solely as
                               co-trustee under a Co-Trustee Agreement
                               dated as of March 1, 2002




                                By:___________________________________________
                                 Name:________________________________________
                                 Title:_______________________________________







                                     B-2