Exhibit 4.1





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                             AMENDED AND RESTATED

                                TRUST AGREEMENT


                                     among


                        CHRYSLER FINANCIAL CORPORATION,
                                 as Depositor,


                          PREMIER RECEIVABLES L.L.C.

                                      and

                        CHASE MANHATTAN BANK DELAWARE,
                               as Owner Trustee



                          Dated as of August 1, 1996







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                               TABLE OF CONTENTS
                                                                         Page
                                                                         ----

                                   ARTICLE I

                                  Definitions

      SECTION  1.01.    Capitalized Terms.................................   1
      SECTION  1.02.    Other Definitional Provisions.....................   4

                                  ARTICLE II

                                 Organization

      SECTION  2.01.    Name..............................................   5
      SECTION  2.02.    Office............................................   5
      SECTION  2.03.    Purposes and Powers...............................   5
      SECTION  2.04.    Appointment of Owner Trustee......................   6
      SECTION  2.05.    Initial Capital Contribution of Owner Trust Estate   6
      SECTION  2.06.    Declaration of Trust..............................   6
      SECTION  2.07.    Liability of Owners...............................   6
      SECTION  2.08.    Title to Trust Property...........................   7
      SECTION  2.09.    Situs of Trust....................................   7
      SECTION  2.10.    Representations and Warranties of Depositor and
                        Company...........................................   7
      SECTION  2.11.    Maintenance of the Demand Note....................   9
      SECTION  2.12.    Federal Income Tax Allocations....................   9

                                  ARTICLE III

                 Trust Certificates and Transfer of Interests

      SECTION  3.01.    Initial Ownership.................................. 10
      SECTION  3.02.    The Trust Certificates............................. 10
      SECTION  3.03.    Authentication of Trust Certificates............... 11
      SECTION  3.04.    Registration of Transfer and Exchange of Trust
                        Certificates....................................... 11
      SECTION  3.05.    Mutilated, Destroyed, Lost or Stolen Trust
                        Certificates....................................... 12
      SECTION  3.06.    Persons Deemed Owners.............................. 12
      SECTION  3.07.    Access to List of Certificateholders' Names and
                        Addresses.......................................... 12
      SECTION  3.08.    Maintenance of Office or Agency.................... 12
      SECTION  3.09.    Appointment of Paying Agent........................ 13
      SECTION  3.10.    Ownership by Company of Trust Certificates......... 13
      SECTION  3.11.    Fixed Value Securities............................. 14
      SECTION  3.12.    Book-Entry Trust Certificates...................... 15
      SECTION  3.13.    Notices to Clearing Agency......................... 15
      SECTION  3.14.    Definitive Trust Certificates...................... 16

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                                  ARTICLE IV

                           Actions by Owner Trustee

      SECTION  4.01.    Prior Notice to Owners with Respect to Certain 
                        Matters............................................ 16
      SECTION  4.02.    Action by Owners with Respect to Certain Matters... 17
      SECTION  4.03.    Action by Owners with Respect to Bankruptcy........ 17
      SECTION  4.04.    Restrictions on Owners' Power...................... 17
      SECTION  4.05.    Majority Control................................... 17

                                   ARTICLE V

                  Application of Trust Funds; Certain Duties

      SECTION  5.01.    Establishment of Trust Account..................... 18
      SECTION  5.02.    Application of Trust Funds......................... 18
      SECTION  5.03.    Method of Payment.................................. 18
      SECTION  5.04.    No Segregation of Moneys; No Interest.............. 19
      SECTION  5.05.    Accounting and Reports to the Noteholders, Owners,
                        the Internal Revenue Service and Others............ 19
      SECTION  5.06.    Signature on Returns; Tax Matters Partner.......... 19

                                  ARTICLE VI

                     Authority and Duties of Owner Trustee

      SECTION  6.01.    General Authority.................................. 19
      SECTION  6.02.    General Duties..................................... 20
      SECTION  6.03.    Action upon Instruction............................ 20
      SECTION  6.04.    No Duties Except as Specified in this Agreement 
                        or in Instructions................................. 21
      SECTION  6.05.    No Action Except Under Specified Documents or
                        Instructions....................................... 21
      SECTION  6.06.    Restrictions....................................... 21

                                  ARTICLE VII

                           Concerning Owner Trustee

      SECTION  7.01.    Acceptance of Trusts and Duties.................... 21
      SECTION  7.02.    Furnishing of Documents............................ 23
      SECTION  7.03.    Representations and Warranties..................... 23
      SECTION  7.04.    Reliance; Advice of Counsel........................ 23
      SECTION  7.05.    Not Acting in Individual Capacity.................. 24
      SECTION  7.06.    Owner Trustee Not Liable for Trust Certificates
                        or Receivables or Eligible Investment Receivables...24
      SECTION  7.07.    Owner Trustee May Own Trust Certificates and Notes. 24
      SECTION  7.08.    Pennsylvania Motor Vehicle Sales Finance
                        Act Licenses .......................................24

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                                 ARTICLE VIII

                         Compensation of Owner Trustee

      SECTION  8.01.    Owner Trustee's Fees and Expenses.................. 25
      SECTION  8.02.    Indemnification.................................... 25
      SECTION  8.03.    Payments to Owner Trustee.......................... 25

                                  ARTICLE IX

                        Termination of Trust Agreement

      SECTION  9.01.    Termination of Trust Agreement..................... 25
      SECTION  9.02.    Dissolution upon Bankruptcy of Company............. 26

                                   ARTICLE X

            Successor Owner Trustees and Additional Owner Trustees

      SECTION  10.01.   Eligibility Requirements for Owner Trustee......... 27
      SECTION  10.02.   Resignation or Removal of Owner Trustee............ 27
      SECTION  10.03.   Successor Owner Trustee............................ 28
      SECTION  10.04.   Merger or Consolidation of Owner Trustee........... 28
      SECTION  10.05.   Appointment of Co-Trustee or Separate Trustee...... 29

                                  ARTICLE XI

                                 Miscellaneous

      SECTION  11.01.   Supplements and Amendments......................... 30
      SECTION  11.02.   No Legal Title to Owner Trust Estate in Owners..... 31
      SECTION  11.03.   Limitations on Rights of Others.................... 31
      SECTION  11.04.   Notices............................................ 31
      SECTION  11.05.   Severability....................................... 32
      SECTION  11.06.   Separate Counterparts.............................. 32
      SECTION  11.07.   Successors and Assigns............................. 32
      SECTION  11.08.   Covenants of Company............................... 32
      SECTION  11.09.   No Petition........................................ 32
      SECTION  11.10.   No Recourse........................................ 33
      SECTION  11.11.   Headings........................................... 33
      SECTION  11.12.   GOVERNING LAW...................................... 33
      SECTION  11.13.   Trust Certificate Transfer Restrictions............ 33
      SECTION  11.14.   Depositor Payment Obligation....................... 33

      EXHIBIT A   Form of Trust Certificate................................A-1
      EXHIBIT B   Form of Certificate of Trust of Premier 
                  Auto Trust 1996-4........................................B-1
      EXHIBIT C   Form of Certificate Depository Agreement.................C-1




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      AMENDED AND RESTATED TRUST AGREEMENT dated as of August 1, 1996, among
      CHRYSLER FINANCIAL CORPORATION, a Michigan corporation, as depositor
      (the "Depositor"), PREMIER RECEIVABLES L.L.C. (the "Company"), a
      Michigan limited liability company, and CHASE MANHATTAN BANK DELAWARE, a
      Delaware banking corporation, as owner trustee (the "Owner Trustee").

      WHEREAS, the Depositor, the Owner Trustee and the Company entered into a
Trust Agreement dated as of August 16, 1996 (the "Trust Agreement");

      WHEREAS, the Trust Agreement is being amended and restated as of
August 1, 1996;

      WHEREAS, the Depositor and the Company have entered into a Purchase
Agreement dated as of August 1, 1996 (the "Purchase Agreement"), pursuant to
which the Depositor will assign to the Company any and all of the Depositor's
rights and interests with respect to the receipt of amounts from the Reserve
Account and with respect to any Fixed Value Payments and Eligible Investment
Fixed Value Payments; and

      WHEREAS, in connection therewith, the Company is willing to assume
certain obligations pursuant hereto;

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


                                   ARTICLE I

                                  Definitions

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

      "Administration Agreement" shall mean the Administration Agreement dated
as of August 1, 1996, among the Trust, the Indenture Trustee and CFC, as
Administrator.

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

      "Assignee Company" shall mean a Person that becomes the transferee of
the Rights (as defined in the Purchase Agreement) pursuant to Section 5.06 of
the Purchase Agreement.

      "Basic Documents" shall mean the Purchase Agreement, the Sale and
Servicing Agreement, the Indenture, the Administration Agreement, the Note
Depository Agreement, the Certificate Depository Agreement and the other
documents and certificates delivered in connection therewith.

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

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      "Book-Entry Trust Certificate" shall mean a beneficial interest in the
Trust Certificates, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 3.12.

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

      "Certificate Depository Agreement" shall mean the agreement dated August
28, 1996, among the Trust, the Owner Trustee, the Administrator and The
Depository Trust Company, as the initial Clearing Agency, substantially in the
form attached hereto as Exhibit C, relating to the Trust Certificates, as the
same may be amended and supplemented from time to time.

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

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

      "Certificate Owner" shall mean, with respect to a Book-Entry Trust
Certificate, a Person who is the beneficial owner of such Book-Entry Trust
Certificate, as reflected on the books of the Clearing Agency or on the books
of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

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

      "Certificateholder" or "Holder" shall mean a Person in whose name a
Trust Certificate is registered.

      "CFC" shall mean Chrysler Financial Corporation, a Michigan corporation,
and any successor in interest.

      "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

      "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

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

      "Company" shall mean Premier Receivables L.L.C., a Michigan limited
liability company, and any successor in interest or, if the Rights (as defined
in the Purchase Agreement) are assigned to an Assignee Company in accordance
with Section 5.06 of the Purchase Agreement, such Assignee Company and any
successor in interest.

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      "Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at 1201
Market Street, Wilmington, Delaware 19801, or at such other address as the
Owner Trustee may designate by notice to the Owners, the Depositor and the
Company, or the principal corporate trust office of any successor Owner
Trustee at the address designated by such successor Owner Trustee by notice to
the Owners, the Depositor and the Company.

      "Definitive Trust Certificates" shall have the meaning set forth in
Section 3.12.

      "Demand Note" shall mean, in the case of the Company, the Demand Note
dated June 30, 1996, from CFC to Premier Receivables L.L.C. and, in the case
of any Assignee Company, the demand note, if any, referred to in the
assumption agreement in respect of such Company referred to in Section 3.10.

      "Depositor" shall mean CFC in its capacity as depositor hereunder.

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

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

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

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

      "Indenture" shall mean the Indenture dated as of August 1, 1996 between
the Trust and The Bank of New York, as Indenture Trustee.

      "Initial Certificate Balance" shall mean $56,249,236.33.

      "Note Depository Agreement" shall mean the agreement dated August 28,
1996 among the Trust, the Indenture Trustee, the Administrator and The
Depository Trust Company, as the initial Clearing Agency, relating to the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, as the same may
be amended and supplemented from time to time.

      "Owner" shall mean each Holder of a Trust Certificate.

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

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

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

      "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the day immediately preceding such Distribution Date or,
if Definitive Trust Certificates are issued pursuant to Section 3.14, the 15th
day of the month preceding such Distribution Date.

      "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of August 1, 1996, between the Trust, as issuer, and the
Depositor, as seller and servicer, as the same may be amended or supplemented
from time to time.

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

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

      "Trust" shall mean the trust established by this Agreement.

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

      "Underwriters" shall mean those underwriters named in and parties to the
Certificate Underwriting Agreement dated August 22, 1996, with the Depositor,
pursuant to which the Trust Certificates will be offered publicly.

      SECTION 1.02. Other Definitional Provisions. (a) Capitalized terms used
and not otherwise defined herein have the meanings assigned to them in the
Sale and Servicing Agreement or, if not defined therein, in the Indenture.

      (b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.

      (c) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate
or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Agreement or in any such certificate or other document shall control.

      (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are

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references to Sections and Exhibits in or to this Agreement unless otherwise
specified; and the term "including" shall mean "including without limitation".

      (e) 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.

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



                                  ARTICLE II

                                 Organization

      SECTION 2.01. Name. The Trust created hereby shall be known as "Premier
Auto Trust 1996-4," in which name the Owner Trustee may conduct the business
of the Trust, make and execute contracts and other instruments on behalf of
the Trust and sue and be sued.

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

      SECTION 2.03. Purposes and Powers. (a) The purpose of the Trust is to
engage in the following activities:

             (i) 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;

             (ii) with the proceeds of the sale of the Notes and the Trust
      Certificates, to purchase the Receivables, to fund the Reserve Account,
      to pay the organizational, start-up and transactional expenses of the
      Trust and to pay the balance to the Depositor pursuant to the Sale and
      Servicing Agreement;

             (iii) to assign, grant, transfer, pledge, mortgage and convey the
      Trust Estate pursuant to the Indenture and to hold, manage and
      distribute to the Owners pursuant to the terms of the Sale and Servicing
      Agreement any portion of the Trust Estate released from the Lien of, and
      remitted to the Trust pursuant to, the Indenture;

             (iv) to enter into and perform its obligations under the Basic
      Documents to which it is to be a party;

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             (v) to sell the Fixed Value Payments to the Depositor and, if
      requested by the Company (as assignee of the Depositor), subsequently to
      acquire the Fixed Value Payments and to issue and sell the Fixed Value
      Securities;

             (vi) 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

             (vii) subject to compliance with the Basic Documents, to engage
      in such other activities as may be required in connection with
      conservation of the Owner Trust Estate and the making of distributions
      to the Owners and the Noteholders and in respect of the Fixed Value
      Securities.

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

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

      SECTION 2.05. Initial Capital Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Owner Trust
Estate and shall be deposited in the Certificate Distribution Account. The
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

      SECTION 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Owners, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a business trust under the
Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, solely for income and franchise tax purposes, the Trust shall be treated
as a partnership, with the assets of the partnership being the Receivables,
the Eligible Investment Receivables and other assets held by the Trust, the
partners of the partnership being the Certificateholders (including the
Company, as assignee of the Depositor pursuant to the Purchase Agreement, in
its capacity as recipient of distributions from the Reserve Account), and the
Notes being debt of the partnership. The parties agree that, unless otherwise
required by appropriate tax authorities, the Trust will file or cause to be
filed annual or other necessary returns, reports and other forms consistent
with the characterization of the Trust as a partnership for such tax purposes.
Effective as of the date hereof, the Owner Trustee shall have all rights,
powers and duties set forth herein and in the Business Trust Statute with
respect to accomplishing the purposes of the Trust.

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      SECTION 2.07. Liability of Owners. (a) The Company shall be liable
directly to and will indemnify any injured party for all losses, claims,
damages, liabilities and expenses of the Trust (including Expenses, to the
extent not paid out of the Owner Trust Estate) to the extent that the Company
would be liable if the Trust were a partnership under the Delaware Revised
Uniform Limited Partnership Act in which the Company were a general partner;
provided, however, that the Company shall not be liable for any losses
incurred by a Certificateholder in the capacity of an investor in the Trust
Certificates, a Noteholder in the capacity of an investor in the Notes or the
holder of a Fixed Value Security in the capacity of an investor in the Fixed
Value Securities. In addition, any third party creditors of the Trust (other
than in connection with the obligations described in the preceding sentence
for which the Company shall not be liable) shall be deemed third party
beneficiaries of this paragraph and paragraph (c) below. The obligations of
the Company under this paragraph and paragraph (c) below shall be evidenced by
the Trust Certificates described in Section 3.10, which for purposes of the
Business Trust Statute shall be deemed to be a separate class of Trust
Certificates from all other Trust Certificates issued by the Trust; provided
that the rights and obligations evidenced by all Trust Certificates,
regardless of class, shall, except as provided in this Section, be identical.

      (b) No Owner, other than to the extent set forth in paragraphs (a) and
(c), shall have any personal liability for any liability or obligation of the
Trust.

      (c) The Company agrees to be liable directly to and will indemnify any
injured party for all losses, claims, damages, liabilities and expenses (other
than those incurred by a Certificateholder in the capacity of an investor in
the Trust Certificates, a Noteholder in the capacity of an investor in the
Notes or a holder of a Fixed Value Security in the capacity of an investor in
the Fixed Value Securities) arising out of or based on the arrangements
pursuant to which the Fixed Value Payments and the Amortizing Payments are
held by the Company and the Trust, respectively, as though such arrangements
were partnerships under the Delaware Revised Uniform Limited Partnership Act
in which the Company were a general partner.

      SECTION 2.08. Title to Trust Property. Legal title to all the Owner
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 Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

      SECTION 2.09. Situs of Trust. The Trust will be located and administered
in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
New York. The Trust shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the State of
Delaware. Payments will be received by the Trust only in Delaware or New York,
and payments will be made by the Trust only from Delaware or New York. The
only office of the Trust will be at the Corporate Trust Office in Delaware.

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      SECTION 2.10. Representations and Warranties of Depositor and Company.
(a) The Depositor hereby represents and warrants to the Owner Trustee that:

             (i) The Depositor is duly organized and validly existing as a
      corporation in good standing under the laws of the State of Michigan,
      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.

             (ii) The Depositor is duly qualified to do business as a foreign
      corporation in good standing and has obtained all necessary licenses and
      approvals in all jurisdictions in which the ownership or lease of its
      property or the conduct of its business shall require such
      qualifications.

             (iii) 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.

             (iv) 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 articles of incorporation or bylaws of the Depositor, or any
      indenture, agreement or other instrument to which the Depositor is a
      party or by which it is bound; nor result in the creation or imposition
      of any Lien upon any of its properties pursuant to the terms of any such
      indenture, agreement or other instrument (other than pursuant to the
      Basic Documents); nor violate any law or, to the best of the Depositor's
      knowledge, any order, rule or regulation applicable to the Depositor of
      any court or of any federal or state regulatory body, administrative
      agency or other governmental instrumentality having jurisdiction over
      the Depositor or its properties.

             (v) To the Depositor's best knowledge, there are no proceedings
      or investigations pending or threatened before any court, regulatory
      body, administrative agency or other governmental instrumentality having
      jurisdiction over the Depositor or its properties: (A) asserting the
      invalidity of this Agreement, (B) seeking to prevent the consummation of
      any of the transactions contemplated by this Agreement or (C) seeking
      any determination or ruling that might materially and adversely affect
      the performance by the Depositor of its obligations under, or the
      validity or enforceability of, this Agreement.

             (vi) The representations and warranties of the Company and the
      Depositor in Sections 3.01 and 3.02 of the Purchase Agreement are true
      and correct.

      (b) The Company hereby represents and warrants to the Owner Trustee
that:

             (i) The Company has been duly organized and is validly existing
      as a limited liability company (in the case of an Assignee Company, such
      legal entity as is 

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      applicable) in good standing under the laws of the jurisdiction of its
      organization, with the power and authority to own its properties and to
      conduct its business as such properties are currently owned and such
      business is presently conducted.

             (ii) The Company is duly qualified to do business as a foreign
      limited liability company (in the case of an Assignee Company, such
      legal entity as is applicable) in good standing and has obtained all
      necessary licenses and approvals in all jurisdictions in which the
      ownership or lease of its property or the conduct of its business shall
      require such qualifications.

             (iii) The Company has the power and authority to execute and
      deliver this Agreement and to carry out its terms; the Company has full
      power and authority to purchase the Trust Certificates that the Company
      has agreed to purchase pursuant to Section 3.10; and the execution,
      delivery and performance of this Agreement has been duly authorized by
      the Company by all necessary action.

             (iv) 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 articles of organization or operating agreement of the Company (in
      the case of an Assignee Company, its governing documents), or any
      indenture, agreement or other instrument to which the Company is a party
      or by which it is bound; nor result in the creation or imposition of any
      Lien upon any of its properties pursuant to the terms of any such
      indenture, agreement or other instrument (other than pursuant to the
      Basic Documents); nor violate any law or, to the best of the Company's
      knowledge, any order, rule or regulation applicable to the Company of
      any court or of any federal or state regulatory body, administrative
      agency or other governmental instrumentality having jurisdiction over
      the Company or its properties.

             (v) There are no proceedings or investigations pending or, to the
      Company's best knowledge, threatened before any court, regulatory body,
      administrative agency or other governmental instrumentality having
      jurisdiction over the Company or its properties: (A) asserting the
      invalidity of this Agreement, (B) seeking to prevent the consummation of
      any of the transactions contemplated by this Agreement or (C) seeking
      any determination or ruling that might materially and adversely affect
      the performance by the Company of its obligations under, or the validity
      or enforceability of, this Agreement.

      SECTION 2.11. Maintenance of the Demand Note. To the fullest extent
permitted by applicable law, the Company agrees that it shall not sell,
convey, pledge, transfer or otherwise dispose of the Demand Note.

      SECTION 2.12. Federal Income Tax Allocations. Net income of the Trust
for any month as determined for federal income tax purposes (and each item of
income, gain, loss and deduction entering into the computation thereof) shall
be allocated:

      (a) among the Certificate Owners as of the first day following the end
of such month, in proportion to their ownership of principal amount of Trust
Certificates on such date, net income in an amount up to the sum of (i) the 
Certificateholders' Monthly Interest

                                      9

<PAGE>

Distributable Amount for such month, (ii) interest on the excess, if any, of
the Certificateholders' Interest Distributable Amount for the preceding
Distribution Date over the amount in respect of interest that is actually
deposited in the Certificate Distribution Account on such preceding
Distribution Date, to the extent permitted by law, at the Pass-Through Rate
from such preceding Distribution Date through the current Distribution Date,
(iii) the portion of the market discount on the Receivables accrued during
such month that is allocable to the excess, if any, of the initial aggregate
principal amount of the Trust Certificates over their initial aggregate issue
price, (iv) any amount expected to be distributed to the Certificateholders
pursuant to Section 5.07(g) of the Sale and Servicing Agreement (to the extent
not previously allocated pursuant to this clause), and (v) any other amounts
of income payable to the Certificateholders for such month; such sum to be
reduced by any amortization by the Trust of premium on Receivables that
corresponds to any excess of the issue price of Certificates over their
principal amount; and

      (b)    to the Company, to the extent of any remaining net income.

If the net income of the Trust for any month is insufficient for the
allocations described in clause (a) above, 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 Company to the extent the Company is reasonably expected to bear the
economic burden of such net losses, and any remaining net losses shall be
allocated among the Certificate Owners as of the first Record Date following
the end of such month in proportion to their ownership of principal amount of
Trust Certificates on such Record Date. The Company 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 Company or to the Certificate Owners, or as otherwise required by
the Code.



                                  ARTICLE III

                 Trust Certificates and Transfer of Interests

      SECTION 3.01. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the issuance
of the Trust Certificates, the Depositor shall be the sole beneficiary of the
Trust.

      SECTION 3.02. The Trust Certificates. The Trust Certificates shall be
issued in minimum denominations of $20,000 and in integral multiples of $1,000
in excess thereof; provided, however, that the Trust Certificates issued to
the Company pursuant to Section 3.10 may be issued in such denomination as
required to include any residual amount. The Trust Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee. Trust Certificates bearing the manual
or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefit of this Agreement,
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

                                      10

<PAGE>

or did not hold such offices at the date of authentication and delivery of
such Trust Certificates.

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

      SECTION 3.03. Authentication of Trust Certificates. On the Closing Date,
the Owner 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, any vice
president, secretary or any assistant treasurer, without further corporate
action by the Depositor, in authorized denominations. No Trust Certificate
shall entitle its Holder to any benefit under this Agreement or be valid for
any purpose unless there shall appear on such Trust Certificate a certificate
of authentication substantially in the form set forth in Exhibit A, executed
by the Owner Trustee or The Chase Manhattan Bank, as the Owner Trustee's
authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Trust Certificate shall have been
duly authenticated and delivered hereunder. All Trust Certificates shall be
dated the date of their authentication.

      SECTION 3.04. Registration of Transfer and Exchange of Trust
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Owner Trustee shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. The Chase
Manhattan Bank shall be the initial Certificate Registrar.

      Upon surrender for registration of transfer of any Trust Certificate at
the office or agency maintained pursuant to Section 3.08, the Owner Trustee
shall execute, authenticate and deliver (or shall cause The Chase Manhattan
Bank as its authenticating agent to authenticate and deliver), in the name of
the designated transferee or transferees, one or more new Trust Certificates
in authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Holder, Trust Certificates may be exchanged for other Trust Certificates
of authorized denominations of a like aggregate amount upon surrender of the
Trust Certificates to be exchanged at the office or agency maintained pursuant
to Section 3.08.

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

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

                                      11

<PAGE>

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

      SECTION 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If (a) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Trust Certificate and
(b) there shall be delivered to the Certificate Registrar and the Owner
Trustee such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Trust Certificate has
been acquired by a bona fide purchaser, the Owner Trustee on behalf of the
Trust shall execute and the Owner Trustee or The Chase Manhattan Bank, as the
Owner Trustee's authenticating agent, shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like tenor and denomination. In
connection with the issuance of any new Trust Certificate under this Section,
the Owner Trustee or the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Trust Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

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

      SECTION 3.07. Access to List of Certificateholders' Names and Addresses.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and
the Depositor, within 15 days after receipt by the Owner Trustee of a written
request therefor from the Servicer or the Depositor, a list, in such form as
the Servicer or the Depositor may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If
three or more Certificateholders or one or more Holders of Trust Certificates
evidencing not less than 25% of the Certificate Balance apply in writing to
the Owner Trustee, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Trust Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during normal
business hours to the current list of Certificateholders. Each Holder, by
receiving and holding a Trust Certificate, shall be deemed to have agreed not
to hold any of the Depositor, the Company, the Certificate Registrar or the
Owner Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

      SECTION  3.08.   Maintenance of Office or Agency.  The Owner Trustee 
shall maintain in the Borough of Manhattan, The City of New York, an office or 
offices or agency or agencies

                                      12

<PAGE>

where Trust Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Trust Certificates and the Basic Documents may be served. The Owner
Trustee initially designates The Chase Manhattan Bank, 55 Water Street, New
York, New York 10041 as its office for such purposes. The Owner Trustee shall
give prompt written notice to the Company and to the Certificateholders of any
change in the location of the Certificate Register or any such office or
agency.

      SECTION 3.09. Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.02 and shall report the amounts of such distributions to
the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The Paying Agent initially shall be The
Chase Manhattan Bank, and any co-paying agent chosen by The Chase Manhattan
Bank and acceptable to the Owner Trustee. The Chase Manhattan Bank shall be
permitted to resign as Paying Agent upon 30 days' written notice to the Owner
Trustee. In the event that The Chase Manhattan Bank shall no longer be the
Paying Agent, the Owner Trustee shall appoint a successor to act as Paying
Agent (which shall be a bank or trust company). The Owner Trustee shall cause
such successor Paying Agent or any additional Paying Agent appointed by the
Owner Trustee to execute and deliver to the Owner Trustee an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Owner Trustee that, as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04
and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent,
for so long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in
this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

      SECTION 3.10. Ownership by Company of Trust Certificates. The Company
shall on the Closing Date purchase from the Underwriters Trust Certificates
representing at least 1% of the Initial Certificate Balance and, subject to a
transfer to an Assignee Company, shall thereafter retain beneficial and record
ownership of Trust Certificates representing at least 1% of the Certificate
Balance. Except for a transfer to an Assignee Company, any attempted transfer
of any Trust Certificate that would reduce such interest of the Company below
1% of the Certificate Balance shall be void. The Owner Trustee shall cause any
Trust Certificate issued to the Company to contain a legend stating "THIS
CERTIFICATE IS NONTRANSFERABLE EXCEPT UNDER THE LIMITED CIRCUMSTANCES
DESCRIBED IN SECTION 3.10 OF THE TRUST AGREEMENT".

      Notwithstanding the foregoing paragraph, as a condition to any
registration of transfer of a Trust Certificate to an Assignee Company, (1)
such Assignee Company shall expressly assume, by an assumption agreement 
executed and delivered to the Owner Trustee, all of the

                                      13

<PAGE>

obligations of the Company hereunder and (2) the Owner Trustee shall be
entitled to receive and rely upon an Opinion of Counsel to the effect that the
conditions precedent to such transfer in the Purchase Agreement and in this
Trust Agreement have been satisfied.

      SECTION 3.11. Fixed Value Securities. Pursuant to the Sale and Servicing
Agreement and the Purchase Agreement, promptly following the sale of the
Standard Receivables and Fixed Value Receivables to the Trust on the Closing
Date or the investment by the Indenture Trustee on the Closing Date or any
Transfer Date of funds in the Reserve Account in Eligible Investment Fixed
Value Receivables, the Trust will sell to the Depositor the Fixed Value
Payments in accordance with Sections 2.03 and 2.05(c) of the Sale and
Servicing Agreement. Neither the Depositor nor the Company (as assignee of the
Depositor) shall transfer such Fixed Value Payments to any Person other than
the Trust and except as contemplated by the Purchase Agreement. At any time
after the Trust sells the Fixed Value Payments to the Depositor, at the option
of the Company (as assignee of the Depositor) and upon 10 days prior written
notice to the Owner Trustee and the Indenture Trustee, the Company will be
permitted to sell to the Trust, and the Trust shall be obligated to purchase
from the Company (subject to the availability of funds), all or any portion of
the Fixed Value Payments due under the Receivables, subject to the terms and
conditions of the Sale and Servicing Agreement. Upon any such sale, (i) the
Depositor, the Company and the Owner Trustee will enter into an amendment to
this Agreement to provide for, at the election of the Company, the issuance of
certificates representing ownership interests in the Trust to the extent of
the Fixed Value Payments due under the Receivables or the issuance of
indebtedness by the Trust secured by the Fixed Value Payments due under the
Receivables and to make any other provisions herein that are necessary or
desirable in connection therewith and (ii) the Owner Trustee and the Depositor
will enter into any other agreements or instruments related thereto as may be
requested by the Company; provided, however, that the Owner Trustee may, but
shall not be obligated to, enter into any such amendment, agreement or
instrument that affects the Owner Trustee's own rights, duties or immunities
under this Agreement; and provided, further, that the obligation of the Owner
Trustee to enter into any such amendment or other agreement or instrument is
subject to the following conditions precedent:

      (a) Such amendment and other agreements and instruments, in forms
satisfactory to the Owner Trustee and, in the case of amendments or agreements
to be executed and delivered by the Indenture Trustee, the Indenture Trustee,
shall have been executed by each other party thereto and delivered to the
Owner Trustee;

      (b) The Company shall have delivered to the Owner Trustee and the
Indenture Trustee an Officer's Certificate and an Opinion of Counsel to the
effect that each condition precedent (including the requirement with respect
to all required filings) provided by this Section has been complied with and
such amendment or other agreement or instrument is authorized or permitted by
this Agreement;

      (c) The Rating Agency Condition shall have been satisfied with respect
to such sale and issuance;

      (d) Such sale and issuance and such amendment or other agreement or
instrument shall not adversely affect in any material respect the interest of
any Noteholder or Certificateholder, and the Company shall have provided to
the Owner Trustee and the Indenture Trustee an Officer's Certificate to such
effect;

                                      14

<PAGE>

      (e) The Owner Trustee and the Indenture Trustee shall have received an
Opinion of Counsel to the effect that such sale and issuance will not have any
material adverse tax consequence to the Trust or to any Noteholder or
Certificateholder; and

      (f) All filings and other actions required to continue the first
perfected interest of the Trust in the Owner Trust Estate and of the Indenture
Trustee in the Collateral shall have been duly made or taken by the Company.

      SECTION 3.12. Book-Entry Trust Certificates. The Trust Certificates,
upon original issuance, will be issued in the form of a typewritten Trust
Certificate or Trust Certificates representing Book-Entry Trust Certificates,
to be delivered to The Depository Trust Company, the initial Clearing Agency,
by, or on behalf of, the Trust; provided, however, that one Definitive Trust
Certificate may be issued to the Company pursuant to Section 3.10. Such Trust
Certificate or Trust Certificates shall initially be registered on the
Certificate Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner will receive a definitive Trust
Certificate representing such Certificate Owner's interest in such Trust
Certificate, except as provided in Section 3.14. Unless and until definitive,
fully registered Trust Certificates (the "Definitive Trust Certificates") have
been issued to Certificate Owners pursuant to Section 3.14:

      (a)    The provisions of this Section shall be in full force and effect;

      (b) The Certificate Registrar and the Owner Trustee shall be entitled to
deal with the Clearing Agency for all purposes of this Agreement (including
the payment of principal of and interest on the Trust Certificates and the
giving of instructions or directions hereunder) as the sole Holder of the
Trust Certificates and shall have no obligation to the Certificate Owners;

      (c) To the extent that the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control;

      (d) The rights of Certificate Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law and
agreements between such Certificate Owners and the Clearing Agency and/or the
Clearing Agency Participants. Pursuant to the Certificate Depository
Agreement, unless and until Definitive Trust Certificates are issued pursuant
to Section 3.14, the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Trust Certificates to such Clearing Agency
Participants; and

      (e) Whenever this Agreement requires or permits actions to be taken
based upon instructions or directions of Holders of Trust Certificates
evidencing a specified percentage of the Certificate Balance, the Clearing
Agency shall be deemed to represent such percentage only to the extent that it
has received instructions to such effect from Certificate Owners and/or
Clearing Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in the Trust Certificates and
has delivered such instructions to the Owner Trustee.

      SECTION  3.13.   Notices to Clearing Agency.  Whenever a notice or other
communication to the Certificateholders is required under this Agreement,
unless and until

                                      15

<PAGE>

Definitive Trust Certificates shall have been issued to Certificate Owners 
pursuant to Section 3.14, the Owner Trustee shall give all such notices and
communications specified herein to be given to Certificateholders to the
Clearing Agency, and shall have no obligations to the Certificate Owners.

      SECTION 3.14. Definitive Trust Certificates. If (i) the Administrator
advises the Owner Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Trust Certificates and the Administrator is unable to locate a qualified
successor, (ii) the Administrator at its option advises the Owner Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (iii) after the occurrence of an Event of Default or a Servicer
Default, Certificate Owners representing beneficial interests aggregating at
least a majority of the Certificate Balance advise the Clearing Agency in
writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interest of the Certificate Owners, then the
Clearing Agency shall notify all Certificate Owners and the Owner Trustee of
the occurrence of any such event and of the availability of the Definitive
Trust Certificates to Certificate Owners requesting the same. Upon surrender
to the Owner Trustee of the typewritten Trust Certificate or Trust
Certificates representing the Book-Entry Trust Certificates by the Clearing
Agency, accompanied by registration instructions, the Owner Trustee shall
execute and authenticate the Definitive Trust Certificates in accordance with
the instructions of the Clearing Agency. Neither the Certificate Registrar nor
the Owner Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions. Upon the issuance of Definitive Trust Certificates, the
Owner Trustee shall recognize the Holders of the Definitive Trust Certificates
as Certificateholders. The Definitive Trust Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Owner Trustee, as evidenced by its execution
thereof.



                                  ARTICLE IV

                           Actions by Owner Trustee

      SECTION 4.01. Prior Notice to Owners with Respect to Certain Matters.
With respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders in writing of the proposed action
and the Owners shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Owners have withheld consent
or 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
Eligible Investment 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 the Receivables and
Eligible Investment Receivables);

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

                                      16

<PAGE>
      (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

      (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interests of the Owners;

      (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 Owners; 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 4.02. Action by Owners with Respect to Certain Matters. The
Owner Trustee shall not have the power, except upon the direction of the
Owners, to (a) remove the Administrator under the Administration Agreement
pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant
to Section 8 of the Administration Agreement, (c) remove the Servicer under
the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d)
except as expressly provided in the Basic Documents, sell the Receivables
after the termination of the Indenture. The Owner Trustee shall take the
actions referred to in the preceding sentence only upon written instructions
signed by the Owners.

      SECTION 4.03. Action by Owners with Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Owners and the delivery to the Owner Trustee by each such Owner of a
certificate certifying that such Owner reasonably believes that the Trust is
insolvent.

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

      SECTION 4.05. Majority Control. Except as expressly provided herein, any
action that may be taken by the Owners 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 notice
of the Owners 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.

                                      17

<PAGE>

                                   ARTICLE V

                  Application of Trust Funds; Certain Duties

      SECTION 5.01. Establishment of Trust Account. The Owner Trustee, for the
benefit of the Certificateholders, shall 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 Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholders. If, at any
time, the Certificate Distribution Account ceases to be an Eligible Deposit
Account, the Owner Trustee (or the Depositor on behalf of the Owner Trustee,
if the Certificate Distribution Account is not then held by the Owner Trustee
or an affiliate thereof) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
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 5.02. Application of Trust Funds. (a) On each Distribution Date,
the Owner Trustee will distribute to Certificateholders, on a pro rata basis,
amounts deposited in the Certificate Distribution Account pursuant to Sections
5.06 and 5.07 of the Sale and Servicing Agreement with respect to such
Distribution Date.

      (b) On each Distribution Date, the Owner Trustee shall send to each
Certificateholder the statement or statements provided to the Owner Trustee by
the Servicer pursuant to Section 5.09 of the Sale and Servicing Agreement with
respect to such Distribution Date.

      (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to an Owner, such tax shall reduce the
amount otherwise distributable to the Owner in accordance with this Section.
The Owner Trustee is hereby authorized and directed to retain from amounts
otherwise distributable to the Owners sufficient funds for the payment of any
tax that is legally owed by the Trust (but such authorization shall not
prevent the Owner 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 an Owner shall be treated as cash distributed to such Owner at
the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S. Owner), the
Owner Trustee may in its sole discretion withhold such amounts in accordance
with this paragraph (c).

      SECTION 5.03. Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution
Date shall be made to each Certificateholder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the account
of such Holder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Certificate 
Registrar

                                      18

<PAGE>

appropriate written instructions at least five Business Days prior to such
Distribution Date and such Holder's Trust Certificates in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check
mailed to such Certificateholder at the address of such holder appearing in
the Certificate Register.

      SECTION 5.04. No Segregation of Moneys; No Interest. Subject to Sections
5.01 and 5.02, moneys received by the Owner 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 Owner Trustee shall not be liable for any
interest thereon.

      SECTION 5.05. Accounting and Reports to the Noteholders, Owners, the
Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and
the accrual method of accounting, (b) deliver to each Owner, as may be
required by the Code and applicable Treasury Regulations, such information as
may be required (including Schedule K-1) to enable each Owner to prepare its
federal and state income tax returns, (c) file such tax returns relating to
the Trust (including a partnership information return, IRS Form 1065) and make
such elections as from time to time may be required or appropriate under any
applicable state or federal statute or any rule or regulation thereunder so as
to maintain the Trust's characterization 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 5.02(c) with respect to income or
distributions to Owners. The Owner Trustee shall elect under Section 1278 of
the Code to include in income currently any market discount that accrues with
respect to the Receivables. The Owner Trustee shall not make the election
provided under Section 754 of the Code.

      SECTION 5.06. Signature on Returns; Tax Matters Partner. (a) The Owner
Trustee shall sign on behalf of the Trust the tax returns of the Trust, unless
applicable law requires an Owner to sign such documents, in which case such
documents shall be signed by the Company.

      (b) The Company 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 Owner Trustee

      SECTION 6.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to
be a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and
any amendment or other agreement or instrument described in Section 3.11, in
each case, in such form as the Company shall approve, as evidenced
conclusively by the Owner Trustee's execution thereof. In addition to
the foregoing, the Owner Trustee is authorized, but shall not be obligated, to
take all actions

                                      19

<PAGE>

required of the Trust pursuant to the Basic Documents. The Owner Trustee is
further authorized from time to time to take such action as the Administrator
recommends with respect to the Basic Documents.

      SECTION 6.02. General Duties. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant
to the terms of this Agreement and the Basic Documents to which the Trust is a
party and to administer the Trust in the interest of the Owners, subject to
the Basic Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be held
liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.

      SECTION 6.03. Action upon Instruction. (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Owners may by written
instruction direct the Owner Trustee in the management of the Trust. Such
direction may be exercised at any time by written instruction of the Owners
pursuant to Article IV.

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

      (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or
under any Basic Document, the Owner Trustee shall promptly give notice (in
such form as shall be appropriate under the circumstances) to the Owners
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Owners received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instruction within 10 days of such notice (or within
such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no
duty to, take or refrain from taking such action not inconsistent with this 
Agreement or the Basic Documents, as it shall deem to be in the best 
interests of the Owners, and shall have no liability to any Person for such 
action or inaction.

      (d) In the event that the Owner Trustee is unsure as to the application
of any provision of this Agreement or any Basic Document or any such provision
is ambiguous as to its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this Agreement permits
any determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Owners requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the
Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction 
                                      20

<PAGE>

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 Owners,
and shall have no liability to any Person for such action or inaction.

      SECTION 6.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain
from taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided by
the terms of this Agreement or in any document or written instruction received
by the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any Basic Document against
the Owner Trustee. The Owner Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Agreement or any Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any
liens on any part of the Owner Trust Estate that result from actions by, or
claims against, the Owner Trustee that are not related to the ownership or the
administration of the Owner Trust Estate.

      SECTION 6.05. No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to Section 6.03.

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



                                  ARTICLE VII

                           Concerning Owner Trustee

      SECTION 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts, but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all moneys actually received by it
constituting part of the Owner Trust Estate upon the terms of the Basic
Documents and this Agreement. The Owner Trustee shall not be answerable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct or negligence or (ii) in the case of
the inaccuracy of any

                                      21

<PAGE>

representation or warranty contained in Section 7.03 expressly made by
the Owner Trustee. In particular, but not by way of limitation (and subject to
the exceptions set forth in the preceding sentence):

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

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

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

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

      (e) The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by
the Depositor or the Company or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust Estate, or for or in
respect of the validity or sufficiency of the Basic Documents, other than the
certificate of authentication on the Trust Certificates, and the Owner Trustee
shall in no event assume or incur any liability, duty or obligation to any
Noteholder or to any Owner, other than as expressly provided for herein or
expressly agreed to in the Basic Documents;

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

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

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

                                      22

<PAGE>

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

      SECTION 7.03. Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Company, for the benefit of the Owners, that:

      (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement.

      (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to
execute and deliver this Agreement on its behalf.

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

      SECTION 7.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any corporate party as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and effect.
As to any fact or matter the method of determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on a certificate, signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact
or matter, and such certificate shall constitute full protection to the Owner
Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

      (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants
and other skilled Persons to be selected with reasonable care and employed by
it. The Owner Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written opinion or advice
of any such counsel, accountants or other such Persons and not contrary to
this Agreement or any Basic Document.

      SECTION 7.05. Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created Chase Manhattan Bank
Delaware acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any 

                                      23

<PAGE>

claim against the Owner Trustee by reason of the transactions contemplated by
this Agreement or any Basic Document shall look only to the Owner Trust Estate
for payment or satisfaction thereof.

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

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

      SECTION 7.08. Pennsylvania Motor Vehicle Sales Finance Act Licenses. The
Owner Trustee, in its individual capacity, shall use its best efforts to
maintain, and the Owner Trustee, as Owner Trustee, shall cause the Trust to
use its best efforts to maintain, the effectiveness of all licenses required
under the Pennsylvania Motor Vehicle Sales Finance Act in connection with this
Agreement and the Basic Documents and the transactions contemplated hereby and
thereby until such time as the Trust shall terminate in accordance with the
terms hereof.



                                 ARTICLE VIII

                         Compensation of Owner Trustee


                                      24

<PAGE>
      SECTION 8.01. Owner Trustee's Fees and Expenses. The Owner 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
Owner Trustee, and the Owner 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 Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder.

      SECTION 8.02. Indemnification. The Depositor shall be liable as primary
obligor for, and shall indemnify the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from
and against, any and all liabilities, obligations, losses, damages, taxes,
claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever (collectively, "Expenses") which may at any time be imposed
on, incurred by, or asserted against the Owner Trustee or any Indemnified
Party in any way relating to or arising out of this Agreement, the Basic
Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner 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 any of
the matters described in the third sentence of Section 7.01. The indemnities
contained in this Section shall survive the resignation or termination of the
Owner Trustee or the termination of this Agreement. In any event of any claim,
action or proceeding for which indemnity will be sought pursuant to this
Section, the Owner Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably withheld.

      SECTION 8.03. Payments to Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Article VIII shall be deemed not to be a part of the
Owner Trust Estate immediately after such payment.



                                  ARTICLE IX

                        Termination of Trust Agreement

      SECTION 9.01. Termination of Trust Agreement. (a) This Agreement (other
than Article VIII) and the Trust shall terminate and be of no further force or
effect (i) upon the final distribution by the Owner Trustee of all moneys or
other property or proceeds of the Owner Trust Estate in accordance with the
terms of the Indenture, the Sale and Servicing Agreement and Article V or (ii)
at the time provided in Section 9.02. The bankruptcy, liquidation,
dissolution, death or incapacity of any Owner, other than the Company as
described in Section 9.02, shall not (x) operate to terminate this Agreement
or the Trust or (y) entitle such Owner'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 Owner Trust Estate
or (z) otherwise affect the rights, obligations and liabilities of the parties
hereto.

      (b) Except as provided in Section 9.01(a), none of the Depositor, the
Company or any Owner shall be entitled to revoke or terminate the Trust.

                                      25

<PAGE>

      (c) Notice of any termination of the Trust, specifying the Distribution
Date upon which Certificateholders shall surrender their Trust Certificates to
the Paying Agent for payment of the final distribution and cancellation, shall
be given by the Owner Trustee by letter to Certificateholders mailed within
five Business Days of receipt of notice of such termination from the Servicer
given pursuant to Section 9.01(c) of the Sale and Servicing Agreement, stating
(i) the Distribution Date upon or with respect to which final payment of the
Trust Certificates shall be made upon presentation and surrender of the Trust
Certificates at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Trust Certificates at the office
of the Paying Agent therein specified. The Owner Trustee shall give such
notice to the Certificate Registrar (if other than the Owner Trustee) and the
Paying Agent at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Trust Certificates, the Paying Agent shall
cause to be distributed to Certificateholders amounts distributable on such
Distribution Date pursuant to Section 5.02.

      In the event that all of the Certificateholders shall not surrender
their Trust Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Owner Trustee shall give
a second written notice to the remaining Certificateholders to surrender their
Trust Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Trust
Certificates shall not have been surrendered for cancellation, the Owner
Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Trust Certificates, and the cost thereof shall be paid out
of the funds and other assets that shall remain subject to this Agreement.
Subject to applicable escheat laws, any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the Owner Trustee to the
Company.

      (d) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.

      SECTION 9.02. Dissolution upon Bankruptcy of Company. In the event that
an Insolvency Event shall occur with respect to the Company, this Agreement
shall be terminated in accordance with Section 9.01 90 days after the date of
such Insolvency Event, unless, before the end of such 90-day period, the Owner
Trustee shall have received written instructions from (a) Holders of
Certificates (other than the Company) representing more than 50% of the
Certificate Balance (not including the Certificate Balance of the Trust
Certificates held by the Company), (b) each of the (i) Holders (as defined in
the Indenture) of Class A-1 Notes representing more than 50% of the
Outstanding Amount of the Class A-1 Notes, (ii) Holders (as defined in the
Indenture) of Class A-2 Notes representing more than 50% of the Outstanding
Amount of the Class A-2 Notes, (iii) Holders (as defined in the Indenture) of
Class A-3 Notes representing more than 50% of the Outstanding Amount of the
Class A-3 Notes and (iv) Holders (as defined in the Indenture) of Class A-4
Notes representing more than 50% of the Outstanding Amount of the Class A-4
Notes, and (c) holders of Fixed Value Securities representing more than 50% of
the outstanding principal balance of each class thereof, to the effect that
each such party disapproves of the liquidation of the Receivables
and termination of the Trust. Promptly after the occurrence of any Insolvency
Event with

                                      26

<PAGE>
respect to the Company, (A) the Company shall give the Indenture Trustee and
the Owner Trustee written notice of such Insolvency Event, (B) the Owner
Trustee shall, upon the receipt of such written notice from the Company, give
prompt written notice to the Certificateholders, the holders of Fixed Value
Securities, if any, and the Indenture Trustee, of the occurrence of such event
and (C) the Indenture Trustee shall, upon receipt of written notice of such
Insolvency Event from the Owner Trustee or the Company, give prompt written
notice to the Noteholders of the occurrence of such event; provided, however,
that any failure to give a notice required by this sentence shall not prevent
or delay, in any manner, a termination of the Trust pursuant to the first
sentence of this Section 9.02. Upon a termination pursuant to this Section,
the Owner Trustee shall direct the Indenture Trustee promptly to sell the
assets of the Trust (other than the Trust Accounts and the Certificate
Distribution Account) and, on behalf of the Company, the Fixed Value Payments
owned by the Company, if any, in a commercially reasonable manner and on
commercially reasonable terms. The proceeds of such a sale of the assets of
the Trust shall be treated as collections under the Sale and Servicing
Agreement.



                                   ARTICLE X

            Successor Owner Trustees and Additional Owner Trustees

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

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

      If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be

                                      27

<PAGE>

appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Owner Trustee so removed and one copy to the successor Owner Trustee, and
shall pay all fees owed to the outgoing Owner Trustee.

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

      SECTION 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or
removal of the predecessor Owner Trustee shall become effective, and such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees
and expenses deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement; and the Administrator
and the predecessor Owner Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Owner Trustee all such rights, powers,
duties and obligations.

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

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

      SECTION 10.04. Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner 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 Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such corporation shall be eligible pursuant to Section 10.01
and, provided, further, that the Owner Trustee shall mail notice of such
merger or consolidation to the Rating Agencies.

                                      28

<PAGE>

      SECTION 10.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Owner Trust Estate or any Financed Vehicle may at the time be
located, the Administrator and the Owner Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Administrator and Owner Trustee to act as co-trustee,
jointly with the Owner Trustee, or as separate trustee or separate trustees,
of all or any part of the Owner Trust Estate, and to vest in such Person, in
such capacity, such title to the Trust or any part thereof and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, the Owner
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor Owner Trustee pursuant to Section 10.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

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

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

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

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

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

                                      29

<PAGE>

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



                                  ARTICLE XI

                                 Miscellaneous

      SECTION 11.01. Supplements and Amendments. This Agreement may be amended
by the Depositor, the Company and the Owner 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,
the Company and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of the Holders (as defined in the Indenture) of
Notes evidencing not less than a majority of the Outstanding Amount of the
Notes and the consent of the Holders of Certificates evidencing not less than
a majority of the Certificate Balance, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall
be required to be made for the benefit of the Noteholders or the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the 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, the Owner
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,
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 Owner Trustee may prescribe.

                                      30

<PAGE>

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

      Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall
not be obligated to, enter into any such amendment that affects the Owner
Trustee's own rights, duties or immunities under this Agreement or otherwise.

      In connection with the execution of any amendment to this Trust
Agreement or any amendment of any other agreement to which the Issuer is a
party, the Owner Trustee shall be entitled to receive and conclusively rely
upon an Opinion of Counsel to the effect that such amendment is authorized or
permitted by the Basic Documents and that all conditions precedent in the
Basic Documents for the execution and delivery thereof by the Issuer or the
Owner Trustee, as the case may be, have been satisfied.

      SECTION 11.02. No Legal Title to Owner Trust Estate in Owners. The
Owners shall not have legal title to any part of the Owner Trust Estate. The
Owners 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 Owners to and in their ownership interest in the Owner 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 Owner Trust Estate.

      SECTION 11.03. Limitations on Rights of Others. Except for Section 2.07,
the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Company, the Owners, the Administrator and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders,
and nothing in this Agreement (other than Section 2.07 hereof), whether
express or implied, shall be construed to give to any other Person any legal
or equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

      SECTION 11.04. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three Business Days
after mailing if mailed by certified mail, postage prepaid (except that notice
to the Owner Trustee shall be deemed given only upon actual receipt by the
Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust
Office; if to the Depositor, addressed to Chrysler Financial Corporation,
27777 Franklin Road, Southfield, Michigan 48034, Attention of Assistant
Secretary; if to the Company, addressed to Premier Receivables L.L.C., 27777
Franklin Road, Southfield, Michigan 48034, Attention of Assistant Secretary;
or, as to each party, at such other address as shall be designated by such
party in a written notice to each 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.

                                      31

<PAGE>
      SECTION 11.05. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

      SECTION 11.06. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 11.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of
the Depositor, the Company and its permitted assignees, the Owner Trustee and
its successors and each Owner and its successors and permitted assigns, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by an Owner shall bind the successors and assigns of such
Owner.

      SECTION 11.08. Covenants of Company. In the event that (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 Company is a party which
shall be reasonably likely to result in a material judgment against the
Company that the Company will not be able to satisfy shall be commenced by an
Owner, 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 Company, such judgment has been satisfied), the Company shall not make any
distribution on or in respect of its membership interests to any of its
members, or repay the principal amount of any indebtedness of the Company held
by CFC, unless (i) after giving effect to such distribution or repayment, the
Company'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 distribution or repayment. The Company 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 11.09. No Petition. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Company or the Trust, or join in any institution against the
Company or the Trust of, any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificates, the Notes, this Agreement or any of the
Basic Documents.

      SECTION 11.10. No Recourse. Each Certificateholder by accepting a Trust
Certificate acknowledges that such 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 Company, the
Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets,
except as may be 

                                      32

<PAGE>

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. Trust Certificate Transfer Restrictions. The Trust
Certificates may not be acquired by or for the account of (i) an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of
the Code or (iii) 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, the Holder thereof shall be deemed
to have represented and warranted that it is not a Benefit Plan.

      SECTION 11.14. Depositor Payment Obligation. The Depositor shall be
responsible for payment of the Administrator's fees under the Administration
Agreement and shall reimburse the Administrator for all expenses and
liabilities of the Administrator incurred thereunder. In addition, the
Depositor shall be responsible for the payment of all fees and expenses of the
Trust, the Owner Trustee and the Indenture Trustee paid by any of them in
connection with any of their obligations under the Basic Documents to obtain
or maintain any required license under the Pennsylvania Motor Vehicle Sales
Finance Act.







                                      33

<PAGE>


                                            IN WITNESS WHEREOF, the parties
hereto have caused this Amended and Restated Trust Agreement to be duly
executed by their respective officers hereunto duly authorized, as of the day
and year first above written.


                                  CHRYSLER FINANCIAL CORPORATION,
                                  as Depositor



                                  By:   /s/ D. M. Cantwell
                                  ------------------------
                                      Name:  Dennis M. Cantwell
                                      Title:  Vice President and Treasurer



                                  PREMIER RECEIVABLES L.L.C.

                                  By: Chrysler Financial Receivables
                                      Corporation, as a Member



                                  By:   /s/ David H. Olsen
                                  ------------------------
                                      Name:  David H. Olsen
                                      Title: Assistant Treasurer



                                  CHASE MANHATTAN BANK DELAWARE,
                                  not in its individual capacity but solely as
                                  Owner Trustee



                                  By:   /s/ J. J. Cashin
                                  ----------------------
                                      Name:   John J. Cashin
                                      Title:  Senior Trust Officer







<PAGE>



                                                                     EXHIBIT A

                           Form of Trust Certificate


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
         REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                     [THIS CERTIFICATE IS NON-TRANSFERABLE
                    EXCEPT UNDER THE LIMITED CIRCUMSTANCES
              DESCRIBED IN SECTION 3.10 OF THE TRUST AGREEMENT.]


NUMBER                                                            $___________
R-__                                                     CUSIP NO. ___________


                           PREMIER AUTO TRUST 1996-4

                        6.65% 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 and the
Amortizing Payments on the Fixed Value Receivables (each, as defined herein)
secured by new and used automobiles and light duty trucks.

(This Trust Certificate does not represent an interest in or obligation of
Chrysler Financial Corporation or any of its affiliates, except to the extent
described below.)

      THIS CERTIFIES THAT _________________ is the registered owner of _____
___________ DOLLARS nonassessable, fully-paid, fractional undivided interest
in Premier Auto Trust 1996-4 (the "Trust"), formed by Chrysler Financial
Corporation, a Michigan corporation (the "Depositor"), and Premier Receivables
L.L.C., a Michigan limited liability company (the "Company").

<PAGE>

                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

CHASE MANHATTAN BANK DELAWARE,               CHASE MANHATTAN BANK DELAWARE,
as Owner Trustee                    or        as Owner Trusteeor

                                             by:  THE CHASE MANHATTAN BANK,
                                                  as Authenticating Agent

by:_______________________
      Authorized Signatory
                                                by:______________________
                                                      Authorized Signatory




                                     A-2

<PAGE>



      The Trust was created pursuant to a Trust Agreement dated as of August
16, 1996, as amended and restated by an Amended and Restated Trust Agreement
dated as of August 1, 1996 (as so amended and restated and further amended or
supplemented from time to time, the "Trust Agreement"), among the Depositor,
the Company and Chase Manhattan Bank Delaware, as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement or the
Sale and Servicing Agreement dated as of August 1, 1996 (as amended and
supplemented from time to time, the "Sale and Servicing Agreement"), between
the Trust and the Depositor, as seller and as servicer (in such capacity, the
"Servicer"), as applicable.

      This Certificate is one of the duly authorized Certificates designated
as "6.65% Asset Backed Certificates" (herein called the "Trust Certificates").
Also issued under an Indenture dated as of August 1, 1996 (the "Indenture"),
between the Trust and The Bank of New York, as indenture trustee, are the four
classes of Notes designated as "Class A-1 5.4172% Asset Backed Notes," "Class
A-2 Floating Rate Asset Backed Notes," "Class A-3 6.20% Asset Backed Notes"
and "Class A-4 6.40% Asset Backed Notes" (collectively, the "Notes"). This
Trust Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Trust Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound. The property of the Trust consists of a pool of retail
installment sale contracts for new and used automobiles and light duty trucks
and the Amortizing Payments on the Fixed Value Receivables (collectively, the
"Receivables"), all monies due under such Receivables on or after September 1,
1996 (including payments due on or after September 1, 1996 and collected after
August 9, 1996 and before September 1, 1996), in the case of Precomputed
Receivables, or received on or after August 9, 1996, in the case of Simple
Interest Receivables, security interests in the vehicles financed thereby,
certain bank accounts and the proceeds thereof, proceeds from claims on
certain insurance policies and certain other rights under the Trust Agreement
and the Sale and Servicing Agreement and all proceeds of the foregoing. The
term "Fixed Value Receivables" shall mean retail sale contracts secured by new
automobiles or light duty trucks with a series of fixed level payment monthly
installments (the "Amortizing Payments") and a final fixed value payment that
is greater than each Amortizing Payment. The rights of the Holders of the
Trust Certificates are subordinated to the rights of the Holders of the Notes,
as set forth in the Sale and Servicing Agreement.

      Under the Trust Agreement, there will be distributed on the sixth day of
each month or, if such sixth day is not a Business Day, the next Business Day
(each, a "Distribution Date"), commencing on September 6, 1996, to the Person
in whose name this Trust Certificate is registered at the close of business on
the day immediately preceding such Distribution Date, or if Definitive
Certificates are issued, the fifteenth day of the immediately preceding month
(the "Record Date"), such Certificateholder's fractional undivided interest in
the amount to be distributed to Certificateholders on such Distribution Date.
No distributions of principal will be made on any Certificate until all of the
Notes have been paid in full.

      The 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.

                                      A-3

<PAGE>
      It is the intent of the Depositor, the Company, the Servicer and the
Certificateholders that, for purposes of federal income, state and local
income and single business tax and any other income taxes, the Trust will be
treated as a partnership and the Certificateholders (including the Company)
will be treated as partners in that partnership. The Company 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
for such tax purposes as partnership interests in the Trust.

      Each Certificateholder or Certificate Owner, by its acceptance of a
Trust Certificate or, in the case of a Certificate Owner, a beneficial
interest in a Trust Certificate, covenants and agrees that such
Certificateholder or Certificate Owner, as the case may be, will not at any
time institute against the Company, or join in any institution against the
Company 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.

      Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Trust Certificate or the making of any
notation hereon, except that with respect to Trust Certificates registered on
the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee. Except
as otherwise provided in the Trust Agreement and notwithstanding the above,
the final distribution on this Trust Certificate will be made after due notice
by the Owner Trustee of the pendency of such distribution and only upon
presentation and surrender of this Trust Certificate at the office or agency
maintained for that purpose by the Owner Trustee in the Borough of Manhattan,
The City of New York.

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

      Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, by manual signature, this Trust
Certificate shall not entitle the Holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

                                     A-4

<PAGE>
      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.

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


                                      PREMIER AUTO TRUST 1996-4

                                      by: CHASE MANHATTAN BANK DELAWARE,
                                          not in its individual capacity 
                                          but solely as Owner Trustee



Dated:                                          by:_________________
                                                Authorized Signatory







                                      A-5

<PAGE>


                        [REVERSE OF TRUST CERTIFICATE]


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

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

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

      Except as provided in the Trust Agreement, the Trust Certificates are
issuable only as registered Trust Certificates without coupons in
denominations of $20,000 and in integral multiples of $1,000 in excess
thereof. As provided in the Trust Agreement and subject to certain limitations
therein set forth, Trust Certificates are exchangeable for new Trust
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

                                     A-6

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

      The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of
all property held as part of the Owner Trust Estate. The Servicer of the
Receivables may at its option purchase the Owner Trust Estate at a price
specified in the Sale and Servicing Agreement, and such purchase of the
Receivables and other property of the Trust will effect early retirement of
the Trust Certificates; provided, however, such right of purchase is
exercisable only as of the last day of any Collection Period as of which the
Pool Balance is less than or equal to 10% of the Original Pool Balance.

      The Trust Certificates may not be acquired by (a) an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the provisions
of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or
(c) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity or which uses plan assets to acquire Trust
Certificates (each, a "Benefit Plan"). By accepting and holding this Trust
Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.





                                      A-7

<PAGE>


                                  ASSIGNMENT


  FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



_______________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, and hereby
irrevocably constitutes and appoints__________________________________ ,
attorney, to transfer said Trust Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.


Dated:

                             ___________________________________________*/
                                          Signature Guaranteed:


                                        ____________________________*/


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

  */  NOTICE: The signature to this assignment must correspond with the name
      of the registered owner as it appears on the face of the within Trust
      Certificate in every particular, without alteration, enlargement or any
      change whatever. Such signature must be guaranteed by an "eligible
      guarantor institution" meeting the requirements of the Certificate
      Registrar, which requirements include membership or participation in
      STAMP or such other "signature guarantee program" as may be determined
      by the Certificate Registrar in addition to, or in substitution for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.




                                     A-8

<PAGE>



                                                                     EXHIBIT B



           Form of Certificate of Trust of Premier Auto Trust 1996-4


             THIS Certificate of Trust of Premier Auto Trust 1996-4 (the
"Trust"), dated August ___, 1996, is being duly executed and filed by Chase
Manhattan Bank Delaware, a Delaware banking corporation, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801
et seq.).
             1. Name. The name of the business trust formed hereby is PREMIER
AUTO TRUST 1996-4.
             2. Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Chase Manhattan Bank Delaware, 1201
Market Street, Wilmington, Delaware 19801, Attention: Corporate Trustee
Administration Department.
             3. Effective Date. This Certificate of Trust shall be effective
upon its filing with the Secretary of State of the State of Delaware.

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


                                      CHASE MANHATTAN BANK DELAWARE, not in
                                      its individual capacity but solely as
                                      owner trustee under the Trust Agreement
                                      dated as of August ___, 1996



                                      By:________________________________
                                            Name:   John J. Cashin
                                            Title:  Senior Trust Officer




                                     B-1

<PAGE>


                                                                     EXHIBIT C











                   Form of Certificate Depository Agreement


                           Letter of Representations
                    [To be Completed by Issuer and Trustee]


                            ______________________
                               [Name of Issuer]


                            ______________________
                               [Name of Trustee]

                                                                 ______________
                                                                     [Date]

Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

      Re:_____________________________________________________________________

         _____________________________________________________________________

         _____________________________________________________________________

                             [Issue Description]

Ladies and Gentlemen:


      This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated
_______ , 199__ (the "Document"). _______________________________________
(the "Underwriter") is distributing the Securities through The Depository
Trust Company ("DTC").

      To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Trustee make the following representations to DTC:

                                     C-1

<PAGE>

      1. Prior to closing on the Securities on _____________________, 199_,
there shall be deposited with DTC one Security certificate registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities
in the face amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Securities. If, however, the
aggregate principal amount of any maturity exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount. Each Security certificate shall bear the following
legend:

            Unless this certificate is presented by an authorized
      representative of The Depository Trust Company, a New York corporation
      ("DTC"), to Issuer or its agent for registration of transfer, exchange,
      or payment, and any certificate issued is registered in the name of Cede
      & Co. or in such other name as is requested by an authorized
      representative of DTC (and any payment is made to Cede & Co. or to such
      other entity as is requested by an authorized representative of DTC),
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
      & Co., has an interest herein.

      2. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Trustee shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897, and
receipt of such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall
be sent to DTC's Reorganization Department as indicated in Paragraph 4.

      3. In the event of a full or partial redemption, Issuer or Trustee shall
send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (the "Publication Date"). Such notice shall be sent to
DTC by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is
in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer
or Trustee shall forward such notice either in a separate secure transmission
for each CUSIP number or in a secure transmission for multiple CUSIP numbers
(if applicable) which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Call Notification Department
at (516) 227-4039 or (516) 227-4190. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (516) 227-4070. Notices to DTC pursuant
to this Paragraph by mail or by any other means shall be sent to:

                                     C-2

<PAGE>
                        Manager; Call Notification Department
                        The Depository Trust Company
                        711 Stewart Avenue
                        Garden City, NY 11530-4719

      4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or
Trustee to Security holders specifying the terms of the tender and the
Publication Date of such notice shall be sent to DTC by a secure means in the
manner set forth in the preceding Paragraph. Notices to DTC pursuant to this
Paragraph and notices of other corporate actions by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-1093 or (212) 709-1094, and
receipt of such notices shall be confirmed by telephoning (212) 709-6884.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

                        Manager; Reorganization Department
                        Reorganization Window
                        The Depository Trust Company
                        7 Hanover Square, 23rd Floor
                        New York, NY 10004-2695

      5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

      6. Trustee shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, and special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Trustee contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 709-1723, or if by mail or by
any other means to:

                        Manager; Announcements
                        Dividend Department
                        The Depository Trust Company
                        7 Hanover Square, 22nd Floor
                        New York, NY 10004-2695

      7. [Note: Issuer must represent one of the following, and cross out the
other:] [The interest accrual period is record date to record date.] [The
interest accrual period is payment date to payment date.]

      8. Trustee must provide DTC, no later than noon (Eastern Time) on the
payment date, CUSIP numbers for each issue for which payment is being sent, as
well as the dollar amount of the payment for each issue. Notification of
payment details should be sent using automated communications.

                                     C-3

<PAGE>
      9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between
Issuer or Trustee and DTC, such funds shall be wired as follows:

                        The Chase Manhattan Bank
                        ABA 021000021
                        For credit to A/C The Depository Trust Company
                        Dividend Deposit Account 066-026776

Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or (212) 709-1686, and
receipt of such notices shall be confirmed by telephoning (212) 709-1270.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

                        Manager, Announcements
                        Dividend Department
                        The Depository Trust Company
                        7 Hanover Square; 22nd Floor
                        New York, NY  10004-2695

      10. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30
p.m. (Eastern Time). Absent any other arrangements between Trustee and DTC,
such payments shall be wired as follows:

                        The Chase Manhattan Bank
                        ABA 021000021
                        For credit to A/C The Depository Trust Company
                        Redemption Account 066-027306

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Trustee.

      11. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:

                                     C-4

<PAGE>
                        The Chase Manhattan Bank
                        ABA 021000021
                        For credit to A/C The Depository Trust Company
                        Reorganization Account 066-027608

      12.DTC may direct Issuer or Trustee to use any other number or address
as the number or address to which notices or payments of interest or principal
may be sent.

      13. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or
Trustee's invitation) necessitating a reduction in the aggregate principal
amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or
Trustee to issue and authenticate a new Security certificate; or (b) may make
an appropriate notation on the Security certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in
which case the certificate will be presented to Issuer or Trustee prior to
payment, if required.

      14. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Trustee
shall notify DTC of the availability of certificates. In such event, Issuer or
Trustee shall issue, transfer, and exchange certificates in appropriate
amounts, as required by DTC and others.

      15. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Trustee (at which time DTC will confirm with Issuer or Trustee the
aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Trustee shall cooperate fully with
DTC by taking appropriate action to make available one or more separate
certificates evidencing Securities to any DTC Participant having Securities
credited to its DTC accounts.

      16. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

                                     C-5

<PAGE>


      17.Nothing herein shall be deemed to require Trustee to advance funds
on behalf of Issuer.


Notes:
------
A. If there is a Trustee (as defined in this Letter of Representations),
Trustee as well as Issuer must sign this Letter. If there is no Trustee, in
signing this Letter Issuer itself undertakes to perform all of the obligations
set forth herein.

B. Schedule B contains statements that DTC believes accurately describe DTC,
the method of effecting book-entry transfers of securities distributed through
DTC, and certain related matters.

Very truly yours,

                       _______________________________
                                   (Issuer)

By:                    _______________________________
                       (Authorized Officer's Signature)

                       _______________________________
                                   (Trustee)

By:                    _______________________________
                       (Authorized Officer's Signature)

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By:_______________________________


cc:   Underwriter
      Underwriter's Counsel






                                     C-6

<PAGE>



                                                                    SCHEDULE A


______________________________________________________________________
______________________________________________________________________

                               (Describe Issue)


CUSIP            Principal Amount       Maturity Date            Interest Rate


                                      C-7


<PAGE>

                                                                    SCHEDULE B

                      SAMPLE OFFICIAL STATEMENT LANGUAGE
                      DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)


   1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered pin the name of Cede
& Co. (DTC's partnership nominee). One fully-registered Security certificate
will be issued for [each issue of the Securities, [each] in the aggregate
principal amount of such issue, and will be deposited with DTC. [If, however,
the aggregate principal amount of [any] issue exceeds $200 million, one
certificate will be issued with respect to each $200 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]

   2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.

   3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made
on the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the
Securities is discontinued.

   4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

   5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

                                     C-8

<PAGE>
   [6. Redemption notices shall be sent to Cede & Co. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.]

   7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

   8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, Trustee, or
Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to DTC is the
responsibility of the Issuer or Trustee, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.

   [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Trustee [or
Tender/Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an optional
tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's
records and followed by a book-entry credit of tendered Securities to Trustee
[or Tender/Remarketing Agent's] DTC account.]

   10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Agent. Under such circumstances, in the event that a successor
securities depository is not obtained, Security certificates are required to
be printed and delivered.

   11. The Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.

   12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.


                                      C-9