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                                                                    EXHIBIT 4.14


                                 TRUST AGREEMENT


                  This Trust Agreement, dated as of September 3, 1998, between
Associates First Capital Corporation, a Delaware corporation, as "Depositor",
and The Chase Manhattan Bank, a New York corporation, Chase Manhattan Bank
Delaware, a Delaware banking corporation, Marvin T. Runyon III and John F.
Stillo as "Trustees." The Depositor and the Trustees hereby agree as follows:

                  1. The trust created hereby shall be known as Associates First
         Capital Trust II, in which name the Trustees, or the Depositor to the
         extent provided herein, may conduct the business of the Trust, make and
         execute contracts, and sue and be sued.

                  2. The Depositor hereby assigns, transfers, conveys and sets
         over to the Trustees the sum of $10. The Trustees hereby acknowledge
         receipt of such amount in trust from the Depositor, which amount shall
         constitute the initial trust estate. The Trustees hereby declare that
         they will hold the trust estate in trust for the Depositor. It is the
         intention of the parties hereto that the Trust created hereby
         constitute a business trust under Chapter 38 of Title 12 of the
         Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust
         Act"), and that this document constitutes the governing instrument of
         the Trust. The Trustees are hereby authorized and directed to execute
         and file a certificate of trust with the Delaware Secretary of State in
         accordance with the provisions of the Business Trust Act.

                  3. The Depositor and the Trustees will enter into an amended
         and restated Trust Agreement, satisfactory to each such party and
         substantially in the form included as an exhibit to the 1933 Act
         Registration Statement (as defined below), to provide for the
         contemplated operation of the Trust created hereby and the issuance of
         the Preferred Securities and Common Securities referred to therein.
         Prior to the execution and delivery of such amended and restated Trust
         Agreement, the Trustees shall not have any duty or obligation hereunder
         or with respect to the trust estate, except as otherwise required by
         applicable law or as may be necessary to obtain prior to such execution
         and delivery of any licenses, consents or approvals required by
         applicable law or otherwise.

                  4. The Depositor and the Trustees hereby authorize and direct
         the Depositor, as the sponsor of the Trust, (i) to file with the
         Securities and Exchange Commission (the "Commission") and execute, in
         each case on behalf of the Trust, (a) the Registration Statement on
         Form S-3 (the "1933 Act Registration Statement"), including any
         pre-effective or post-effective amendments to such 1933 Act
         Registration Statement (including the prospectus and the exhibits
         contained therein), relating to the registration under the Securities
         Act of 1933, as amended, of the Preferred Securities of the Trust and
         possibly certain other securities and (b) a Registration Statement on
         Form 8-A (the "1934 Act Registration Statement") (including all
         pre-effective and post-effective amendments thereto) relating to the
         registration of the Preferred Securities of the Trust under Section
         12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file
         with the New York Stock Exchange or any other national stock exchange
         or The Nasdaq National Market (each, an "Exchange") and execute on
         behalf of the Trust one or more a listing applications and all other
         applications, statements, certificates, agreements and other
         instruments as shall be necessary or desirable to cause the Preferred
         Securities to be listed on any of the Exchanges; (iii) to file and
         execute on behalf of the Trust such applications, reports, surety 
         bonds, irrevocable consents, appointments of attorney for service of
         process and other papers and

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         documents as shall be necessary or desirable to register the Preferred
         Securities under the securities or "Blue Sky" laws, and to obtain any
         permits under the insurance laws of such jurisdictions as the
         Depositor, on behalf of the Trust, may deem necessary or desirable (iv)
         to execute on behalf of the Trust letters or documents, or instruments
         for filing with, a depository relating to the Preferred Securities and
         (v) to execute on behalf of the Trust one or more underwriting
         agreements with one or more underwriters relating to the offering of
         the Preferred Securities.

                  In the event that any filing referred to in clauses (i)
         through (iv) above is required by the rules and regulations of the
         Commission, an Exchange or any state securities or blue sky laws, to be
         executed on behalf of the Trust by the Trustees, in their capacities as
         Trustees of the Trust, the Trustees are hereby authorized and directed
         to join in any such filing and to execute on behalf of the Trust any
         and all of the foregoing, it being understood that The Chase Manhattan
         Bank and Chase Manhattan Bank Delaware, in their capacities as Trustees
         of the Trust, shall not be required to join in any such filing or
         execute on behalf of the Trust any such document unless required by the
         rules and regulations of the Commission, an Exchange or any state
         securities or blue sky laws. In connection with all of the foregoing,
         the Depositor and each Trustee, solely in its capacity as Trustee of
         the Trust, hereby constitutes and appoints John F. Stillo and Timothy
         M. Hayes, and each of them, as his, her or its, as the case may be,
         true and lawful attorneys-in-fact and agents, with full power of
         substitution and resubstitution, for the Depositor or in the
         Depositor's name, place and stead, in any and all capacities, to sign
         the 1933 Act Registration Statement and any and all amendments
         (including post-effective amendments) thereto and the 1934 Act
         Registration Statement and any and all amendments (including
         post-effective amendments) thereto and to file the same, with all
         exhibits thereto, and other documents in connection therewith, with the
         Commission, granting unto said attorneys-in-fact and agents full power
         and authority to do and perform each and every act and thing requisite
         and necessary to be done in connection therewith, as fully to all
         intents and purposes as the Depositor might or could do in person,
         hereby ratifying and confirming all that said attorneys-in-fact and
         agents or any of them, or their respective substitute or substitutes,
         shall do or cause to be done by virtue hereof.

                  5. This Trust Agreement may be executed in one or more
         counterparts.

                  6. The number of Trustees initially shall be four (4) and
         thereafter the number of Trustees shall be such number as shall be
         fixed from time to time by a written instrument signed by the Depositor
         which may increase or decrease the number of Trustees; provided,
         however, that to the extent required by the Business Trust Act, one
         Trustee shall either be a natural person who is a resident of the State
         of Delaware or, if not a natural person, an entity which has its
         principal place of business in the State of Delaware and otherwise
         meets the requirements of applicable Delaware law. Subject to the
         foregoing, the Depositor is entitled to appoint or remove without cause
         any Trustee at any time. A Trustee may resign upon thirty days' prior
         notice to the Depositor.

                  7. Chase Manhattan Bank Delaware, in its capacity as Trustee,
         shall not have any of the powers or duties of the Trustees set forth
         herein (except as may be required under the Business Trust Act) and
         shall be a Trustee of the Trust for the sole purpose of satisfying the
         requirements of Section 3807 of the Business Trust Act.

                  8. This Trust Agreement shall be governed by, and construed in
         accordance with, the laws of the State of Delaware (without regard to
         conflict of laws of principles).

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                  IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

                                        ASSOCIATES FIRST CAPITAL
                                          CORPORATION, as Depositor


                                        By: /s/ FREDERIC C. LISKOW
                                           -----------------------------------
                                        Name: Frederic C. Liskow
                                        Title: Vice President

                                        The Chase Manhattan Bank,
                                        as Trustee


                                        By: /s/ ANDREW M. DECK
                                           -----------------------------------
                                        Name: Andrew M. Deck
                                        Title: Trust Officer

                                        Chase Manhattan Bank Delaware,
                                        as Trustee


                                        By: /s/ DENIS KELLY
                                           -----------------------------------
                                        Name: Denis Kelly
                                        Title: Trust Officer

                                        Marvin T. Runyon III
                                        as Trustee

                                        /s/ MARVIN T. RUNYON III
                                        --------------------------------------


                                        John F. Stillo
                                        as Trustee


                                        /s/ JOHN F. STILLO
                                        --------------------------------------


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