<PAGE>   1





                                                                    EXHIBIT 4.19


     [THE FOLLOWING EXHIBIT 4.19 IS THE FORM OF GUARANTEE TO BE USED BY EACH OF
     ASSOCIATES FIRST CAPITAL TRUST I, ASSOCIATES FIRST CAPITAL TRUST II AND
     ASSOCIATES FIRST CAPITAL TRUST III]





                              GUARANTEE AGREEMENT

                                    between


                      ASSOCIATES FIRST CAPITAL CORPORATION

                                 (as Guarantor)

                                      and

                            THE CHASE MANHATTAN BANK

                                  (as Trustee)

                                  dated as of

                             _______________, 1998
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
     <S>                   <C>                                                                                       <C>
                                                          ARTICLE I.
     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
             Section 1.1.  Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

                                                          ARTICLE II.
     TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
             Section 2.1.  Trust Indenture Act; Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
             Section 2.2.  List of Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
             Section 2.3.  Reports by the Guarantee Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
             Section 2.4.  Periodic Reports to the Guarantee Trustee   . . . . . . . . . . . . . . . . . . . . . . .    5
             Section 2.5.  Evidence of Compliance with Conditions Precedent  . . . . . . . . . . . . . . . . . . . .    5
             Section 2.6.  Events of Default; Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
             Section 2.7.  Event of Default; Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
             Section 2.8.  Conflicting Interests   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6

                                                         ARTICLE III.
     POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
             Section 3.1.  Powers and Duties of the Guarantee Trustee  . . . . . . . . . . . . . . . . . . . . . . .    6
             Section 3.2.  Certain Rights of Guarantee Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . .    8
             Section 3.3.  Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9

                                                          ARTICLE IV.
     GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
             Section 4.1.  Guarantee Trustee: Eligibility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
             Section 4.2.  Appointment, Removal and Resignation of the Guarantee Trustee   . . . . . . . . . . . . .   10

                                                          ARTICLE V.
     GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
             Section 5.1.  Guarantee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
             Section 5.2.  Waiver of Notice and Demand   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
             Section 5.3.  Obligations Not Affected  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
             Section 5.4.  Rights of Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
             Section 5.5.  Guarantee of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
             Section 5.6.  Subrogation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
             Section 5.7.  Independent Obligations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

                                                          ARTICLE VI.
     COVENANTS AND SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
             Section 6.1.  Subordination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
             Section 6.2.  Pari Passu Guarantees   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
</TABLE>





                                      -i-
<PAGE>   3
<TABLE>
<CAPTION>

     <S>                   <C>                                                                                       <C>
                                                         ARTICLE VII.
     TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
             Section 7.1.  Termination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14

                                                         ARTICLE VIII.
     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
             Section 8.1.  Successors and Assigns.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
             Section 8.2.  Amendments.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
             Section 8.3.  Notices   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
             Section 8.4.  Benefit   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
             Section 8.5.  Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
             Section 8.6.  Governing Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
</TABLE>





                                      -ii-
<PAGE>   4


                              GUARANTEE AGREEMENT


                      This GUARANTEE AGREEMENT, dated as of __________, 1998,
     is executed and delivered by ASSOCIATES FIRST CAPITAL CORPORATION, a
     Delaware corporation (the "Guarantor") having its principal office at 250
     East Carpenter Freeway, Irving, Texas 75062, and THE CHASE MANHATTAN BANK,
     a New York corporation, as trustee (the "Guarantee Trustee"), for the
     benefit of the Holders (as defined herein) from time to time of the
     Preferred Securities (as defined herein) of Associates First Capital Trust
     __, a Delaware statutory business trust (the "Issuer").

                      WHEREAS, pursuant to an Amended and Restated Trust
     Agreement (the "Trust Agreement"), dated as of ___________, 1998 among the
     Issuer Trustees named therein, the Guarantor, as Depositor, and the
     Holders from time to time of undivided beneficial ownership interests in
     the assets of the Issuer, the Issuer is issuing up to $______ ______
     aggregate liquidation preference of its [TITLE OF PREFERRED SECURITIES]
     (liquidation preference $[  ] per preferred security) (the "Preferred
     Securities") and $__________ aggregate liquidation preference of its
     common securities (the "Common Securities" and, together with the
     Preferred Securities, the "Securities") representing undivided beneficial
     ownership interests in the assets of the Issuer and having the terms set
     forth in the Trust Agreement;

                      WHEREAS, the Preferred Securities will be issued by the
     Issuer and the proceeds thereof, together with the proceeds from the
     issuance of the Issuer's Common Securities (as defined below), will be
     used to purchase the Debentures (as defined in the Trust Agreement) of the
     Guarantor which will be deposited with The Chase Manhattan Bank, as
     Property Trustee under the Trust Agreement, as trust assets; and

                      WHEREAS, as incentive for the Holders to purchase the
     Securities, the Guarantor desires irrevocably and unconditionally to
     agree, to the extent set forth herein, to pay to the Holders of the
     Securities the Guarantee Payments (as defined herein) and to make certain
     other payments on the terms and conditions set forth herein.

                      NOW, THEREFORE, in consideration of the purchase by each
     Holder of Securities, which purchase the Guarantor hereby agrees shall
     benefit the Guarantor, the Guarantor executes and delivers this Guarantee
     Agreement for the benefit of the Holders from time to time of the
     Securities.


                           ARTICLE I.  DEFINITIONS

                      Section 1.1.  Definitions.

                      As used in this Guarantee Agreement, the terms set forth
     below shall, unless the context otherwise requires, have the following
     meanings.  Capitalized or otherwise defined terms used but not otherwise
     defined herein shall have the meanings assigned to such terms in the Trust
     Agreement as in effect on the date hereof.
<PAGE>   5
                                                                               2



                      "Affiliate" of any specified Person means any other
     Person directly or indirectly controlling or controlled by or under direct
     or indirect common control with such specified Person, provided, however,
     that an Affiliate of the Guarantor shall not be deemed to include the
     Issuer.  For the purposes of this definition, "control" when used with
     respect to any specified Person means the power to direct the management
     and policies of such Person, directly or indirectly, whether through the
     ownership of voting securities, by contract or otherwise; and the terms
     "controlling" and "controlled" have meanings correlative to the foregoing.

                      "Common Securities" means the securities representing
     common undivided beneficial ownership interests in the assets of the
     Issuer.


                      "Event of Default" means a default by the Guarantor on
     any of its payment or other obligations under this Guarantee Agreement;
     provided, however, that, except with respect to a default in payment of
     any Guarantee Payments, the Guarantor shall have received notice of
     default and shall not have cured such default within 60 days after receipt
     of such notice.

                      "Guarantee Payments" means the following payments or
     distributions, without duplication, with respect to the Securities, to the
     extent not paid or made by or on behalf of the Issuer; (i) any accumulated
     and unpaid Distributions (as defined in the Trust Agreement) required to
     be paid on such Securities, to the extent the Issuer shall have funds on
     hand available therefor at such time, (ii) the redemption price, including
     all accumulated and unpaid Distributions to the date of redemption (the
     "Redemption Price"), with respect to the Securities called for redemption
     by the Issuer to the extent the Issuer shall have funds on hand available
     therefor at such time, and (iii) upon a voluntary or involuntary
     termination, winding-up or liquidation of the Issuer, unless Debentures
     are distributed to the Holders, the lesser of (a) the aggregate of the
     liquidation preference of $[  ] per Security plus accumulated and unpaid
     Distributions on the Securities to the date of payment to the extent the
     Issuer shall have funds on hand available to make such payment at such
     time and (b) the amount of assets of the Issuer remaining available for
     distribution to Holders in liquidation of the Issuer (in either case, the
     "Liquidation Distribution").

                      "Guarantee Trustee" means The Chase Manhattan Bank, until
     a Successor Guarantee Trustee has been appointed and has accepted such
     appointment pursuant to the terms of this Guarantee Agreement and
     thereafter means each such Successor Guarantee Trustee.

                      "Holder" means any holder, as registered on the books and
     records of the Issuer, of any Securities; provided, however, that in
     determining whether the holders of the requisite percentage of Preferred
     Securities have given any request, notice, consent or waiver hereunder,
     "Holder" shall not include the Guarantor, the Guarantee Trustee, or any
     Affiliate of the Guarantor or the Guarantee Trustee.
<PAGE>   6
                                                                               3



                      "Indebtedness" means, with respect to a Person, (i) the
     principal of and premium, if any, and interest, if any, on, (A)
     indebtedness of such Person for money borrowed and (B) indebtedness
     evidenced by securities, notes, debentures, bonds or other similar
     instruments issued by such Person; (ii) all capital lease obligations of
     such Person; (iii) all obligations of such Person issued or assumed as the
     deferred purchase price of property, all conditional sale obligations of
     such Person and all obligations of such Person under any conditional sale
     or title retention agreement (but excluding trade accounts payable and
     accrued liabilities in the ordinary course of business); (iv) all
     obligations, contingent or otherwise, of such Person in respect of any
     letters of credit, banker's acceptance, security purchase facilities or
     similar credit transactions; (v) all obligations in respect of interest
     rate swap, cap, floor, collar or other agreements, interest rate future or
     option contacts, currency swap agreements, currency future or option
     contracts and other similar agreements; and (vi) all obligations of the
     type referred to in clauses (i) through (v) of others for the payment of
     which such Person is responsible or liable as obligor, guarantor or
     otherwise.

                      "Indenture" means the Junior Subordinated Indenture,
     dated as of __________, 1998, between the Guarantor and The Chase
     Manhattan Bank, as Indenture Trustee.

                      "Junior Subordinated Indebtedness" means all Indebtedness
     of the Guarantor subordinate and junior to Subordinated Indebtedness and
     Senior Indebtedness.

                      "List of Holders" has the meaning specified in Section 
     2.2(a).

                      "Majority in liquidation preference of the Preferred
     Securities" means, except as provided by the Trust Indenture Act, a vote
     by the Holder(s), voting separately as a class, of more than 50% of the
     liquidation preference of all then outstanding Preferred Securities issued
     by the Issuer.

                      "Officers' Certificate" means, with respect to any
     Person, a certificate signed by the Chairman or a Vice Chairman of the
     Board, the President or a Vice President, and by the Treasurer, an
     Assistant Treasurer, the Comptroller, an Assistant Comptroller, the
     Secretary or an Assistant Secretary of such Person, and delivered to the
     Guarantee Trustee.  Any Officers' Certificate delivered with respect to
     compliance with a condition or covenant provided for in this Guarantee
     Agreement shall include:

                      (a)  a statement that each officer signing the Officers'
             Certificate has read the covenant or condition and the definitions
             relating thereto;

                      (b)  a brief statement of the nature and scope of the
             examination or investigation undertaken by each officer in
             rendering the Officers' Certificate;

                      (c)  a statement that each officer has made such
             examination or investigation as, in such officer's opinion, is
             necessary to enable such officer to express an informed opinion as
             to whether or not such covenant or condition has been complied
             with; and
<PAGE>   7
                                                                               4



                      (d)  a statement as to whether, in the opinion of each
             officer, such condition or covenant has been complied with.

                      "Person" means a legal person, including any individual,
     corporation, estate, partnership, joint venture, association, joint stock
     company, limited liability company, trust, unincorporated association, or
     government or any agency or political subdivision thereof, or any other
     entity of whatever nature.

                      "Responsible Officer" means, with respect to the
     Guarantee Trustee, any Senior Vice President, any Vice President, any
     Assistant Vice President, the Secretary, any Assistant Secretary, the
     Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust
     Officer or any other officer of the Corporate Trust Department of the
     above designated officers and also means, with respect to a particular
     corporate trust matter, any other officer to whom such matter is referred
     because of that officer's knowledge of and familiarity with the particular
     subject.

                      "Senior Indebtedness" means all Indebtedness of the
     Guarantor, unless, in the instrument creating or evidencing the same or
     pursuant to which the same is outstanding, it is provided that such
     obligations are not superior in right of payment to Subordinated
     Indebtedness or Junior Subordinated Indebtedness or to other Indebtedness
     of the Guarantor which is pari passu with, or subordinated to,
     Subordinated Indebtedness or Junior subordinated Indebtedness.

                      "Subordinated Indebtedness" means all Indebtedness of the
     Guarantor which is subordinated and Junior in right of payment to Senior
     Indebtedness, but does not include Junior Subordinated Indebtedness.

                      "Successor Guarantee Trustee" means a successor Guarantee
     Trustee possessing the qualifications to act as Guarantee Trustee under
     Section 4.1.

                      "Trust Indenture Act" means the Trust Indenture Act of 
     1939, as amended.


                       ARTICLE II.  TRUST INDENTURE ACT

                      Section 2.1.  Trust Indenture Act; Application.

                      (a)  This Guarantee Agreement is subject to the
     provisions of the Trust Indenture Act that are required to be part of this
     Guarantee Agreement and shall, to the extent applicable, be governed by
     such provisions.

                      (b)  If and to the extent that any provision of this
     Guarantee Agreement limits, qualifies or conflicts with the duties imposed
     by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
     imposed duties shall control.
<PAGE>   8
                                                                               5



                      Section 2.2.  List of Holders.

                      (a)  The Guarantor shall furnish or cause to be furnished
     to the Guarantee Trustee (a) semiannually, on or before January 15 and
     July 15 of each year, a list, in such form as the Guarantee Trustee may
     reasonably require, of the names and addresses of the Holders ("List of
     Holders") as of a date not more than 15 days prior to the delivery
     thereof, and (b) at such other times as the Guarantee Trustee may request
     in writing, within 30 days after the receipt by the Guarantor of any such
     request, a List of Holders as of a date not more than 15 days prior to the
     time such list is furnished, in each case to the extent such information
     is in the possession or control of the Guarantor and is not identical to a
     previously supplied list of Holders or has not otherwise been received by
     the Guarantee Trustee in its capacity as such.  The Guarantee Trustee may
     destroy any List of Holders previously given to it on receipt of a new
     List of Holders.

                      (b)  The Guarantee Trustee shall comply with its
     obligations under Section 311(a), Section 311(b) and Section 312(b) of the
     Trust Indenture Act.

                      Section 2.3.  Reports by the Guarantee Trustee.

                      Not later than July 15 of each year, commencing July 15,
     199__, the Guarantee Trustee shall provide to the Holders such reports as
     are required by Section 313 of the Trust Indenture Act, if any, in the
     form and in the manner provided by Section 313 of the Trust Indenture Act.
     The Guarantee Trustee shall also comply with the requirements of Section
     313 (d) of the Trust Indenture Act.

                      Section 2.4.  Periodic Reports to the Guarantee Trustee.

                      The Guarantor shall provide to the Guarantee Trustee, the
     Securities and Exchange Commission and the Holders such documents, reports
     and information, if any, as required by Section 314 of the Trust Indenture
     Act and the compliance certificate required by Section 314 of the Trust
     Indenture Act, in the form, in the manner and at the times required by
     Section 314 of the Trust Indenture Act.

                      Section 2.5.  Evidence of Compliance with Conditions 
     Precedent.

                      The Guarantor shall provide to the Guarantee Trustee such
     evidence of compliance with such conditions precedent, if any, provided
     for in this Guarantee Agreement that relate to any of the matters set
     forth in Section 314(c) of the Trust Indenture Act.  Any certificate or
     opinion required to be given by an officer pursuant to Section 314(c)(1)
     may be given in the form of an Officers' Certificate.

                      Section 2.6.  Events of Default; Waiver.

                      The Holders of a Majority in liquidation preference of
     the Preferred Securities may, by vote, on behalf of the Holders, waive any
     past Event of Default and its consequences.  Upon such waiver, any such
     Event of Default shall cease to exist, and any
<PAGE>   9
                                                                               6



     Event of Default arising therefrom shall be deemed to have been cured, for
     every purpose of this Guarantee Agreement, but no such waiver shall extend
     to any subsequent or other default or Event of Default or impair any right
     consequent therefrom.

                      Section 2.7.  Event of Default; Notice.

                      (a)  The Guarantee Trustee shall, within 90 days after
     the occurrence of an Event of Default known to the Guarantee Trustee,
     transmit by mail, first class postage prepaid, to the Holders, notices of
     all such Events of Default unless such defaults have been cured or waived
     before the giving of such notice, provided, that, except in the case of a
     default in the payment of a Guarantee Payment, the Guarantee Trustee shall
     be protected in withholding such notice if and so long as the Board of
     Directors, the executive committee or a trust committee of directors
     and/or Responsible Officers of the Guarantee Trustee in good faith
     determines that the withholding of such notice is in the interests of the
     Holders.

                      (b)  The Guarantee Trustee shall not be deemed to have
     knowledge of any Event of Default unless the Guarantee Trustee shall have
     received written notice, or a Responsible Officer charged with the
     administration of the Trust Agreement shall have obtained written notice,
     of such Event of Default.

                      Section 2.8.  Conflicting Interests.

                      The Trust Agreement shall be deemed to be specifically
     described in this Guarantee Agreement for the purposes of clause (i) of
     the first proviso contained in Section 310(b) of the Trust Indenture Act.


                  ARTICLE III.  POWERS, DUTIES AND RIGHTS OF
                                   THE GUARANTEE TRUSTEE

                      Section 3.1.  Powers and Duties of the Guarantee Trustee.

                      (a)  This Guarantee Agreement shall be held by the
     Guarantee Trustee for the benefit of the Holders, and the Guarantee
     Trustee shall not transfer this Guarantee Agreement to any Person except a
     Holder exercising his or her rights pursuant to Section 5.4(iv) or to a
     Successor Guarantee Trustee on acceptance by such Successor Guarantee
     Trustee of its appointment to act as Successor Guarantee Trustee.  The
     right, title and interest of the Guarantee Trustee shall automatically
     vest in any Successor Guarantee Trustee, upon acceptance by such Successor
     Guarantee Trustee of its appointment hereunder, and such vesting and
     cessation of title shall be effective whether or not conveyancing
     documents have been executed and delivered pursuant to the appointment of
     such Successor Guarantee Trustee.

                      (b)  If an Event of Default has occurred and is
     continuing, the Guarantee Trustee shall enforce this Guarantee Agreement
     for the benefit of the Holders.
<PAGE>   10
                                                                               7



                      (c)  The Guarantee Trustee, before the occurrence of any
     Event of Default and after the curing or waiver of all Events of Default
     that may have occurred, shall undertake to perform only such duties as are
     specifically set forth in this Guarantee Agreement, and no implied
     covenants shall be read into this Guarantee Agreement against the
     Guarantee Trustee.  In case an Event of Default has occurred (that has not
     been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall
     exercise such of the rights and powers vested in it by this Guarantee
     Agreement, and use the same degree of care and skill in its exercise
     thereof, as a prudent person would exercise or use under the circumstances
     in the conduct of his or her own affairs.

                      (d)  No provision of this Guarantee Agreement shall be
     construed to relieve the Guarantee Trustee from liability for its own
     negligent action, its own negligent failure to act or its own willful
     misconduct, except that:

                         (i)  prior to the occurrence of any Event of Default
             and after the curing or waiving of all such Events of Default that
             may have occurred:

                              (A)  the duties and obligations of the Guarantee
                      Trustee shall be determined solely by the express
                      provisions of this Guarantee Agreement, and the Guarantee
                      Trustee shall not be liable except for the performance of
                      such duties and obligations as are specifically set forth
                      in this Guarantee Agreement; and

                              (B)  in the absence of bad faith on the part of
                      the Guarantee Trustee, the Guarantee Trustee may
                      conclusively rely, as to the truth of the statements and
                      the correctness of the opinions expressed therein, upon
                      any certificates or opinions furnished to the Guarantee
                      Trustee and conforming to the requirements of this
                      Guarantee Agreement; but in the case of any such
                      certificates or opinions that by any provision hereof or
                      of the Trust Indenture Act are specifically required to
                      be furnished to the Guarantee Trustee, the Guarantee
                      Trustee shall be under a duty to examine the same to
                      determine whether or not they conform to the requirements
                      of this Guarantee Agreement;

                        (ii)  the Guarantee Trustee shall not be liable for any
             error of judgment made in good faith by a Responsible Officer of
             the Guarantee Trustee, unless it shall be proved that the
             Guarantee Trustee was negligent in ascertaining the pertinent
             facts upon which such judgment was made;

                       (iii)  the Guarantee Trustee shall not be liable with
             respect to any action taken or omitted to be taken by it in good
             faith in accordance with the direction of the Holders of not less
             than a Majority in liquidation preference of the Preferred
             Securities relating to the time, method and place of conducting
             any proceeding for any remedy available to the Guarantee Trustee,
             or exercising any trust or power conferred upon the Guarantee
             Trustee under this Guarantee Agreement; and
<PAGE>   11
                                                                               8



                        (iv)  no provision of this Guarantee Agreement shall
             require the Guarantee Trustee to expend or risk its own funds or
             otherwise incur personal financial liability in the performance of
             any of its duties or in the exercise of any of its rights or
             powers, if the Guarantee Trustee shall have reasonable grounds for
             believing that the repayment of such funds or liability is not
             reasonably assured to it under the terms of this Guarantee
             Agreement or adequate indemnity against such risk or liability is
             not reasonably assured to it.

                      Section 3.2.  Certain Rights of Guarantee Trustee.

                      (a)  Subject to the provisions of Section 3.1:

                         (i)  The Guarantee Trustee may rely and shall be fully
             protected in acting or refraining from acting upon any resolution,
             certificate, statement, instrument, opinion, report, notice,
             request, direction, consent, order, bond, debenture, note, other
             evidence of indebtedness or other paper or document reasonably
             believed by it to be genuine and to have been signed, sent or
             presented by the proper party or parties.

                        (ii)  Any direction or act of the Guarantor
             contemplated by this Guarantee Agreement shall be sufficiently
             evidenced by an Officer's Certificate unless otherwise prescribed
             herein.

                       (iii)  Whenever, in the administration of this Guarantee
             Agreement, the Guarantee Trustee shall deem it desirable that a
             matter be proved or established before taking, suffering or
             omitting to take any action hereunder, the Guarantee Trustee
             (unless other evidence is herein specifically prescribed) may, in
             the absence of bad faith on its part, request and rely upon an
             Officers' Certificate which, upon receipt of such request from the
             Guarantee Trustee, shall be promptly delivered by the Guarantor.

                        (iv)  The Guarantee Trustee may consult with legal
             counsel, and the written advice or opinion of such legal counsel
             with respect to legal matters shall be full and complete
             authorization and protection in respect of any action taken,
             suffered or omitted to be taken by it hereunder in good faith and
             in accordance with such advice or opinion.  Such legal counsel may
             be legal counsel to the Guarantor or any of its Affiliates and may
             be one of its employees.  The Guarantee Trustee shall have the
             right at any time to seek instructions concerning the
             administration of this Guarantee Agreement from any court of
             competent jurisdiction.

                         (v)  The Guarantee Trustee shall be under no
             obligation to exercise any of the rights or powers vested in it by
             this Guarantee Agreement at the request or direction of any
             Holder, unless such Holder shall have provided to the Guarantee
             Trustee such adequate security and indemnity as would satisfy a
             reasonable person in the position of the Guarantee Trustee,
             against the costs, expenses (including attorneys' fees and
             expenses) and liabilities that might be incurred by it in
             complying with such request or direction, including such
             reasonable advances as may be requested by the
<PAGE>   12
                                                                               9



             Guarantee Trustee; provided that, nothing contained in this
             Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee,
             upon the occurrence of an Event of Default, of its obligation to
             exercise the rights and powers vested in it by this Guarantee
             Agreement.

                        (vi)  The Guarantee Trustee shall not be bound to make
             any investigation into the facts or matters stated in any
             resolution, certificate, statement, instrument, opinion, report,
             notice, request, direction, consent, order, bond, debenture, note,
             other evidence of indebtedness or other paper or document, but the
             Guarantee Trustee, in its discretion, may make such further
             inquiry or investigation into such facts or matters as it may see
             fit.

                       (vii)  The Guarantee Trustee may execute any of the
             trusts or powers hereunder or perform any duties hereunder either
             directly or by or through its agents or attorneys, and the
             Guarantee Trustee shall not be responsible for any misconduct or
             negligence on the part of any such agent or attorney appointed
             with due care by it hereunder.

                      (viii)  Any action taken by the Guarantee Trustee or its
             agents hereunder shall bind the holders, and the signature of the
             Guarantee Trustee or its agents alone shall be sufficient and
             effective to perform such action.  No third party shall be
             required to inquire as to the authority of the Guarantee Trustee
             to so act or as to its compliance with any of the terms and
             provisions of this Guarantee Agreement, both of which shall be
             conclusively evidenced by the Guarantee's or its agent's taking
             such action.

                        (ix)  Whenever in the administration of this Guarantee
             Agreement the Guarantee Trustee shall deem it desirable to receive
             instructions with respect to enforcing any remedy or right or
             taking any other action hereunder, the Guarantee Trustee (A) may
             request instructions from the Holders of a Majority in Liquidation
             Amount of the Securities, (B) may refrain from enforcing such
             remedy or right or taking such other action until such
             instructions are received, and (C) shall be protected in acting in
             accordance with such instructions.

                      (b)  No provision of this Guarantee Agreement shall be
     deemed to impose any duty or obligation on the Guarantee Trustee to
     perform any act or acts or exercise any right, power, duty or obligation
     conferred or imposed on it in any jurisdiction in which it shall be
     illegal, or in which the Guarantee Trustee shall be unqualified or
     incompetent in accordance with applicable law, to perform any such act or
     acts or to exercise any such right, power, duty or obligation.  No
     permissive power or authority available to the Guarantee Trustee shall be
     construed to be a duty to act in accordance with such power and authority.

                      Section 3.3.  Indemnity.

                      The Guarantor agrees to indemnify the Guarantee Trustee
     for, and to hold it harmless against, any loss, liability or expense
     incurred without negligence or bad faith on the part of the Guarantee
     Trustee, arising out of or in connection with the acceptance or
<PAGE>   13
                                                                              10



     administration of this Guarantee Agreement, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.
     The Guarantee Trustee will not claim or exact any lien or charge on any
     Guarantee Payments as a result of any amount due to it under this
     Guarantee Agreement.


                        ARTICLE IV.  GUARANTEE TRUSTEE

                      Section 4.1.  Guarantee Trustee: Eligibility.

                      (a)  There shall at all times be a Guarantee Trustee 
     which shall:

                        (i)  not be an Affiliate of the Guarantor; and

                        (ii)  be a Person that is eligible pursuant to the
             Trust Indenture Act to act as such and has a combined capital and
             surplus of at least $50,000,000, and shall be a corporation
             meeting the requirements of Section 310(c) of the Trust Indenture
             Act.  If such corporation publishes reports of condition at least
             annually, pursuant to law or to the requirements of the
             supervising or examining authority, then, for the purposes of this
             Section and to the extent permitted by the Trust Indenture Act,
             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.

                      (b)  If at any time the Guarantee Trustee shall cease to
     be eligible to so act under Section 4.1(a), the Guarantee Trustee shall
     immediately resign in the manner and with the effect set out in Section
     4.2(c).

                      (c)  If the Guarantee Trustee has or shall acquire any
     "conflicting interest" within the meaning of Section 310(b) of the Trust
     Indenture Act, the Guarantee Trustee and Guarantor shall in all respects
     comply with the provisions of Section 310(b) of the Trust Indenture Act.

                      Section 4.2.  Appointment, Removal and Resignation of 
     the Guarantee Trustee.

                      (a)  Subject to Section 4.2(b), the Guarantee Trustee may
     be appointed or removed without cause at any time by the Guarantor.

                      (b)  The Guarantee Trustee shall not be removed until a
     Successor Guarantee Trustee has been appointed and has accepted such
     appointment by written instrument executed by such Successor Guarantee
     Trustee and delivered to the Guarantor.

                      (c)  The Guarantee Trustee appointed hereunder shall hold
     office until a Successor Guarantee Trustee shall have been appointed or
     until its removal or resignation.  The Guarantee Trustee may resign from
     office (without need for prior or subsequent accounting) by an instrument
     in writing executed by the Guarantee Trustee and delivered to 

<PAGE>   14
                                                                              11


     the Guarantor, which resignation shall not take effect until a Successor
     Guarantee Trustee has been appointed and has accepted such appointment by
     instrument in writing executed by such Successor Guarantee Trustee and
     delivered to the Guarantor and the resigning Guarantee Trustee.

                      (d)  If no Successor Guarantee Trustee shall have been
     appointed and accepted appointment as provided in this Section 4.2 within
     60 days after delivery to the Guarantor of an instrument of resignation,
     the resigning Guarantee Trustee may petition, at the expense of the
     Guarantor, any court of competent jurisdiction for appointment of a
     Successor Guarantee Trustee.  Such court may thereupon, after prescribing
     such notice, if any, as it may deem proper, appoint a Successor Guarantee
     Trustee.


                               ARTICLE V.  GUARANTEE

                      Section 5.1.  Guarantee.

                      The Guarantor irrevocably and unconditionally agrees to
     pay in full to the Holders the Guarantee Payments (without duplication of
     amounts theretofore paid by or on behalf of the Issuer), as and when due,
     regardless of any defense, right of set-off or counterclaim which the
     Issuer may have or assert.  The Guarantor's obligation to make a Guarantee
     Payment may be satisfied by direct payment of the required amounts by the
     Guarantor to the Holders or by causing the Issuer to pay such amounts to
     the Holders.

                      Section 5.2.  Waiver of Notice and Demand.

                      The Guarantor hereby waives notice of acceptance of the
     Guarantee Agreement and of any liability to which it applies or may apply,
     presentment, demand for payment, any right to require a proceeding first
     against the Guarantee Trustee, Issuer or any other Person before
     proceeding against the Guarantor, protest, notice of nonpayment, notice of
     dishonor, notice of redemption and all other notices and demands.

                      Section 5.3.  Obligations Not Affected.

                      The obligations, covenants, agreements and duties of the
     Guarantor under this Guarantee Agreement shall in no way be affected or
     impaired by reason of the happening from time to time of any of the
     following:

                      (a)  the release or waiver, by operation of law or
             otherwise, of the performance or observance by the Issuer of any
             express or implied agreement, covenant, term or condition relating
             to the Securities to be performed or observed by the Issuer;

                      (b)  the extension of time for the payment by the Issuer
             of all or any portion of the Distributions (other than an
             extension of time for payment of Distributions that results from
             the extension of any interest payment period on the Debentures as
             so provided in the Indenture), Redemption Price, Liquidation
             Distribution or any other
<PAGE>   15
                                                                              12



             sums payable under the terms of the Securities or the extension of
             time for the performance of any other obligation under, arising
             out of, or in connection with, the Securities;

                      (c)  any failure, omission, delay or lack of diligence on
             the part of the Holders to enforce, assert or exercise any right,
             privilege, power or remedy conferred on the Holders pursuant to
             the terms of the Securities, or any action on the part of the
             Issuer granting indulgence or extension of any kind;

                      (d)  the voluntary or involuntary liquidation,
             dissolution, sale of any collateral, receivership, insolvency,
             bankruptcy, assignment for the benefit of creditors,
             reorganization, arrangement, composition or readjustment of debt
             of, or other similar proceedings affecting, the Issuer or any of
             the assets of the Issuer;

                      (e)  any invalidity of, or defect or deficiency in, the 
             Securities;

                      (f)  the settlement or compromise of any obligation 
             guaranteed hereby or hereby incurred; or

                      (g)  any other circumstance whatsoever that might
             otherwise constitute a legal or equitable discharge or defense of
             a guarantor, it being the intent of this Section 5.3 that the
             obligations of the Guarantor hereunder shall be absolute and
             unconditional under any and all circumstances.

                      There shall be no obligation of the Holders to give
     notice to, or obtain the consent of, the Guarantor with respect to the
     happening of any of the foregoing.

                      Section 5.4.  Rights of Holders.

                      The Guarantor expressly acknowledges that: (i) this
     Guarantee Agreement will be deposited with the Guarantee Trustee to be
     held for the benefit of the Holders; (ii) the Guarantee Trustee has the
     right to enforce this Guarantee Agreement on behalf of the Holders; (iii)
     the Holders of a Majority in liquidation preference of the Securities have
     the right to direct the time, method and place of conducting any
     proceeding for any remedy available to the Guarantee Trustee in respect of
     this Guarantee Agreement or exercising any trust or power conferred upon
     the Guarantee Trustee under this Guarantee Agreement; and (iv) if the
     Guarantee Trustee fails to enforce this Guarantee Agreement after a Holder
     has made a written request for the Guarantee Trustee to do so, any Holder
     may, to the extent permitted by law, institute a legal proceeding directly
     against the Guarantor to enforce its rights under this Guarantee
     Agreement, without first instituting a legal proceeding against the
     Guarantee Trustee, the Issuer or any other Person.  Notwithstanding the
     foregoing, if the Guarantor has failed to make a Guarantee Payment, a
     Holder may directly institute a proceeding against the Guarantor for
     enforcement of this Guarantee Agreement for such payment.  The Guarantor
     waives, any right or remedy to require that any action on this Guarantee
     Agreement be brought first against the Issuer or any other Person or
     entity before proceeding directly against the Guarantor.
<PAGE>   16
                                                                              13




                      Section 5.5.  Guarantee of Payment.

                      This Guarantee Agreement creates a guarantee of payment
     and not of collection.  This Guarantee Agreement will not be discharged
     except by payment of the Guarantee Payments in full (without duplication
     of amounts theretofore paid by the Issuer) or upon distribution of
     Debentures to Holders as provided in the Trust Agreement.

                      Section 5.6.  Subrogation.

                      The Guarantor shall be subrogated to all (if any) rights
     of the Holders against the Issuer in respect of any amounts paid to the
     Holders by the Guarantor under this Guarantee Agreement and shall have the
     right to waive payment by the Issuer pursuant to Section 5.1; provided,
     however, that the Guarantor shall not (except to the extent required by
     mandatory provisions of law) be entitled to enforce or exercise any rights
     which it may acquire by way of subrogation or any indemnity, reimbursement
     or other agreement, in all cases as a result of payment under this
     Guarantee Agreement, if at the time of any such payment, any amounts are
     due and unpaid under this Guarantee Agreement.  If any amount shall be
     paid to the Guarantor in violation of the preceding sentence, the
     Guarantor agrees to hold such amount in trust for the Holders and to pay
     over such amount to the Holders.

                      Section 5.7.  Independent Obligations.

                      The Guarantor acknowledges that its obligations hereunder
     are independent of the obligations of the Issuer with respect to the
     Securities and that the Guarantor shall be liable as principal and as
     debtor hereunder to make Guarantee Payments pursuant to the terms of this
     Guarantee Agreement notwithstanding the occurrence of any event referred
     to in subsections (a) through (g), inclusive, of Section 5.3 hereof.


                     ARTICLE VI.  COVENANTS AND SUBORDINATION

                      Section 6.1.  Subordination.

                      This Guarantee Agreement will constitute an unsecured
     obligation of the Guarantor and will rank subordinate and junior in right
     of payment to all Senior Indebtedness and Subordinated Indebtedness of the
     Guarantor.  If an Event of Default has occurred and is continuing under
     the Trust Agreement, the rights of the holders of the Common Securities to
     receive Guarantee Payments hereunder shall be subordinated to the rights
     of the holders of Preferred Securities to receive Guarantee Payments under
     this Guarantee.

                      Section 6.2.  Pari Passu Guarantees.

                      This Guarantee Agreement shall rank pari passu with any
     similar Guarantee Agreements issued by the Guarantor on behalf of the
     holders of Preferred Securities issued by Associates First Capital Trust
     __ and Associates First Capital Trust __.
<PAGE>   17
                                                                              14




                             ARTICLE VII.  TERMINATION

                      Section 7.1.  Termination.

                      This Guarantee Agreement shall terminate and be of no
     further force and effect upon (i) full payment of the Redemption Price of
     all Securities, (ii) the distribution of Debentures to the Holders in
     exchange for all of the Securities or (iii) full payment of the amounts
     payable in accordance with the Trust Agreement upon liquidation of the
     Issuer.  Notwithstanding the foregoing, this Guarantee Agreement will
     continue to be effective or will be reinstated, as the case may be, if at
     any time any Holder must restore payment of any sums paid with respect to
     Preferred Securities or this Guarantee Agreement.


                           ARTICLE VIII.  MISCELLANEOUS

                      Section 8.1.  Successors and Assigns.

                      All guarantees and agreements contained in this Guarantee
     Agreement shall bind the successors, assigns, receivers, trustees and
     representatives of the Guarantor and shall inure to the benefit of the
     Holders of the Securities then outstanding.  Except in connection with a
     consolidation, merger or sale involving the Guarantor that is permitted
     under Article ___ of the Indenture and pursuant to which the assignee
     agrees in writing to perform the Guarantor's obligations hereunder, the
     Guarantor shall not assign its obligations hereunder.

                      Section 8.2.  Amendments.

                      Except with respect to any changes which do not adversely
     affect the rights of the Holders in any material respect (in which case no
     consent of the Holders will be required), this Guarantee Agreement may
     only be amended with the prior approval of the Holders of not less than a
     Majority in liquidation preference of all the outstanding Preferred
     Securities.  The provisions of Article VI of the Trust Agreement
     concerning meetings of the Holders shall apply to the giving of such
     approval.

                      Section 8.3.  Notices.

                      Any notice, request or other communication required or
     permitted to be given hereunder shall be in writing, duly signed by the
     party giving such notice, and delivered, telecopied or mailed by first
     class mail as follows:

                      (a)  if given to the Guarantee Trustee, at the Guarantee
             Trustee's mailing address set forth below (or such other address
             as the Guarantee Trustee may give notice of to the Guarantor and
             the Holders):
<PAGE>   18
                                                                              15



                      The Chase Manhattan Bank
                      450 West 33rd St.
                      NY, NY 10001
                      Facsimile No.: 212-946-8161
                      Attention:

                      (b)  if given to the Guarantor, to the address set forth
             below or such other address, facsimile number or to the attention
             of such other Person as the Guarantor may give notice to the
             Holders of the Preferred Securities:

                      Associates First Capital Corporation
                      250 East Carpenter Freeway
                      Irving, Texas 75062
                      Facsimile No.:
                      Attention: Treasurer

                      (c)  if given to the Issuer, in care of the Guarantee
             Trustee, at the Issuer's (and the Guarantee Trustee's) address set
             forth below or such other address as the Guarantee Trustee on
             behalf of the Issuer may give notice to the Holders:

                      Associates First Capital Trust __
                      c/o Associates First Capital Corporation
                      250 East Carpenter Freeway
                      Irving, Texas 75062
                      Facsimile No.:
                      Attention: Treasurer

             with a copy to:
                      The Chase Manhattan Bank
                      450 West 33rd St.
                      New York, NY 10001
                      Facsimile No.: 212-946-8161
                      Attention:

                      (d)  if given to any Holder, at the address set forth on
     the books and records of the Issuer.

                      All notices hereunder shall be deemed to have been given
     when received in person, telecopied with receipt confirmed, or mailed by
     first class mail, postage prepaid, except that if a notice or other
     document is refused delivery or cannot be delivered because of a changed
     address of which no notice was given, such notice or other document shall
     be deemed to have been delivered on the date of such refusal or inability
     to deliver.

                      Section 8.4.  Benefit.

                      This Guarantee Agreement is solely for the benefit of the
     Holders and is not separately transferable from the Preferred Securities.
<PAGE>   19
                                                                              16




                      Section 8.5.  Interpretation.

                      In this Guarantee Agreement, unless the context otherwise
     requires:

                      (a)  capitalized terms used in this Guarantee Agreement
             but not defined in the preamble hereto have the respective
             meanings assigned to them in Section 1.1;

                      (b)  a term defined anywhere in this Guarantee Agreement
             has the same meaning throughout;

                      (c)  all references to "the Guarantee Agreement" or "this
             Guarantee Agreement" are to this Guarantee Agreement as modified,
             supplemented or amended from time to time;

                      (d)  all references in this Guarantee Agreement to
             Articles and Sections are to Articles and Sections of this
             Guarantee Agreement unless otherwise specified;

                      (e)  a term defined in the Trust Indenture Act has the
             same meaning when used in this Guarantee Agreement unless
             otherwise defined in this Guarantee Agreement or unless the
             context otherwise requires;

                      (f)  a reference to the singular includes the plural and
             vice versa; and
        
                      (g)  the masculine, feminine or neuter genders used
             herein shall include the masculine, feminine and neuter genders.

                      Section 8.6.  Governing Law.

                      THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND
     CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
     YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

                      This instrument may be executed in any number of
     counterparts, each of which so executed shall be deemed to be an original,
     but all such counterparts shall together constitute but one and the same
     instrument.
<PAGE>   20
                                                                              17




                      THIS GUARANTEE AGREEMENT is executed as of the day and
year first above written.

                                       ASSOCIATES FIRST CAPITAL
                                         CORPORATION
                                       
                                       
                                       By:                            
                                          --------------------------------------
                                           Name:
                                           Title:
                                       
                                       
                                       THE CHASE MANHATTAN BANK,
                                         as Guarantee Trustee
                                       
                                       
                                       By:                            
                                          --------------------------------------
                                           Name:
                                           Title: