Exhibit 4.3(B)

                                                         Form of Trust Agreement


          TRUST AGREEMENT, dated as of __________ __, 2002, between Chase
Manhattan Bank USA, National Association, as Seller, and Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee"). The Seller and the Owner
Trustee hereby agree as follows:

          1. The trust created hereby shall be known as "Chase Manhattan Auto
Owner Trust 200_-_", in which name the Owner Trustee may engage in the
transactions contemplated hereby, make and execute contracts, and sue and be
sued.

          2. The Seller hereby assigns, transfers, conveys and sets over to
the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt
of such amount in trust from the Seller, which amount shall constitute the
initial trust estate. The Owner Trustee hereby declares that it will hold the
trust estate in trust for the Seller. 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. ss.3801 et seq., and that this
document constitutes the governing instrument of the Trust. The Owner Trustee
is hereby authorized and directed to execute and file a certificate of trust
with the Delaware Secretary of State in the form attached hereto.

          3. The Seller and the Owner Trustee will enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Owner Trustee shall
not have any duty or obligation hereunder or with respect to the trust estate,
except upon the written direction of the Seller to take such action as
determined by the Seller to be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise.

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

          5. The Owner Trustee may resign upon thirty days prior notice to the
Seller.






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

                                      CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION, as Seller



                                      By:  ______________________________
                                           Name:
                                           Title:



                                      WILMINGTON TRUST COMPANY, not
                                      in its individual capacity but solely as
                                      Owner Trustee



                                      By:  ______________________________
                                           Name:
                                           Title:

                                          2









                                                              Attachment to the
                                                                Trust Agreement




                            CERTIFICATE OF TRUST OF
                    Chase Manhattan Auto Owner Trust 200_-_


          This Certificate of Trust of Chase Manhattan Auto Owner Trust 200_-_
(the "Trust"), dated as of __________ __, 200_ is being duly executed and
filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee,
to form a business trust under the Delaware Business Trust Act (12 Del. C.
ss.3801 et seq.).

          1. Name. The name of the business trust formed hereby is Chase
Manhattan Auto Owner Trust 200_-_.

          2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is WILMINGTON TRUST COMPANY, Rodney Square
North, 1100 North Market Square, Wilmington, Delaware 19890-0001, Attn:
Corporate Trust Administration.

          3. This Certificate of Trust shall be effective as of the date
filed.

          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.

                                          WILMINGTON TRUST COMPANY, not
                                          in its individual capacity but solely
                                          as trustee of the Trust



                                          By:   ______________________________
                                                Name:
                                                Title: