CONTROL AGREEMENT

Exhibit 99.4

EXECUTION COPY

AMERICAN HONDA RECEIVABLES CORP.,
as Seller,

HONDA AUTO RECEIVABLES 2009-3 OWNER TRUST,
as Initial Secured Party,

AMERICAN HONDA FINANCE CORPORATION,
as Servicer

CITIBANK, N.A.,
as Indenture Trustee,
as Assignee-Secured Party,

and

CITIBANK, N.A.,
as Securities Intermediary

CONTROL AGREEMENT

Dated as of July 1, 2009

TABLE OF CONTENTS

     This Control Agreement, dated as of July 1, 2009 (this “ Agreement ”), is among American Honda Receivables Corp. (the “ Seller ”), Honda Auto Receivables 2009-3 Owner Trust (the “ Initial Secured Party ”), American Honda Finance Corporation (the “Servicer”), Citibank, N.A., as indenture trustee (the “ Assignee-Secured Party ”), and Citibank, N.A., as securities intermediary (the “ Securities Intermediary ”).

RECITALS

     WHEREAS, pursuant to the Sale and Servicing Agreement, the Seller has transferred to the Initial Secured Party, investment property consisting of Securities Accounts (hereinafter defined), related securities entitlements and the financial assets and other investment property from time to time included therein (collectively, the “Investment Property”).

     WHEREAS, the Initial Secured Party has pledged and assigned its rights in the Investment Property to the Assignee-Secured Party pursuant to the Indenture to secure payment of the Notes;

     WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to the Investment Property shall be transferred back to the Initial Secured Party;

     WHEREAS, the parties hereto desire (i) that the security interest of the Assignee-Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the UCC and (ii) to make provision for the perfection in a similar manner of the Initial Secured Party’s security interest following release of the lien of the Indenture.

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

     Section 1.01. General Definitions . Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

     “ Agreement ” has the meaning set forth in the Preamble.

     “ Assignee-Secured Party ” has the meaning set forth in the Preamble.

     “ Entitlement Holder ” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

     “ Indenture ” means the Indenture, dated as of July 1, 2009, between the Initial Secured Party and the Assignee-Secured Party.

     “ Initial Secured Party ” has the meaning set forth in the Preamble.

     “ Notes ” has the meaning set forth in the Indenture.

     “ Person ” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

     “ Securities Accounts ” means account number 108103 in the name “Honda Auto 2009-3 Owner Trust Reserve Fund Account” and account number 108104 in the name “Honda Auto 2009-3 Owner Trust Yield Supplement Account”, established with the Securities Intermediary, or an affiliate thereof, pursuant to the Indenture, together with any successor accounts established pursuant to the Indenture, or, after release of the lien of the Indenture, the Trust Agreement.

     “ Sale and Servicing Agreement ” means the Sale and Servicing Agreement, dated as of July 1, 2009, between the Seller and the Initial Secured Party.

     “ Secured Obligations ” has the meaning set forth in the Sale and Servicing Agreement.

     “ Servicer ” has the meaning set forth in the Preamble.

     “ Seller ” has the meaning set forth in the Preamble.

     “ Trust Agreement ” means the trust agreement dated June 10, 2009, as amended and restated on July 14, 2009, among the Seller, Union Bank, N.A., as owner trustee (not in its individual capacity, but solely as owner trustee, the “Owner Trustee”) and U.S. Bank Trust National Association, as Delaware trustee (the “Delaware Trustee”).

     “ UCC ” means the Uniform Commercial Code as in effect in the State of New York on the date hereof.

     Section 1.02. Incorporation of UCC by Reference . Except as otherwise specified herein or as the context may otherwise require, all terms used in this Agreement not otherwise defined herein which are defined in the UCC shall have the meanings assigned to them in the UCC.

ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

     Section 2.01. Establishment of Securities Accounts . The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established the Securities Accounts listed in the definition thereof, (ii) each Securities Account is an account to which financial assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Assignee-Secured Party as entitled to exercise the rights that comprise any financial asset credited to each Securities Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Assignee-Secured Party or the Initial Secured

Party for deposit to one of the Securities Accounts will promptly be credited to that Securities Account and (v) all securities or other property underlying any financial assets credited to any of the Securities Accounts shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to any Securities Account be registered in the name of the Seller, payable to the order of the Seller or specially endorsed to the Seller except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

     Section 2.02. “Financial Assets” Election . The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to each Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

     Section 2.03. Entitlement Orders . If at any time the Securities Intermediary shall receive any written order from the Assignee-Secured Party directing transfer or redemption of any financial asset relating to any Securities Account, the Securities Intermediary shall comply with such order without further consent by the Seller, the Servicer, the Initial Secured Party or any other Person. If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the lien of the Indenture has been released, the Securities Intermediary shall thereafter comply with orders with respect to directing transfer or redemption of any financial asset relating to any Securities Account from the Initial Secured Party without further consent by the Seller, the Servicer or any other Person. The Securities Intermediary shall have no obligation to transfer or redeem the financial assets credited to the Securities Accounts, and shall be fully protected in refraining from making any such transfer or redemption in the absence of such Entitlement Orders, or prior to the receipt of any Entitlement Order.

     Section 2.04. Subordination of Lien, Waiver of Set-Off . In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that the Securities Intermediary may set off against amounts on de