EX-4.1.3







EXHIBIT 4.1.3



 




NATIONAL CITY CREDIT CARD MASTER NOTE TRUST




as Issuer




and




THE BANK OF NEW YORK




as Indenture Trustee




SERIES 2008-3 INDENTURE SUPPLEMENT




dated as of May 28, 2008




to




INDENTURE




dated as of August 23, 2005



 



 









 





TABLE OF CONTENTS




	 	 	 
	 	 	Page
	ARTICLE I
	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 
	 
	 	 
	Section 1.01. Definitions
	 	  1
	Section 1.02. Governing Law
	 	12
	Section 1.03. Counterparts
	 	12
	Section 1.04. Ratification of Indenture
	 	12
	 
	 	 
	ARTICLE II
	 	 
	THE NOTES
	 	 
	 
	 	 
	Section 2.01. Creation and Designation
	 	13
	Section 2.02. Form of Delivery of the Class A Notes; Depository; Denominations
	 	13
	Section 2.03. Form of Delivery of the Class B Notes and Class C Notes; Denominations
	 	13
	Section 2.04. Delivery and Payment for the Series 2008-3 Notes
	 	14
	Section 2.05. Restrictions on Transfer of the Class B Notes and the Class C Notes
	 	14
	 
	 	 
	ARTICLE III
	 	 
	ALLOCATIONS, DEPOSITS AND PAYMENTS
	 	 
	 
	 	 
	Section 3.01. Allocations of Series 2008-3 Finance Charge Amounts
	 	15
	Section 3.02. Determination of Monthly Interest
	 	16
	Section 3.03. Amounts to be Treated as Series 2008-3 Finance Charge Amounts; Other
Deposits to the Collection Account
	 	17
	Section 3.04. Allocations of Reductions from Investor Charge-Offs to the Nominal
Liquidation Amount due to Investor Charge-Offs
	 	18
	Section 3.05. Allocations of Reimbursements of Nominal Liquidation Amount Deficits
	 	18
	Section 3.06. Application of Series 2008-3 Available Principal Amounts
	 	19
	Section 3.07. Computation of Reductions to the Nominal Liquidation Amount from Reallocations of
Series 2008-3 Available Principal Amounts
	 	20
	Section 3.08. Targeted Deposits of Series 2008-3 Available Principal Amounts to the
Principal Funding Account
	 	20
	Section 3.09. Amounts to be Treated as Series 2008-3 Available Principal Amounts; Other
Deposits to the Principal Funding Account
	 	21
	Section 3.10. Withdrawals from Principal Funding Account
	 	22
	Section 3.11. Calculation of Nominal Liquidation Amount
	 	22
	Section 3.12. Sale of Receivables
	 	24






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TABLE OF CONTENTS

(continued)




	 	 	 
	 	 	Page
	Section 3.13. Targeted Deposits to the Spread Account
	 	25
	Section 3.14. Withdrawals from the Spread Account
	 	25
	Section 3.15. Targeted Deposits to the Reserve Account
	 	26
	Section 3.16. Withdrawals from the Reserve Account
	 	26
	Section 3.17. Excess Finance Charge Amounts Sharing
	 	26
	Section 3.18. Excess Principal Amount Sharing
	 	26
	Section 3.19. Payments of Interest and Principal
	 	27
	Section 3.20. Calculation Agent; Determination of LIBOR
	 	27
	 
	 	 
	ARTICLE IV
	 	 
	EARLY REDEMPTION OF NOTES
	 	 
	 
	 	 
	Section 4.01. Early Redemption Events
	 	29
	 
	 	 
	ARTICLE V
	 	 
	ACCOUNTS AND INVESTMENTS
	 	 
	 
	 	 
	Section 5.01. Accounts
	 	30
	 
	 	 
	ARTICLE VI
	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 
	 
	 	 
	Section 6.01. Issuer’s Representations and Warranties
	 	31






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EXHIBITS




	 	 	 
	EXHIBIT A-1

	 	[FORM OF] CLASS A NOTE
	 
	 	 
	EXHIBIT A-2

	 	[FORM OF] CLASS B NOTE
	 
	 	 
	EXHIBIT A-3

	 	[FORM OF] CLASS C NOTE
	 
	 	 
	EXHIBIT B

	 	[FORM OF] SERIES 2008-3 SCHEDULE TO PAYMENT INSTRUCTIONS
	 
	 	 
	EXHIBIT C

	 	[FORM OF] SERIES 2008-3 SCHEDULE TO MONTHLY NOTEHOLDERS’ STATEMENT






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          This SERIES 2008-3 INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, a statutory trust created under the laws of the State
of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890, and THE BANK OF NEW YORK, a New York banking corporation
(the “Indenture Trustee”), is made and entered into as of May 28, 2008.




          Pursuant to this Indenture Supplement, the Issuer and the Trust shall create a new series of
Notes and shall specify the principal terms thereof.




ARTICLE I




Definitions and Other Provisions of General Application




     Section 1.01. Definitions. For all purposes of this Indenture Supplement, except as
otherwise expressly provided or unless the context otherwise requires:




	 	(1)	 	the terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;
	 
	 	(2)	 	all other terms used herein which are defined in the Indenture
(as defined in this Section 1.01), either directly or by reference therein,
have the meanings assigned to them therein;
	 
	 	(3)	 	all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States of America at the date of such
computation;
	 
	 	(4)	 	all references in this Indenture Supplement to designated
“Articles,” “Sections” and other subdivisions are to the designated Articles,
Sections and other subdivisions of this Indenture Supplement as originally
executed. The words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture Supplement as a whole and not to any
particular Article, Section or other subdivision;
	 
	 	(5)	 	in the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Indenture Supplement shall be
controlling;
	 
	 	(6)	 	each capitalized term defined herein shall relate only to the
Series 2008-3 Notes and no other Series of Notes issued by the Issuer; and
	 
	 	(7)	 	“including” and words of similar import will be deemed to be
followed by “without limitation.”




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          “Accumulation Commencement Date” means, May 1, 2010; provided,
however, that, if the Accumulation Period Length is less than twelve (12) months, the
Accumulation Commencement Date will be the first Business Day of the month that is the number of
whole months prior to the Scheduled Principal Payment Date at least equal to the Accumulation
Period Length and, as a result, the number of Monthly Periods during the period from the
Accumulation Commencement Date to the Scheduled Principal Payment Date will at least equal the
Accumulation Period Length.




          “Accumulation Period Factor” means, for each Monthly Period, a fraction, the numerator
of which is equal to the sum of the initial Invested Amounts of all outstanding Series (as defined
in the Pooling and Servicing Agreement) of Investor Certificates including the Collateral
Certificate, and the denominator of which is equal to the sum of (a) the Initial Dollar Principal
Amount of the Series 2008-3 Notes, (b) the initial Invested Amounts of all outstanding Series of
Investor Certificates issued by the Master Trust (other than the Collateral Certificate) which are
not expected to be in their revolving periods (as such terms are defined in the Pooling and
Servicing Agreement and any Supplements thereto), (c) the initial Invested Amounts of all
outstanding Series of Investor Certificates issued by the Master Trust (other than the Collateral
Certificate) which are not allocating Shared Principal Collections to other Series of Investor
Certificates issued by the Master Trust and are in their revolving periods (as such terms are
defined in the Pooling and Servicing Agreement and any Supplements thereto), and (d) the Initial
Dollar Principal Amount of any Series of notes (other than the Series 2008-3 Notes) of the Issuer
for which amounts are targeted to be deposited into a principal funding account with respect to
such Monthly Period; provided, however, that this definition may be changed at any
time if the Note Rating Agencies provide prior written confirmation that a Ratings Effect will not
occur with respect to such change.




          “Accumulation Period Length” is defined in Section 3.08(b)(ii).




          “Adjusted Outstanding Dollar Principal Amount” means, at any time, (i) with respect to
the Class A Notes, an amount, not less than zero, equal to the Outstanding Dollar Principal Amount
of the Class A Notes at such time, minus the aggregate amount on deposit in the Principal Funding
Account, (ii) with respect to the Class B Notes, an amount, not less than zero, equal to the
Outstanding Dollar Principal Amount of the Class B Notes at such time, minus the excess, if any, of
the aggregate amount on deposit in the Principal Funding Account over the Outstanding Dollar
Principal Amount of the Class A Notes at such time, (iii) with respect to the Class C Notes, an
amount, not less than zero, equal to the Outstanding Dollar Principal Amount of the Class C Notes
at such time, minus the excess, if any, of the aggregate amount on deposit in the Principal Funding
Account over the sum of the Outstanding Dollar Principal Amount of the Class A Notes and the
Outstanding Dollar Principal Amount of the Class B Notes at such time, and (iv) with respect to the
Series 2008-3 Notes, the sum of the Adjusted Outstanding Dollar Principal Amount of the Class A
Notes, the Adjusted Outstanding Dollar Principal Amount of the Class B Notes and the Adjusted
Outstanding Dollar Principal Amount of the Class C Notes, each at such time.




          “Aggregate Investor Default Amount” is defined in the Series 2005-CC Supplement.




2









 








          “Aggregate Series Finance Charge Shortfall” means the sum of the Series Finance Charge
Shortfalls (as such term is defined in each of the related Indenture Supplements) for each Excess
Finance Charge Sharing Series in Excess Finance Charge Sharing Group A.




          “Aggregate Series Principal Amounts Shortfall” means the sum of the Series Principal
Amounts Shortfalls (as such term is defined in each of the related Indenture Supplements) for each
Excess Principal Amounts Sharing Series in Excess Principal Amounts Sharing Group A.




          “Available Spread Account Amount” means, with respect to any Distribution Date, an
amount equal to the lesser of (a) the amount on deposit in the Spread Account (exclusive of Spread
Account Investment Earnings) on such date (before giving effect to any deposit to, or withdrawal
from, the Spread Account made or to be made with respect to such date) and (b) the Required Spread
Account Amount for such Distribution Date.




          “Available Reserve Account Amount” means, with respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Account on such date (after taking into account
any interest and earnings retained in the Reserve Account pursuant to Section 403 of the
Indenture on such date, but before giving effect to any deposit made or to be made pursuant to
Section 3.01(g) to the Reserve Account on such date) and (b) the Required Reserve Account
Amount.




          “Base Rate” means, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly
Interest, the Class B Monthly Interest, the Class C Monthly Interest and the Series 2008-3 Monthly
Servicing Fee with respect to the related Distribution Date and the denominator of which is the
Nominal Liquidation Amount for Series 2008-3 as of the last day of the preceding Monthly Period.




          “Class A Additional Interest” shall have the meaning specified in Section
3.02(a).




          “Class A Interest Shortfall” shall have the meaning specified in Section
3.02(a).




          “Class A Monthly Interest” shall have the meaning specified in Section
3.02(a).




          “Class A Note” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-1.




          “Class A Note Rate” means, with respect to the Class A Notes, for the period from and
including the Closing Date through but excluding July 15, 2008, and for each Interest Period
thereafter, a per annum rate of 1.80% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed and a 360-day year.




          “Class A Noteholder” means the Person in whose name a Class A Note is registered in
the Note Register.




          “Class B Additional Interest” shall have the meaning specified in Section
3.02(b).




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          “Class B Interest Shortfall” shall have the meaning specified in Section
3.02(b).




          “Class B Monthly Interest” shall have the meaning specified in Section
3.02(b).




          “Class B Note” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-2.




          “Class B Note Purchase Agreement” shall mean the Class B Note Purchase Agreement dated
as of May 28, 2008, by and among the Issuer, National City Bank, as originator and as beneficiary
of the Issuer, and the Class B Noteholder, and all amendments and supplements thereto.




          “Class B Note Rate” means, with respect to the Class B Notes, for the period from and
including the Closing Date through but excluding July 15, 2008, and for each Interest Period
thereafter, a per annum rate of 4.50% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed and a 360-day year.




          “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.




          “Class C Additional Interest” shall have the meaning specified in Section
3.02(c).




          “Class C Interest Shortfall” shall have the meaning specified in Section
3.02(c).




          “Class C Monthly Interest” shall have the meaning specified in Section
3.02(c).




          “Class C Note” means any one of the Notes executed by the Issuer and authenticated by
or on behalf of the Indenture Trustee, substantially in the form of Exhibit A-3.




          “Class C Note Purchase Agreement” shall mean the Class C Note Purchase Agreement dated
as of May 28, 2008, by and among the Issuer, National City Bank, as originator and as beneficiary
of the Issuer, and the Class C Noteholder, and all amendments and supplements thereto.




          “Class C Note Rate” means, with respect to the Class C Notes, for the period from and
including the Closing Date through but excluding July 15, 2008, and for each Interest Period
thereafter, a per annum rate of 6.50% above LIBOR determined on the related LIBOR Determination
Date, calculated on the basis of actual days elapsed and a 360-day year.




          “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.




          “Closing Date” means May 28, 2008.




          “Controlled Accumulation Amount” means, for any Transfer Date, $8,571,500.00;
provided, however, that if the Accumulation Period Length with respect to such
Series is determined to be less than twelve (12) months pursuant to Section 3.08(b)(ii),
the Controlled Accumulation Amount for any Distribution Date will be equal to (i) the product of
(x)



4









 






the Initial Dollar Principal Amount of the Series 2008-3 Notes and (y) the Accumulation Period
Factor for such Monthly Period divided by (ii) the Required Accumulation Factor Number.




          “Covered Amount” means an amount, determined as of each Distribution Date with respect
to any Interest Period, equal to the sum of (a) the product of (i) a fraction, the numerator of
which is the actual number of days in such Interest Period and the denominator of which is 360,
times (ii) the Class A Note Rate in effect with respect to such Interest Period, times (iii) the
aggregate amount on deposit in the Principal Funding Account with respect to the Outstanding Dollar
Principal Amount of Class A Notes as of the Record Date preceding such Distribution Date, plus (b)
the product of (i) a fraction, the numerator of which is the actual number of days in such Interest
Period and the denominator of which is 360, times (ii) the Class B Note Rate in effect with respect
to such Interest Period, times (iii) the aggregate amount on deposit in the Principal Funding
Account with respect to the Outstanding Dollar Principal Amount of Class B Notes as of the Record
Date preceding such Distribution Date, plus (c) the product of (i) a fraction, the numerator of
which is the actual number of days in such Interest Period and the denominator of which is 360,
times (ii) the Class C Note Rate in effect with respect to such Interest Period, times (iii) the
aggregate amount on deposit in the Principal Funding Account with respect to the Outstanding Dollar
Principal Amount of Class C Notes as of the Record Date preceding such Distribution Date.




          “Excess Finance Charge Percentage” means, with respect to any Distribution Date, an
amount equal to the Portfolio Yield for the preceding Monthly Period minus the Base Rate for such
Monthly Period.




          “Finance Charge Receivables” is defined in the Pooling and Servicing Agreement.




          “Indenture” means the Indenture, dated as of August 23, 2005 (as the same may be
supplemented, modified or amended from time to time), between the Issuer and the Indenture Trustee.




          “Initial Dollar Principal Amount” means (i) with respect to the Series 2008-3 Notes,
$102,858,000, (ii) with respect to the Class A Notes, $90,000,000, (iii) with respect to the Class
B Notes, $6,172,000, and (iv) with respect to the Class C Notes, $6,686,000.




          “Interest Payment Date” means the fifteenth day of each month commencing July 15,
2008, or if such fifteenth day is not a Business Day, the next succeeding Business Day.




          “Interest Period” means, with respect to any Interest Payment Date, the period from
and including the previous Interest Payment Date (or in the case of the initial Interest Payment
Date, from and including the Issuance Date) through the day preceding such Interest Payment Date.




          “Investor Charge-Offs” means, with respect to any Distribution Date, the aggregate
amount, if any, by which the Series 2008-3 Investor Default Amount, if any, for the preceding
Monthly Period exceeds the Series 2008-3 Finance Charge Amounts for such Distribution Date
available after giving effect to clauses (a) through (d) of Section 3.01.




5









 








          “Issuance Date” means May 28, 2008.




          “Legal Maturity Date” means May 15, 2013.




          “LIBOR” means, for any Interest Period, the London interbank offered rate for
one-month United States dollar deposits determined by the Indenture Trustee for each Interest
Period in accordance with the provisions of Section 3.20.




          “LIBOR Determination Date” means (i) May 23, 2008 for the period from and including
the Closing Date through but excluding July 15, 2008, and (ii) thereafter, the second London
Business Day prior to the commencement of each Interest Period.




          “London Business Day” means any Business Day on which dealings in deposits in United
States dollars are transacted in the London interbank market.




          “Monthly Interest” means, with respect to any Distribution Date, the Class A Monthly
Interest, the Class B Monthly Interest and the Class C Monthly Interest for such Distribution Date.




          “Nominal Liquidation Amount” means, with respect to any Class of Series 2008-3 Notes,
the amount calculated pursuant to Section 3.11 of this Indenture Supplement. The Nominal
Liquidation Amount for the Series 2008-3 will be the sum of the Nominal Liquidation Amounts of all
of the Classes of Notes of the Series 2008-3.




          “Nominal Liquidation Amount Deficit” means, with respect to any Class of Series 2008-3
Notes, the excess of the Adjusted Outstanding Dollar Principal Amount of that Class over the
Nominal Liquidation Amount of that Class.




          “Outstanding Dollar Principal Amount” means, at any time, (i) with respect to any
Class of Series 2008-3 Notes, the Initial Dollar Principal Amount of such Class of Series 2008-3
Notes at such time, less the amount of any withdrawals from the Principal Funding Account for the
Series 2008-3 Notes for payment of principal to the Holders of such Class of Notes and (ii) with
respect to the Series 2008-3 Notes, the sum of the Outstanding Dollar Principal Amount of the Class
A Notes, the Outstanding Dollar Principal Amount of the Class B Notes and the Outstanding Dollar
Principal Amount of the Class C Notes, each at such time.




          “Paying Agent” means The Bank of New York.




          “Portfolio Adjusted Yield” means, with respect to any Transfer Date, the average of
the percentages obtained for each of the three preceding Monthly Periods by subtracting the Base
Rate from the Portfolio Yield for such Monthly Period.




          “Portfolio Yield” means, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is (a) the amount of Finance Charge Amounts
allocated to Series 2008-3 pursuant to Section 501 of the Indenture, plus (b) the Principal
Funding Investment Proceeds on the distribution date related to such Monthly Period plus (c) the
amount of the Reserve Draw Amount (up to the Available Reserve Account Amount) plus any amounts of
interest and earnings described in Section 403 of the Indenture, each




6









 







deposited into the Collection Account on the Distribution Date relating to such Monthly
Period, minus (d) the Series 2008-3 Investor Default Amount for such Monthly Period, and the
denominator of which is the Weighted Average Finance Charge Allocation Amount for Series 2008-3 for
such Monthly Period.




          “Principal Funding Account” means the trust account designated as such and established
pursuant to Section 5.01(a).




          “Principal Funding Account Amount” means, as of any date, the amount on deposit in the
Principal Funding Account on such date.




          “Principal Funding Investment Proceeds” shall mean, with respect to each Distribution
Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses
and losses) for the period from and including the immediately preceding Distribution Date to but
excluding such Distribution Date.




          “Quarterly Excess Finance Charge Percentage” means (a) with respect to the July 2008
Distribution Date, the Excess Finance Charge Percentage for such Payment Date, (b) with respect to
the August 2008 Distribution Date, the percentage equivalent of a fraction, the numerator of which
is the sum of (i) the Excess Finance Charge Percentage for the July 2008 Distribution Date and
(ii) the Excess Finance Charge Percentage with respect to the August 2008 Distribution Date and the
denominator of which is two, (c) with respect to the September 2008 Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of (i) the Excess Finance
Charge Percentage for the July 2008 Distribution Date (ii) the Excess Finance Charge Percentage
with respect to the August 2008 Distribution Date and (iii) the Excess Finance Charge Percentage
with respect to the September 2008 Distribution Date and the denominator of which is three and
(d) with respect to the October 2008 Distribution Date and each Distribution Date thereafter, the
percentage equivalent of a fraction, the numerator of which is the sum of the Excess Finance Charge
Percentages determined with respect to such Distribution Date and the immediately preceding two
Distribution Dates and the denominator of which is three.




          “Receivables Sales Proceeds” means the proceeds of any sale of Receivables pursuant to
Section 3.12. Receivables Sales Proceeds do not constitute Available Principal Amounts.




          “Receivables Sales Proceeds Deposit Amount” means the amount, if any, of Receivables
Sales Proceeds on deposit in the Principal Funding Account.




          “Reference Banks” means four major banks in the London interbank market selected by
the Beneficiary.




          “Required Accumulation Factor Number” means a number equal to a fraction, rounded
upwards to the nearest whole number, the numerator of which is one and the denominator of which is
equal to the lowest monthly principal payment rate on the Accounts (as defined in the Pooling and
Servicing Agreement), expressed as a decimal, for the twelve (12) months preceding the date of such
calculation; provided, however, that this definition may be




7









 







changed at any time if the Note Rating Agencies provide prior written confirmation that a
Ratings Effect with respect to any Outstanding Notes will not occur with respect to such change.




          “Required Reserve Account Amount” means, with respect to any Distribution Date on or
after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the aggregate Outstanding
Dollar Principal Amount of the Notes or (b) any other amount designated by the Issuer; provided,
however, that if such designation is of a lesser amount, the Issuer shall (i) provide the Servicer
and the Indenture Trustee with evidence that such designation will not cause a Ratings Effect and
(ii) deliver to the Indenture Trustee a certificate of an authorized officer to the effect that,
based on the facts known to such officer at such time, in the reasonable belief of the Issuer, such
designation will not cause an Early Redemption Event or an event that, after the giving of notice
or the lapse of time, would cause an Early Redemption Event to occur with respect to Series 2008-3.




          “Required Spread Account Amount” means, for each Distribution Date, the product of
(i) the Spread Account Percentage in effect for such date and (ii) the Initial Dollar Principal
Amount of the Series 2008-3 Notes; provided that if an Early Redemption Event or any Event
of Default with respect to Series 2008-3 shall occur and be continuing, then the Required Spread
Account Amount shall equal the Outstanding Dollar Principal Amount (after taking into account any
payments to be made on a related Distribution Date) of the Class C Notes; provided
further, in no event will the Required Spread Account Amount exceed the Outstanding Dollar
Principal Amount (after taking into account any payments to be made on the related Distribution
Date) of the Class C Notes.




          “Reserve Account” means the trust account designated as such and established pursuant
to Section 5.01(a).




          “Reserve Account Earnings” means, with respect to each Distribution Date, the
investment earnings on funds in the Reserve Account (net of investment expenses and losses) for the
period from and including the immediately preceding Distribution Date to but excluding such
Distribution Date.




          “Reserve Account Funding Date” means the Distribution Date which occurs not later than
the earliest of (a) the Distribution Date with respect to the Monthly Period which commences 3
months prior to the Accumulation Commencement Date; (b) the first Distribution Date for which the
Portfolio Adjusted Yield is less than 2.0%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Distribution Date with respect to the Monthly
Period which commences twelve (12) months prior to the Accumulation Commencement Date; (c) the
first Distribution Date for which the Portfolio Adjusted Yield is less than 3.0%, but in such event
the Reserve Account Funding Date shall not be required to occur earlier than the Distribution Date
with respect to the Monthly Period which commences six (6) months prior to the Accumulation
Commencement Date; and (d) the first Distribution Date for which the Portfolio Adjusted Yield is
less than 4.0%, but in such event the Reserve Account Funding Date shall not be required to occur
earlier than the Distribution Date with respect to the Monthly Period which commences four (4)
months prior to the Accumulation Commencement Date.




8









 








          “Reserve Draw Amount” means, with respect to each Distribution Date following any
Monthly Period during which amounts targeted to be deposited into the Principal Funding Account
pursuant to Section 3.08 for any prior Monthly Period remain on deposit in the Principal
Funding Account or the first Distribution Date after an Early Redemption Event or an Event of
Default and acceleration occurs, the amount, if any, by which the Principal Funding Investment
Proceeds for such Distribution Date are less than the Covered Amount determined as of such
Distribution Date.




          “Reuters Screen LIBOR01 Page” means the display page currently so designated on the
Reuters Monitor Money Rates (or such other page as may replace that page on that service, or such
other service as may be nominated as the information vendor, for the purpose of displaying
comparable rates or prices).




          “Scheduled Principal Payment Date” means the May 2011 Distribution Date.




          “Series 2008-3 Available Principal Amounts” means the sum of (a) Available Principal
Amounts allocated to the Series 2008-3 pursuant to Section 502 of the Indenture, (b) any
amounts to be treated as Series 2008-3 Available Principal Amounts pursuant to
Section 3.09(a) and (c) any Shared Excess Available Principal Amounts allocable to




          Series 2008-3 pursuant to Section 3.18.




          “Series 2008-3 Finance Charge Amounts” means, with respect to any Distribution Date,
the sum of (a) Finance Charge Amounts allocated to the Series 2008-3 pursuant to Section
501 of the Indenture and (b) any amounts to be treated as Series 2008-3 Finance Charge Amounts
pursuant to Sections 3.03(a) and 3.17(a).




          “Series 2008-3 Investor Default Amount” means, with respect to any Monthly Period, the
sum, for each day during such Monthly Period, of the product of the Investor Default Amounts (as
such term is defined in the Series 2005-CC Supplement) with respect to each such day and a fraction
the numerator of which is the Finance Charge Allocation Amount for Series 2008-3 for such day and
the denominator of which is the Finance Charge Allocation Amount for all series of Notes for such
day.




          “Series 2008-3 Servicer Interchange” means, with respect to any Monthly Period, an
amount equal to the product of (a) the Servicer Interchange (as such term is defined in the Series
2005-CC Supplement) with respect to such Monthly Period and (b) a fraction the numerator of which
is the Weighted Average Finance Charge Allocation Amount for Series 2008-3 for such Monthly Period
and the denominator of which is the Weighted Average Finance Charge Allocation Amount for all
series of Notes for such Monthly Period.




          “Series 2008-3 Servicing Fee” means, with respect to any Monthly Period, the pro rata
portion of the Monthly Servicing Fee (as such term is defined in the Series 2005-CC Supplement)
allocable Series 2008-3 based on the Weighted Average Finance Charge Allocation Percentage for
Series 2008-3 for such Monthly Period.




          “Series 2008-3 Termination Date” means the earliest to occur of (a) the Principal
Payment Date on which the Outstanding Dollar Principal Amount of the Series 2008-3 Notes is




9









 







paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article VI thereof.




          “Series Finance Charge Amounts Shortfall” means, with respect to any Distribution Date
with respect to the Series 2008-3, the excess, if any, of (a) the aggregate amount targeted to be
paid or applied pursuant to Sections 3.01(a) through (f) for any Distribution Date
over (b) the Series 2008-3 Finance Charge Amounts (excluding any amounts to be treated as Series
2008-3 Finance Charge Amounts pursuant to Section 3.17(a)) for such Distribution Date.




          “Series Finance Charge Collections Shortfall” means, with respect to any Distribution
Date with respect to the Series 2008-3, the excess, if any, of (a) the aggregate amount targeted to
be paid or applied pursuant to Sections 3.01(a) through (i) for any Distribution
Date over (b) the Series 2008-3 Finance Charge Amounts (including any amounts to be treated as
Series 2008-3 Finance Charge Amounts pursuant to Section 3.17(a)) for such Distribution
Date.




          “Series Principal Amounts Shortfall” means, with respect to any Distribution Date with
respect to Series 2008-3, the excess, if any, of (a) the aggregate amount targeted to be paid or
applied pursuant to Sections 3.06(a) through (d) for any Distribution Date over
(b) the Series 2008-3 Available Principal Amounts (excluding any amounts to be treated as Series
2008-3 Available Principal Amounts pursuant to Section 3.18(a)) for such Distribution Date.




          “Series Principal Collections Shortfall” means, with respect to any Distribution Date
with respect to Series 2008-3, the excess, if any, of (a) the aggregate amount targeted to be paid
or applied pursuant to Sections 3.06(a) through (d) for any Distribution Date over
(b) the Series 2008-3 Available Principal Amounts (including any amounts to be treated as
Series 2008-3 Available Principal Amounts pursuant to Section 3.18(a)) for such
Distribution Date.




          “Shared Excess Available Principal Amounts” means, with respect to any Distribution
Date, (a) with respect to Series 2008-3, the amount of Series 2008-3 Available Principal Amounts
for such Distribution Date available after application in accordance with Sections 3.06(a)
through (d) and (b) with respect to any other Series of Notes, the amounts allocated to
such other Series of Notes which the applicable Indenture Supplements for such Series specify are
to be treated as “Shared Excess Available Principal Amounts.”




          “Shared Excess Finance Charge Amounts” means, with respect to any Distribution Date,
(a) with respect to Series 2008-3, the amount of Series 2008-3 Finance Charge Amounts for such
Distribution Date available after application in accordance with Sections 3.01(a) through
(i) and (b) with respect to any other Series of Notes identified as an Excess Finance
Charge Sharing Series in Excess Finance Charge Sharing Group A, the amounts allocated to such other
Series of Notes which the applicable Indenture Supplements for such series specify are to be
treated as “Shared Excess Finance Charge Amounts.”




          “Spread Account” means the trust account designated as such and established pursuant
to Section 5.01(a).




10









 








          “Spread Account Deficiency” means the excess, if any, of the Required Spread Account
Amount over the Available Spread Account Amount.




          “Spread Account Investment Earnings” means, with respect to any Distribution Date, all
interest and earnings on Eligible Investments included in the Spread Account (net of losses and
investment expenses) during the period commencing on and including the Distribution Date
immediately preceding such Distribution Date and ending on but excluding such Distribution Date.




          “Spread Account Percentage” means (i) 0.0% if the Quarterly Excess Finance Charge
Percentage on such Payment Date is greater than or equal to 5.00%, (ii) 1.25% if the Quarterly
Excess Finance Charge Percentage on such Payment Date is less than 5.00% and greater than or equal
to 4.75%, (iii) 1.75% if the Quarterly Excess Finance Charge Percentage on such Payment Date is
less than 4.75% and greater than or equal to 4.25%, (iv) 2.75% if the Quarterly Excess Finance
Charge Percentage on such Payment Date is less than 4.25% and greater than or equal to 3.75%, (v)
4.00% if the Quarterly Excess Finance Charge Percentage on such Payment Date is less than 3.75% and
greater than or equal to 3.25%, (vi) 5.00% if the Quarterly Excess Finance Charge Percentage on
such Payment Date is less than 3.25% and greater than or equal to 2.25% and (vii) 6.00% if the
Quarterly Excess Finance Charge Percentage on such Payment Date is less than 2.25%;
provided, however, that after the Spread Account Percentage has been increased to a
percentage above 0.00% pursuant to any of clauses (ii) through (vii) above, the Spread Account
Percentage shall remain at that percentage until (a) further increased to a higher required
percentage specified in clauses (iii) through (vii) above or (b) the Distribution Date on which the
Quarterly Excess Finance Charge Percentage has increased to a level above that for the then current
Spread Account Percentage, in which case the Spread Account Percentage shall be decreased to the
appropriate percentage in clauses (i) through (vi) of the definition thereof; provided
further, however, that no such decrease in the Spread Account Percentage shall be
made until the Quarterly Excess Finance Charge Percentage has increased to a level above that for
the then current Spread Account Percentage for three (3) consecutive Distribution Dates.
Notwithstanding the foregoing, if an Early Redemption Event with respect to Series 2008-3 has
occurred and is continuing, the Spread Account Percentage shall no longer be subject to reduction.




          “Targeted Interest Deposit Amount” means, with respect to the Series 2008-3 Notes for
any Distribution Date, the aggregate amount due and payable pursuant to Sections 3.01(a),
(b) and (d) for such Distribution Date.




          “Targeted Principal Deposit Amount” means, with respect to the Series 2008-3 Notes for
any Distribution Date, the aggregate amount targeted to be deposited in the Principal Funding
Account pursuant to Section 3.08 for such Distribution Date.




          “Transfer” has the meaning specified in Section 2.05.




          “Weighted Average Finance Charge Allocation Amount” means, with respect to any Monthly
Period for any series of Notes, the sum of the Finance Charge Allocation Amount for such series, as
of the close of business on each day during such Monthly Period divided by the actual number of
days in such period.




11









 








     Section 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 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 1.03. Counterparts. This Indenture Supplement may be executed in any number
of counterparts, each of which so executed will be deemed to be an original, but all such
counterparts will together constitute but one and the same instrument.



     Section 1.04. Ratification of Indenture. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as one and the same
instrument.



[END OF ARTICLE I]




12









 








ARTICLE II




The Notes




     Section 2.01. Creation and Designation.



     (a) There is hereby created a series of Notes to be issued pursuant to the Indenture and this
Indenture Supplement to be known as “National City Credit Card Master Note Trust, Series 2008-3,”
or the “Series 2008-3 Notes.” The Series 2008-3 Notes will be issued in three classes, the first
of which shall be known as the “Series 2008-3 Class A Notes,” the second of which shall be known as
the “Series 2008-3 Class B Notes,” and the third of which shall be known as the “Series 2008-3
Class C Notes.”



     (b) Series 2008-3 shall be an Excess Finance Charge Sharing Series in Excess Finance Charge
Sharing Group A and shall not be in any other group. The Series 2008-3 Notes shall not be
subordinated to any other series of Notes.



     (c) Notwithstanding the foregoing, except as expressly provided herein, clauses (a) and (c) of
the definition of “Issuer Tax Opinion” in Section 101 of the Indenture shall not be
applicable to the Class B Notes or the Class C Notes, and the opinion described in clause (d) of
such definition shall not be required with respect to the Class B Notes or the Class C Notes.



     Section 2.02. Form of Delivery of the Class A Notes; Depository; Denominations.



          (a) The Class A Notes shall be delivered in the form of a global Note as provided in
Sections 202 and 301(i) of the Indenture, respectively.




          (b) The Depository for the Class A Notes shall be The Depository Trust Company, and the Class
A Notes shall initially be registered in the name of Cede & Co., its nominee.




          (c) The Class A Notes will be issued in minimum denominations of $5,000 and multiples of
$1,000 in excess of that amount.




     Section 2.03. Form of Delivery of the Class B Notes and Class C Notes; Denominations.



          (a) The Class B Notes shall be delivered in the form of definitive notes issued in the name of
the Class B Noteholder, as provided in Sections 202 and 301(i) of the Indenture,
respectively. The Class C Notes shall be delivered in the form of definitive notes issued in the
name of the Class C Noteholder, as provided in Sections 202 and 301(i) of the
Indenture, respectively.




          (b) The Class B Notes shall be issued in the name of and delivered to the Class B Noteholder.
The Class C Notes shall be issued in the name of and delivered to the Class C Noteholder.




          (c) The Class B Notes and the Class C Notes will be issued in minimum denominations of $5,000
and multiples of $1,000 in excess of that amount.




13









 








     Section 2.04. Delivery and Payment for the Series 2008-3 Notes. The Issuer shall
execute and deliver the Series 2008-3 Notes to the Indenture Trustee for authentication, and the
Indenture Trustee shall deliver the Series 2008-3 Notes when authenticated, each in accordance with
Section 303 of the Indenture.



     Section 2.05. Restrictions on Transfer of the Class B Notes and the Class C Notes.
Neither the Class B Noteholder nor the Class C Noteholder may sell, transfer, assign, exchange,
participate or otherwise convey or pledge, hypothecate, rehypothecate or grant a security interest
in (each such transaction, a “Transfer”) a Class B Note or Class C Note, as applicable,
except upon (i) the prior delivery to the Indenture Trustee and the Transferor of an Issuer Tax
Opinion and Master Trust Tax Opinion (each as defined in Section 101 of the Indenture) with
respect to such Transfer, (ii) compliance with the registration provisions of the Securities Act of
1933 and any applicable provisions of any state “Blue Sky” or securities laws or an available
exemption from such registration provisions and (iii) satisfaction of such other restrictions on
transfer contained in Section 4(i) of the Class B Note Purchase Agreement or Class C Note
Purchase Agreement, as applicable. Any attempted Transfer failing to comply with such delivery
conditions shall be null and void.



[END OF ARTICLE II]




14









 








ARTICLE III




Allocations, Deposits and Payments




     Section 3.01. Allocations of Series 2008-3 Finance Charge Amounts. On each
Distribution Date, the Indenture Trustee will apply Series 2008-3 Finance Charge Amounts, as
follows:



     (a) first, an amount equal to Class A Monthly Interest for such Distribution Date, plus the
amount of any Class A Monthly Interest previously due but not distributed to Class A Noteholders on
a prior Distribution Date, plus the amount of any Class A Additional Interest for such Distribution
Date and any Class A Additional Interest previously due but not distributed to Class A Noteholders
on a prior Distribution Date, shall be distributed to the Paying Agent for payment to the Class A
Noteholders;



     (b) second, an amount equal to Class B Monthly Interest for such Distribution Date, plus the
amount of any Class B Monthly Interest previously due but not distributed to Class B Noteholders on
a prior Distribution Date, plus the amount of any Class B Additional Interest for such Distribution
Date and any Class B Additional Interest previously due but not distributed to Class B Noteholders
on a prior Distribution Date, shall be distributed to the Paying Agent for payment to the Class B
Noteholders;



     (c) third, an amount equal to the Series 2008-3 Servicing Fee for such Distribution Date, plus
the amount of any Series 2008-3 Servicing Fee previously due but not distributed to the Servicer on
a prior Distribution Date, shall be distributed to the Servicer (unless such amount or any portion
thereof has been netted against deposits to the Collection Account in accordance with Section
4.03 of the Pooling and Servicing Agreement);



     (d) fourth, an amount equal to Class C Monthly Interest for such Distribution Date, plus the
amount of any Class C Monthly Interest previously due but not distributed to Class C Noteholders on
a prior Distribution Date, plus the amount of any Class C Additional Interest for such Distribution
Date and any Class C Additional Interest previously due but not distributed to Class C Noteholders
on a prior Distribution Date, shall be distributed to the Paying Agent for payment to the Class C
Noteholders;



     (e) fifth, an amount equal to the Series 2008-3 Investor Default Amount for such Distribution
Date shall be treated as a portion of Series 2008-3 Available Principal Amounts for such
Distribution Date;



     (f) sixth, an amount equal to the aggregate Nominal Liquidation Amount Deficit, if any, for
such Distribution Date shall be treated as a portion of Series 2008-3 Available Principal Amounts
for such Distribution Date;



     (g) seventh, on each Distribution Date from and after the Reserve Account Funding Date, an
amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve
Account Amount shall be deposited into the Reserve Account;



15









 





     (h) eighth, on each Distribution Date, an amount equal to the Spread Account Deficiency shall
be deposited into the Spread Account;



     (i) ninth, if an Event of Default and acceleration of the maturity of the Series 2008-3 Notes
pursuant to Section 7.02 of the Indenture has occurred on or prior to such Distribution
Date, an amount up to the Series 2008-3 Outstanding Dollar Principal Amount on such Distribution
Date minus the amount of Series 2008-3 Available Principal Amounts (not taking into account
amounts available under this clause (i)) and amounts, if any, on deposit in the Principal
Funding Account available to pay principal on the Class A Notes, the Class B Notes, and the Class C
Notes on such Distribution Date, shall be treated as a portion of Series 2008-3 Available Principal
Amounts for such Distribution Date;



     (j) tenth, an amount, if any, to be treated as Shared Excess Finance Charge Amounts for
application in accordance with Section 506 of the Indenture; and



     (k) eleventh, to be paid to the Servicer and treated as Excess Finance Charge Collections for
application in accordance with Section 4.05 of the Pooling and Servicing Agreement.



     Section 3.02. Determination of Monthly Interest.



     (a) The amount of monthly interest (“Class A Monthly Interest”) distributable from the
Collection Account with respect to the Class A Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times (B) the Class A Note Rate
and (ii) the Outstanding Dollar Principal Amount of the Class A Note as of the close of business on
the last day of the preceding Monthly Period.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class A Interest Shortfall”), of (x) the Class A Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such
Class A Monthly Interest on such Distribution Date. If the Class A Interest Shortfall with respect
to any Distribution Date is greater than zero, an additional amount (“Class A Additional
Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which is 360, times (B) the
Class A Note Rate and (ii) such Class A Interest Shortfall (or the portion thereof which has not
been paid to the Class A Noteholders) shall be payable as provided herein with respect to the Class
A Notes on each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class A Interest Shortfall is paid to the Class A Noteholders.



     (b) The amount of monthly interest (“Class B Monthly Interest”) distributable from the
Collection Account with respect to the Class B Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times (B) the Class B Note Rate
and (ii) the Outstanding Dollar Principal Amount of the Class B Notes as of the close of business
on the last day of the preceding Monthly Period.



16









 





     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class B Interest Shortfall”), of (x) the Class B Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such
Class B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall with respect
to any Distribution Date is greater than zero, an additional amount (“Class B Additional
Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which is 360, times (B) the
Class B Note Rate and (ii) such Class B Interest Shortfall (or the portion thereof which has not
been paid to the Class B Noteholders) shall be payable as provided herein with respect to the Class
B Notes on each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class B Interest Shortfall is paid to the Class B Noteholders.



     (c) The amount of monthly interest (“Class C Monthly Interest”) distributable from the
Collection Account with respect to the Class C Notes on any Distribution Date shall be an amount
equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times (B) the Class C Note Rate
and (ii) the Outstanding Dollar Principal Amount of the Class C Notes as of the close of business
on the last day of the preceding Monthly Period.



     On the Determination Date preceding each Distribution Date, the Servicer shall determine the
excess, if any (the “Class C Interest Shortfall”), of (x) the Class C Monthly Interest for
such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such
Class C Monthly Interest on such Distribution Date. If the Class C Interest Shortfall with respect
to any Distribution Date is greater than zero, an additional amount (“Class C Additional
Interest”) equal to the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the related Interest Period and the denominator of which is 360, times (B) the
Class C Note Rate and (ii) such Class C Interest Shortfall (or the portion thereof which has not
been paid to the Class C Noteholders) shall be payable as provided herein with respect to the Class
C Notes on each Distribution Date following such Distribution Date to and including the
Distribution Date on which such Class C Interest Shortfall is paid to the Class C Noteholders.



     Section 3.03. Amounts to be Treated as Series 2008-3 Finance Charge Amounts; Other
Deposits to the Collection Account. The following deposits and payments will be made on the
following dates:



     (a) Amounts to be Treated as Series 2008-3 Finance Charge Amounts. In addition to
Finance Charge Amounts allocated to the Series 2008-3 pursuant to Section 501 of the
Indenture, the following amounts shall be treated as Series 2008-3 Finance Charge Amounts for
application in accordance with this Article III for any Monthly Period:




     (i) Reserve Draw Amount. The aggregate amount withdrawn from the Reserve
Account pursuant to Section 3.16 will be treated as Series 2008-3 Finance Charge
Amounts for such Monthly Period.




     (ii) Shared Excess Finance Charge Amounts. Any Shared Excess Finance Charge
Amounts allocable to the Series 2008-3 will be treated as Series 2008-3 Finance Charge
Amounts pursuant to Section 3.17.



17









 





     (b) Other Deposits to the Collection Account for Series 2008-3.




     (i) Spread Account. Withdrawals made from the Spread Account pursuant to
Section 3.14(a) will be deposited into the Collection Account for Series 2008-3 on
the Distribution Date.




     (ii) Receivables Sales Proceeds. Receivables Sales Proceeds received by the
Issuer pursuant to Section 3.12(c)(ii) will be deposited into the Collection Account
for Series 2008-3 on the date of receipt by the Issuer.



     Section 3.04. Allocations of Reductions from Investor Charge-Offs to the Nominal
Liquidation Amount due to Investor Charge-Offs.



     (a) On each Distribution Date when there is an Investor Charge-Off with respect to the related
Monthly Period, the amount of such Investor Charge-Off will be allocated on that date to each Class
of Series 2008-3 Notes as set forth in this Section 3.04. The amount of each Investor
Charge-Off will be allocated to each Class of Series 2008-3 Notes to reduce its Nominal Liquidation
Amount. If such allocation (or any portion of it) would reduce the Nominal Liquidation Amount of a
Class of Series 2008-3 Notes below zero, the amount that would cause the Nominal Liquidation Amount
to be reduced below zero will be allocated (subject to the restriction set forth in this sentence)
to other Classes of Series 2008-3 Notes. In no event will the Nominal Liquidation Amount (after
giving effect to this clause (a)) of any Class of Series 2008-3 Notes be reduced below zero.



     (b) On each Distribution Date, the amount of each Investor Charge-Off will be allocated in the
following order of priority:




     (i) first, to the Class C Notes until the Nominal Liquidation Amount of the Class C
Notes has been reduced to zero;




     (ii) second, after the Nominal Liquidation Amount of the Class C Notes has been reduced
to zero, to the Class B Notes until the Nominal Liquidation Amount of the Class B Notes has
been reduced to zero; and




     (iii) third, after the Nominal Liquidation Amount of the Class B Notes has been reduced
to zero, to the Class A Notes until the Nominal Liquidation Amount of the Class A Notes has
been reduced to zero.



     Section 3.05. Allocations of Reimbursements of Nominal Liquidation Amount Deficits.
If, as of any Distribution Date, there are Series 2008-3 Finance Charge Amounts available pursuant
to Section 3.01(f) to reimburse any Nominal Liquidation Amount Deficits as of such
Distribution Date, such funds will be allocated to each Class of Series 2008-3 Notes as follows:



     (a) first, to the Class A Notes, but in no event will the Nominal Liquidation Amount of the
Class A Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class A
Notes;



18









 





     (b) second, to the Class B Notes, but in no event will the Nominal Liquidation Amount of the
Class B Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class B
Notes; and



     (c) third, to the Class C Notes, but in no event will the Nominal Liquidation Amount of the
Class C Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class C
Notes.



     Section 3.06. Application of Series 2008-3 Available Principal Amounts. On each
Distribution Date, the Indenture Trustee will apply Series 2008-3 Available Principal Amounts as
follows:



     (a) first, with respect to each Monthly Period, if after giving effect to deposits to be made
with respect to such Monthly Period pursuant to Section 3.01(a), the Class A Notes have not
received the full amount due and payable pursuant to Section 3.01(a) with respect to that
Monthly Period, then Series 2008-3 Available Principal Amounts in an amount equal to the amount of
such insufficiency (such amount not to exceed the aggregate Nominal Liquidation Amounts of the
Class C Notes and Class B Notes as of such Distribution Date (calculated after giving effect to
Section 3.04 with respect to such Monthly Period)) shall be distributed to the Paying Agent
for payment to the Class A Noteholders;



     (b) second, with respect to each Monthly Period, if after giving effect to deposits to be made
with respect to such Monthly Period pursuant to Section 3.01(b), the Class B Notes have not
received the full amount due and payable pursuant to Section 3.01(b) with respect to that
Monthly Period, then Series 2008-3 Available Principal Amounts in an amount equal to the amount of
such insufficiency (such amount not to exceed the Nominal Liquidation Amount of the Class C Notes
as of such Distribution Date (calculated after giving effect to a Section 3.04 with respect
to such Monthly Period) minus the aggregate amount of Series 2008-3 Available Principal Amounts
reallocated pursuant to clause (a) above) shall be distributed to the Paying Agent for payment to
the Class B Noteholders;



     (c) third, with respect to each Monthly Period, if after giving effect to deposits to be made
with respect to such Monthly Period pursuant to Section 3.01(c), the Servicer has not
received the full amount to be paid pursuant to Section 3.01(c) with respect to that
Monthly Period, then Series 2008-3 Available Principal Amounts in an amount equal to the amount of
such insufficiency (such amount not to exceed the aggregate Nominal Liquidation Amounts of the
Class C Notes and Class B Notes as of such Distribution Date (calculated after giving effect to any
Investor Charge-Offs with respect to such Monthly Period) minus the aggregate amount of Series
2008-3 Available Principal Amounts reallocated pursuant to clauses (a) and (b) above) will be paid
to the Servicer;



     (d) fourth, to make the targeted deposits to the Principal Funding Account pursuant to
Section 3.08;



     (e) fifth, to be treated as Shared Excess Available Principal Amounts for application in
accordance with Section 505 of the Indenture; and



19









 





     (f) sixth, to be paid to the Servicer and treated as Shared Principal Collections for
application in accordance with Section 4.04 of the Pooling and Servicing Agreement.



     Section 3.07. Computation of Reductions to the Nominal Liquidation Amount from
Reallocations of Series 2008-3 Available Principal Amounts.



     (a) Each reallocation of Series 2008-3 Available Principal Amounts pursuant to Section
3.06(a) will reduce the Nominal Liquidation Amount of the Class C Notes; provided,
however, that the amount of such reduction shall not exceed the Nominal Liquidation Amount
of the Class C Notes (after giving effect to any reductions pursuant to Section 3.04).



     (b) Each reallocation of Series 2008-3 Available Principal Amounts pursuant to Section
3.06(a) which does not reduce the Nominal Liquidation Amount of Class C Notes pursuant to
clause (a) above will reduce the Nominal Liquidation Amount of the Class B Notes; provided,
however, that the amount of such reduction shall not exceed the Nominal Liquidation Amount
of the Class B Notes (after giving effect to any reductions pursuant to Section 3.04).



     (c) Each reallocation of Series 2008-3 Available Principal Amounts pursuant to Section
3.06(b) will reduce the Nominal Liquidation Amount (determined after giving effect to clause
(a) above and Section 3.04) of the Class C Notes.



     (d) Each reallocation of Series 2008-3 Available Principal Amounts pursuant to Section
3.06(c) will reduce the Nominal Liquidation Amount (determined after giving effect to clauses
(a) and (c) above) of the Class C Notes; provided, however, that the amount of such
reduction shall not exceed the Nominal Liquidation Amount of the Class C Notes (after giving effect
to clauses (a) and (c) above and Section 3.04).



     (e) Each reallocation of Series 2008-3 Available Principal Amounts pursuant to Section
3.06(c) which does not reduce the Nominal Liquidation Amount of Class C Notes pursuant to
clause (d) above will reduce the Nominal Liquidation Amount (determined after giving effect to
clause (b) above) of the Class B Notes; provided, however, that the amount of such
reduction shall not exceed the Nominal Liquidation Amount of the Class B Notes (after giving effect
to clause (b) above and Section 3.04).



     Section 3.08. Targeted Deposits of Series 2008-3 Available Principal Amounts to the
Principal Funding Account. The amount targeted to be deposited into the Principal Funding
Account with respect to any Monthly Period will be the sum of (i) the amount determined pursuant to
clause (a), (b) or (c) below for such Monthly Period, as applicable, or if more than one such
clause is applicable, the highest amount determined pursuant to any one of such clauses, and
(ii) any deposit targeted pursuant to clause (i) for any prior Monthly Period but for which the
full targeted deposit was not made, but in no case more than the Nominal Liquidation Amount of
Series 2008-3 (computed immediately before giving effect to such deposit but after giving effect to
Sections 3.04 and 3.06 on such date).



     (a) Scheduled Principal Payment Date. With respect to the Monthly Period immediately
preceding the Scheduled Principal Payment Date, the deposit targeted is equal to the Nominal
Liquidation Amount of Series 2008-3 as of the close of business on the last day of the Monthly
Period preceding such Monthly Period (determined after giving effect to Section 
3.04 



20









 




with respect to such Monthly Period and any applications, payments or deposits on
the following Distribution Date).




     (b) Accumulation Deposits.




     (i) Subject to Section 3.08(c), with respect to each Monthly Period, beginning
with the Accumulation Commencement Date, the deposit targeted to be made into the Principal
Funding Account will be the Controlled Accumulation Amount.




     (ii) Notwithstanding anything to the contrary in clause (i), on or before the
Distribution Date immediately preceding the first Business Day of the month that is twelve
(12) months prior to the Scheduled Principal Payment Date, and each Determination Date
thereafter until the Accumulation Commencement Date, the Issuer will determine the
“Accumulation Period Length” which will equal the number of whole months such that
the sum of the Accumulation Period Factors for each month during such period will be equal
to or greater than the Required Accumulation Factor Number; provided,
however, that the Accumulation Period Length will not be determined to be less than
one month; provided further, however, that the determination of the
Accumulation Period Length may be changed at any time if the Note Rating Agencies provide
prior written confirmation that a Ratings Effect will not occur with respect to such change.



     (c) Event of Default, Early Redemption Event, Other Optional or Mandatory Redemption.
If the Series 2008-3 Notes have been accelerated during a Monthly Period after the occurrence of an
Event of Default, or if an Early Redemption Event with respect to the Series 2008-3 Notes occurs
during such Monthly Period, or with respect to the Monthly Period immediately preceding any other
date fixed for any other optional or mandatory redemption of the Series 2008-3 Notes, the deposit
targeted with respect to that Monthly Period and each following Monthly Period is equal to Nominal
Liquidation Amount of the Series 2008-3 Notes as of the close of business on the last day of the
preceding Monthly Period (after taking into account any applications, payments or deposits on the
following Distribution Date).



     Section 3.09. Amounts to be Treated as Series 2008-3 Available Principal Amounts; Other
Deposits to the Principal Funding Account. The following deposits and payments will be made on
the following dates:



     (a) Amounts to be Treated as Series 2008-3 Available Principal Amounts. In addition
to Available Principal Amounts allocated to the Series 2008-3 pursuant to Section 502 of
the Indenture, Series 2008-3 Available Principal Amounts will include Series 2008-3 Finance Change
Amounts reallocated to be treated as Series 2008-3 Available Principal Amounts pursuant to
Section 3.01(e), 3.01(f) or 3.01(i) for application with this Article III
for any Monthly Period.



     (b) Spread Account. Withdrawals made from the Spread Account pursuant to
Section 3.14(b) will be deposited into the Principal Funding Account on the Distribution
Date.



21









 





     (c) Receivables Sale Proceeds. Receivables Sales Proceeds received pursuant to
Section 3.12(c)(i) for the Series 2008-3 Notes will be deposited into the Principal Funding
Account on the date of receipt by the Issuer.



     Section 3.10. Withdrawals from Principal Funding Account. On each Principal Payment
Date with respect to the Series 2008-3 Notes, the aggregate amount on deposit in the Principal
Funding Account will be withdrawn from the Principal Funding Account and remitted to the Paying
Agent; provided, however, that the aggregate amount remitted to the Paying Agent will not exceed
the Outstanding Dollar Principal Amount of the Series 2008-3 Notes. Payments made by the Paying
Agent on each Principal Payment Date shall be made first to the Class A Noteholders until paid in
full, second to the Class B Noteholders until paid in full and third to the Class C Noteholders
until paid in full, each in accordance with Section 3.19.



     Section 3.11. Calculation of Nominal Liquidation Amount.



     (a) On or prior to each Distribution Date, the Issuer shall calculate the Nominal Liquidation
Amount of the Class A Notes which shall be the following amount:




     (i) the Initial Dollar Principal Amount of the Class A Notes, plus




     (ii) the aggregate amount of all reimbursements of the Nominal Liquidation Amount
Deficit for the Class A Notes pursuant to Section 3.01(f) on or prior to such date,
determined as set forth in Section 3.05; minus




     (iii) the aggregate amount of the reduction of the Nominal Liquidation Amount of Class
A Notes resulting from an allocation of Investor Charge-Offs on or prior to such date,
determined as set forth in Section 3.04; minus




     (iv) an amount equal to the lesser of (x) the aggregate amount on deposit in the
Principal Funding Account (after giving effect to any deposits, allocations, reallocations
or withdrawals to be made on such date) and (y) the Outstanding Dollar Principal Amount of
the Class A Notes; minus




     (v) the aggregate amount of principal payments made to the Class A Noteholders on or
prior to such date;


provided, however, that (1) the Nominal Liquidation Amount of the Class A Notes may
never be less than zero, (2) the Nominal Liquidation Amount of the Class A Notes may never be
greater than the Outstanding Dollar Principal Amount of the Class A Notes and (3) the Nominal
Liquidation Amount of the Class A Notes following a sale of Receivables pursuant to Section
3.12 will be zero.




     (b) On or prior to each Distribution Date, the Issuer shall calculate the Nominal Liquidation
Amount of the Class B Notes which shall be the following amount:




     (i) the Initial Dollar Principal Amount of the Class B Notes, plus



22









 






     (ii) the aggregate amount of all reimbursements of the Nominal Liquidation Amount
Deficit for the Class B Notes pursuant to Section 3.01(f) on or prior to such date,
determined as set forth in Section 3.05; minus




     (iii) the amount of the reduction of the Nominal Liquidation Amount of Class B Notes
resulting from any reallocations of Series 2008-3 Available Principal Amounts pursuant to
Section 3.06(a) or (c) on or prior to such date, determined as set forth in
Section 3.07; minus




     (iv) the aggregate amount of the reduction of the Nominal Liquidation Amount of Class B
Notes resulting from an allocation of Investor Charge-Offs on or prior to such date,
determined as set forth in Section 3.04; minus




     (v) an amount equal to the lesser of (x) the aggregate amount on deposit in the
Principal Funding Account (after giving effect to any deposits, allocations, reallocations
or withdrawals to be made on such date) minus the Adjusted Outstanding Dollar Principal
Amount of the Class A Notes and (y) the Outstanding Dollar Principal Amount of the Class B
Notes; minus




     (vi) the aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date;


provided, however, that (1) the Nominal Liquidation Amount of the Class B Notes may
never be less than zero, (2) the Nominal Liquidation Amount of the Class B Notes may never be
greater than the Outstanding Dollar Principal Amount of the Class B Notes and (3) the Nominal
Liquidation Amount of the Class B Notes following a sale of Receivables pursuant to Section
3.12 will be zero.




     (c) On or prior to each Distribution Date, the Issuer shall calculate the Nominal Liquidation
Amount of the Class C Notes which shall be the following amount:




     (i) the Initial Dollar Principal Amount of the Class C Notes, plus




     (ii) the aggregate amount of all reimbursements of the Nominal Liquidation Amount
Deficit for the Class C Notes pursuant to Section 3.01(f) on or prior to such date,
determined as set forth in Section 3.05; minus




     (iii) the amount of the reduction of the Nominal Liquidation Amount of Class C Notes
resulting from any reallocations of Series 2008-3 Available Principal Amounts pursuant to
Section 3.06(a), (b) or (c) on or prior to such date, determined as
set forth in Section 3.07; minus




     (iv) the aggregate amount of the reduction of the Nominal Liquidation Amount of Class C
Notes resulting from an allocation of Investor Charge-Offs on or prior to such date,
determined as set forth in Section 3.04; minus




     (v) an amount equal to the lesser of (x) the aggregate amount on deposit in the
Principal Funding Account (after giving effect to any deposits, allocations, reallocations



23









 






or withdrawals to be made on such date) minus the aggregate of the Adjusted Outstanding
Dollar Principal Amounts of the Class A Notes and the Class B Notes and (y) the Outstanding
Dollar Principal Amount of the Class C Notes; minus




     (vi) the aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date;


provided, however, that (1) the Nominal Liquidation Amount of the Class C Notes may
never be less than zero, (2) the Nominal Liquidation Amount of the Class C Notes may never be
greater than the Outstanding Dollar Principal Amount of the Class C Notes and (3) the Nominal
Liquidation Amount of the Class C Notes following a sale of Receivables pursuant to Section
3.12 will be zero.




     (d) The Nominal Liquidation Amount for Series 2008-3 will be the sum of the Nominal
Liquidation Amounts of the Class A Notes, the Class B Notes and the Class C Notes.



     Section 3.12. Sale of Receivables.




(a) (i) If the Series 2008-3 Notes have been accelerated pursuant to Section 702 of
the Indenture following an Event of Default, the Indenture Trustee may, and at the direction
of the Majority Holders will, cause the Master Trust to sell Principal Receivables and the
related Finance Charge Receivables (or interests therein) in an amount up to the Nominal
Liquidation Amount of Series 2008-3 plus any accrued, past due and additional interest on
the Series 2008-3 Notes.




     (i) Such a sale will be permitted only if at least one of the following conditions is
met:




          (A) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of
Series 2008-3 Notes consent; or




          (B) the net proceeds of such sale (plus amounts on deposit in the applicable
Issuer Accounts) would be sufficient to pay all amounts due on the Series 2008-3
Notes; or




          (C) if the Indenture Trustee determines that the funds to be allocated to the
Series 2008-3 Notes, including (1) Series 2008-3 Finance Charge Amounts and Series
2008-3 Available Principal Amounts and (2) amounts on deposit in the applicable
Issuer Accounts, may not be sufficient on any ongoing basis to make payments on the
Series 2008-3 Notes as such payments would have become due if such obligations had
not been declared due and payable, and
662/3% of the Holders of the Series 2008-3
Notes consent to the sale.



     (b) If the principal of or interest on the Series 2008-3 Notes has not been paid in full on
the Legal Maturity Date (after giving effect to any adjustments, deposits and distributions
otherwise to be made on the Legal Maturity Date), the Issuer will cause the Master Trust to sell
Principal Receivables and the related Finance Charge Receivables (or interests therein) on the



24









 




Legal Maturity Date in an amount up to the Nominal Liquidation Amount of the Series 2008-3
Notes plus any accrued, past due and additional interest on the Series 2008-3 Notes.




     (c) Sales proceeds received pursuant to clause (a) or (b) will be allocated in the following
priority:




     (i) first, to be deposited in the Principal Funding Account, an amount up to the amount
that would be necessary to increase the aggregate amount on deposit in the Principal Funding
Account to the Outstanding Dollar Principal Amount of the Series 2008-3 Notes; and




     (ii) second, to pay any accrued, past due or additional interest on the Series 2008-3
Notes.



     Section 3.13. Targeted Deposits to the Spread Account. The aggregate deposit targeted
to be made to the Spread Account with respect to each Distribution Date is equal to the Spread
Account Deficiency.



     Section 3.14. Withdrawals from the Spread Account. Withdrawals for the Class C Notes
will be made from the Spread Account as specified below:



     (a) Payments of Interest. If Series 2008-3 Finance Charge Amounts available after
giving effect to Section 3.01(a) through (c) are insufficient to pay the full
amount payable on the Class C Notes pursuant to Section 3.01(d), on the Distribution Date
immediately preceding the date of such payment an amount equal to the amount of the insufficiency
will be withdrawn from the Spread Account, to the extent available, and distributed to the Paying
Agent for payment to Class C Noteholders.



     (b) Payments of Principal. If, on and after the earliest to occur of (i) the date on
which the Series 2008-3 Notes are accelerated pursuant to Section 702 of the Indenture
following an Event of Default with respect to Series 2008-3, (ii) any date on or after the
Scheduled Principal Payment Date on which the Class A Notes and the Class B Notes have been paid in
full and the amount on deposit in the Principal Funding Account available to pay principal of the
Class C Notes plus the aggregate amount on deposit in the Spread Account equals or exceeds the
Outstanding Dollar Principal Amount of the Class C Notes and (iii) the Legal Maturity Date, the
amount on deposit in the Principal Funding Account is insufficient to pay in full the amounts for
which withdrawals are required under Section 3.10, an amount equal to that deficiency in
the Principal Funding Account for the payment of principal of the Class C Notes will be withdrawn
from the Spread Account and deposited into that Principal Funding Account for the Class C Notes on
the Distribution Date before the date of the applicable withdrawal required pursuant to Section
3.10.



     (c) Withdrawal of Excess Amounts. If the aggregate amount on deposit in the Spread
Account exceeds the amount required to be on deposit in the Spread Account, the amount of such
excess will be withdrawn from the Spread Account and will be treated as Series 2008-3 Finance
Charge Amounts and applied in accordance with Sections 3.01(i) through (k).



25









 





     Section 3.15. Targeted Deposits to the Reserve Account. The aggregate deposit
targeted to be made to the Reserve Account with respect to each Distribution Date on or after the
Reserve Account Funding Date is equal to the excess, if any, of the Required Reserve Account Amount
then in effect over the Available Reserve Account Amount.



     Section 3.16. Withdrawals from the Reserve Account. Withdrawals for any Class of
Notes will be made from the Reserve Account as specified below:



     (a) Interest. On or prior to each Distribution Date the Issuer will calculate the
Reserve Draw Amount (if any). If there is any Reserve Draw Amount for that Distribution Date, the
Issuer will withdraw such amount from the Reserve Account, to the extent available, for treatment
as Series 2008-3 Finance Charge Amounts for such Monthly Period.



     (b) Withdrawal of Excess Amounts. On the earlier to occur of the date on which the
Series 2008-3 Notes are paid in full and the first Distribution Date occurring on or immediately
following the date on which an Early Redemption Event occurs with respect to Series 2008-3, after
giving effect to any withdrawal from the Reserve Account pursuant to Section 3.16(a) above,
the amount on deposit in the Reserve Account will be withdrawn from the Reserve Account and will be
treated as Series 2008-3 Finance Charge Amounts and applied in accordance with Sections
3.01(h) through (k).



     Section 3.17. Excess Finance Charge Amounts Sharing.



     (a) Shared Excess Finance Charge Amounts allocable to the Series 2008-3 on any Distribution
Date shall be treated as Series 2008-3 Finance Charge Amounts for such Distribution Date.



     (b) Shared Excess Finance Charge Amounts allocable to the Series 2008-3 with respect to any
Distribution Date shall mean an amount equal to the Series Finance Charge Amounts Shortfall, if
any, with respect to the Series 2008-3 for such Distribution Date; provided,
however, that if the aggregate amount of Shared Excess Finance Charge Amounts for all
Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A for
such Distribution Date is less than the Aggregate Series Finance Charge Amounts Shortfall for such
Distribution Date, then Shared Excess Finance Charge Amounts allocable to the Series 2008-3 on such
Distribution Date shall equal the product of (i) Shared Excess Finance Charge Amounts for all
Excess Finance Charge Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A for
such Distribution Date and (ii) a fraction, the numerator of which is the Series Finance Charge
Amounts Shortfall with respect to the Series 2008-3 for such Distribution Date and the denominator
of which is the Aggregate Series Finance Charge Amounts Shortfall for all Excess Finance Charge
Amounts Sharing Series in Excess Finance Charge Amounts Sharing Group A for such Distribution Date.



     Section 3.18. Excess Principal Amount Sharing.



     (a) Shared Excess Available Principal Amounts allocable to the Series 2008-3 on any
Distribution Date shall be treated as Series 2008-3 Available Principal Amounts for such
Distribution Date.




26











 





     (b) Shared Excess Available Principal Amounts allocable to the Series 2008-3 with respect to
any Distribution Date shall mean an amount equal to the Series Principal Amounts Shortfall, if any,
with respect to the Series 2008-3 for such Distribution Date; provided, however,
that if the aggregate amount of Shared Excess Available Principal Amounts for all Excess Principal
Amounts Sharing Series in Excess Principal Amounts Sharing Group A for such Distribution Date is
less than the Aggregate Series Principal Amounts Shortfall for such Distribution Date, then Shared
Excess Available Principal Amounts allocable to Series 2008-3 on such Distribution Date shall equal
the product of (i) Shared Excess Available Principal Amounts for all Excess Principal Amounts
Sharing Series in Excess Principal Amounts Sharing Group A for such Distribution Date and (ii) a
fraction, the numerator of which is the Series Principal Amounts Shortfall with respect to Series
2008-3 for such Distribution Date and the denominator of which is the Aggregate Series Principal
Amounts Shortfall for all Excess Principal Amounts Sharing Series in Excess Principal Amounts
Sharing Group A for such Distribution Date.



     Section 3.19. Payments of Interest and Principal.



          (a) Any installment of interest or principal, if any, payable on any Series 2008-3 Note which
is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable
Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in
whose name such Series 2008-3 Note (or one or more Predecessor Notes) is registered on the Record
Date, by wire transfer of immediately available funds to such Person’s account as has been
designated by written instructions received by the Paying Agent from such Person not later than the
close of business on the third Business Day preceding the date of payment or, if no such account
has been so designated, by check mailed first-class, postage prepaid to such Person’s address as it
appears on the Note Register on such Record Date, except that with respect to Notes registered on
the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in
immediately available funds to the account designated by such nominee.




          (b) The right of the Series 2008-3 Noteholders to receive payments from the Issuer will
terminate on the first Business Day following the Series 2008-3 Termination Date.




     Section 3.20. Calculation Agent; Determination of LIBOR.




          (a) The Issuer hereby agrees that for so long as any Series 2008-3 Notes are Outstanding,
there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the
“Calculation Agent”). The Issuer hereby initially appoints the Indenture Trustee as the
Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation
Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to
act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for
an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not
control or is not controlled by or under common control with the Issuer or its Affiliates. The
Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent,
without a successor having been duly appointed.




          (b) On each LIBOR Determination Date, the Calculation Agent shall



27









 




determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month
period which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date.
If such rate does not appear on Reuters Screen LIBOR01 Page, the rate for that LIBOR Determination
Date shall be determined on the basis of the rates at which deposits in United States dollars are
offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks
in the London interbank market for a one-month period. The Calculation Agent shall request the
principal London office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that LIBOR Determination Date shall be the
arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by four
major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York
City time, on that day for loans in United States dollars to leading European banks for a one-month
period.




          (c) The Class A Note Rate, the Class B Note Rate and the Class C Note Rate applicable to the
then current and the immediately preceding Interest Periods may be obtained by any Noteholder or
beneficial owner of any Note by telephoning the Indenture Trustee at its corporate trust office at
(212) 815-3247 or such other telephone number as shall be designated by the Indenture Trustee for
such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time.
The Indenture Trustee hereby agrees to provide such information to each such Noteholder or
beneficial owner of any Note.




          (d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture
Trustee and the Beneficiary, by facsimile transmission, notification of LIBOR for the following
Interest Period.




[END OF ARTICLE III]




28









 








ARTICLE IV




Early Redemption of Notes




     Section 4.01. Early Redemption Events. In addition to the events identified as Early
Redemption Events in Section 1201 of the Indenture, if the average Portfolio Yield for any
three consecutive Monthly Periods is less than the average Base Rate for such three consecutive
Monthly Periods, an “Early Redemption Event” with respect to the Series 2008-3 Notes will be deemed
to have occurred.



[END OF ARTICLE IV]




29









 








ARTICLE V




Accounts and Investments




     Section 5.01. Accounts.



     (a) On or before the Closing Date, the Indenture Trustee will cause to be established and
maintained three Qualified Accounts denominated as follows: the “Principal Funding
Account,” the “Reserve Account” and the “Spread Account” in the name of the
Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2008-3 Noteholders (or, in the case of the Spread Account, for
the benefit of the Class C Noteholders). The Principal Funding Account, the Reserve Account and
the Spread Account constitute Issuer Accounts and shall be under the sole dominion and control of
the Indenture Trustee for the benefit of the Series 2008-3 Noteholders (or, in the case of the
Spread Account, for the benefit of the Class C Noteholders). If, at any time, any institution
holding the Principal Funding Account, the Reserve Account or the Spread Account ceases to be a
Qualified Institution, the Issuer will within ten (10) Business Days (or such longer period, not to
exceed thirty (30) calendar days, as to which each Note Rating Agency may consent) establish a new
Principal Funding Account, Reserve Account or Spread Account, as the case may be, that is a
Qualified Account and shall transfer any cash and/or investments to such new Principal Funding
Account, Reserve Account or Spread Account, as the case may be. From the date such new Principal
Funding Account, Reserve Account or Spread Account is established, it will be the “Principal
Funding Account,” “Reserve Account” or “Spread Account,” as the case may be. The Principal Funding
Account, the Reserve Account and the Spread Account will receive deposits pursuant to Article
III.



     (b) All payments to be made from time to time by the Indenture Trustee to Noteholders out of
funds in the Principal Funding Account, the Reserve Account or the Spread Account pursuant to this
Indenture Supplement will be made by the Indenture Trustee to the Paying Agent not later than 12:00
noon, New York City time, on the applicable Interest Payment Date or Principal Payment Date but
only to the extent of available funds in the applicable Issuer Account or as otherwise provided in
Article III.



     (c) On each Distribution Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Distribution Date on funds on deposit in the Spread Account
will be retained in the Spread Account (to the extent that the sum of the amount on deposit in the
Spread Account with respect to the related Monthly Period is less than the required balance for the
Spread Account for that Monthly Period) and the excess, if any, will be paid to the Issuer.



[END OF ARTICLE V]




30









 








ARTICLE VI




Representations and Warranties




     Section 6.01. Issuer’s Representations and Warranties. The Issuer makes the following
representations and warranties as to the Collateral Certificate on which the Indenture Trustee is
deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties
speak as of the execution and delivery of this Indenture Supplement, but shall survive until the
termination of this Indenture Supplement. Such representations and warranties shall not be waived
by any of the parties to this Indenture Supplement unless the Issuer has obtained written
confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such
waiver.



          (a) The Indenture creates a valid and continuing security interest (as defined in the New York
UCC) in the Collateral Certificate in favor of the Indenture Trustee, which security interest is
prior to all other liens, and is enforceable as such as against creditors of and purchasers from
the Issuer.




          (b) The Collateral Certificate constitutes either an “account,” a “general intangible,” an
“instrument,” or a “certificated security,” each within the meaning of the Delaware UCC and the New
York UCC.




          (c) At the time of the transfer and assignment of the Collateral Certificate to the Indenture
Trustee pursuant to the Indenture, the Issuer owned and had good and marketable title to the
Collateral Certificate free and clear of any lien, claim or encumbrance of any Person.




          (d) The Issuer has caused, within ten days of the execution of the Indenture, the filing of
all appropriate financing statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the Collateral Certificate
granted to the Indenture Trustee pursuant to the Indenture.




          (e) Other than the security interest granted to the Indenture Trustee pursuant to the
Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed the Collateral Certificate. The Issuer has not authorized the filing of and is not aware
of any financing statements against the Issuer that include a description of collateral covering
the Collateral Certificate other than any financing statement relating to the security interest
granted to the Indenture Trustee pursuant to the Indenture or any financing statement that has been
terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.




          (f) All original executed copies of the Collateral Certificate have been delivered to the
Indenture Trustee.




          (g) At the time of the transfer and assignment of the Collateral Certificate to the Indenture
Trustee pursuant to the Indenture, the Collateral Certificate had no marks or notations indicating
that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture
Trustee.




[END OF ARTICLE VI]




31









 








          IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly
executed, and their respective corporate seals to be hereunto affixed and attested, all as of the
day and year first above written.




	 	 	 	 	 	 	 
	 	 	NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, as Issuer	 	 
	 
	 	 	 	 	 	 
	 	 	By: WILMINGTON TRUST
COMPANY, not in its individual capacity
but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rachel Simpson
 

Name: Rachel Simpson
	 	 
	 

	 	 	 	Title: Senior Financial Services Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Indenture Trustee
and not in its individual capacity	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Burack
 

Name: Michael Burack
	 	 
	 

	 	 	 	Title: Assistant Treasurer	 	 






[Signature Page to Series 2008-3 Indenture Supplement]





 









 








EXHIBIT A-1




FORM OF

CLASS A FLOATING RATE ASSET BACKED NOTE




     UNLESS THIS NOTE 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 NOTE 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.



     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY
TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR JOIN IN INSTITUTING AGAINST THE ISSUER OR
THE TRANSFEROR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.



     THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL
INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS OF THE ISSUER FOR APPLICABLE
FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED
ON, OR MEASURED BY, INCOME.



 









 





			
	REGISTERED
	 	up to $90,000,0001/
	 	 	 
	No. R-___
	 	CUSIP NO. 635411 AK7






NATIONAL CITY CREDIT CARD MASTER NOTE TRUST




CLASS A SERIES 2008-3 FLOATING RATE ASSET BACKED NOTE




     NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of July 13,
2005, as amended and restated as of August 23, 2005, and as amended by the First Amendment dated as
of March 20, 2007, for value received, hereby promises to pay to CEDE & CO., or registered assigns,
subject to the following provisions, the principal sum of NINETY MILLION DOLLARS on the Series
2008-3 Scheduled Principal Payment Date (which is the May 2011 Distribution Date), except as
otherwise provided below or in the Indenture; provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the May 2013 Payment Date (the
“Legal Maturity Date”). The Issuer will pay interest on the unpaid principal amount of
this Note at the Class A Note Rate on each Interest Payment Date until the principal amount of this
Note is paid in full. Interest on this Note will accrue for each Interest Payment Date from and
including the most recent Interest Payment Date on which interest has been paid to but excluding
such Interest Payment Date or, for the initial Interest Payment Date, from and including the
Issuance Date to but excluding such Interest Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.





 




			
	1/	 	Denominations of $5,000 and integral multiples
of $1,000 in excess thereof.




 









 










          IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly executed.




	 	 	 	 	 	 	 
	 	 	NATIONAL CITY CREDIT
CARD MASTER 
NOTE TRUST,

as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST
COMPANY, not in its 
individual capacity but solely as
Owner Trustee under 
the Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	Dated: May ___, 2008
	 	 	 	 	 	 






 









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class A Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated: May __, 2008




 









 








[REVERSE OF NOTE]




          This Class A Note is one of a duly authorized issue of Notes of the Issuer, designated as
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, Series 2008-3 (the “Series 2008-3 Notes”),
issued under an Indenture dated as of August 23, 2005, as amended by the First Amendment dated as
of March 20, 2007 (the “Master Indenture”), between the Issuer and The Bank of New York,
as indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture
Trustee under the Indenture), as supplemented by the Series 2008-3 Indenture Supplement, dated as
of May 28, 2008 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.




          The Class B Notes and the Class C Notes will also be issued under the Indenture.




          The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Indenture or, except as expressly provided in the Indenture, subject to any liability under the
Indenture.




          This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.




          The Class A Note Initial Dollar Principal Amount is $90,000,000. The Outstanding Dollar
Principal Amount of the Class A Note on any date of determination will be an amount equal to (a)
the Class A Note Initial Principal Balance, minus (b) the aggregate amount of principal payments
made to the Class A Noteholders on or prior to such date.




          The Scheduled Principal Payment Date is the May 2011 Distribution Date, but principal with
respect to the Class A Notes may be paid earlier or later under certain circumstances described in
the Indenture. As described above, the entire unpaid principal amount of this Note shall be due
and payable on the Legal Maturity Date. Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.




          Subject to the terms and conditions of the Indenture, the Beneficiary on behalf of the Trust
may, from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue one or
more new Series of Notes.




          On each Distribution Date, the Paying Agent shall distribute to each Class A Noteholder of
record on the related Record Date (except for the final distribution in respect of this Class A
Note) such Class A Noteholder’s share of the amounts held by the Paying Agent that are allocated
and available on such Distribution Date to pay interest and principal on the Class A




 









 







Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect
to a final distribution, distributions to Series 2008-3 Noteholders shall be made by (i) check
mailed to each Series 2008-3 Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that with respect to any Series 2008-3 Notes registered in the name of the
nominee of a Clearing Agency, such distribution shall be made in immediately available funds and
(ii) without presentation or surrender of any Series 2008-3 Note or the making of any notation
thereon. Final payment of this Class A Note will be made only upon presentation and surrender of
this Class A Note at the office or agency specified in the notice of final distribution delivered
by the Indenture Trustee to the Series 2008-3 Noteholders in accordance with the Indenture.




          On any day occurring on or after the date on which the outstanding principal balance of the
Series 2008-3 Notes is reduced to 5% or less of the initial outstanding principal balance of the
Series 2008-3 Notes, the Servicer shall have the right but not the obligation to direct the Trust
to redeem, or cause to be redeemed, the Series 2008-3 Notes, at a redemption price equal to the
outstanding principal amount of Series 2008-3 plus interest accrued and unpaid or principal
accreted and unpaid to the Series 2008-3 Notes to but excluding the date of redemption, the payment
of which is subject to the Indenture and the allocations, deposits and payments in the Indenture
Supplement.




          This Class A Note does not represent an obligation of, or an interest in, National City Bank
or any Affiliate thereof and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality.




          Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Issuer or the Transferor, or join in instituting against the Issuer or the
Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other proceedings under any United States federal or state bankruptcy or similar law.




          Except as otherwise provided in the Indenture Supplement, the Class A Notes are issuable only
in minimum denominations of $5,000 and integral multiples of $1,000. The transfer of this Class A
Note shall be registered in the Note Register upon surrender of this Class A Note for registration
of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Noteholder or such Class A Noteholder’s attorney,
and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class
A Notes in any authorized denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.




          As provided in the Indenture and subject to certain limitations therein set forth, Class A
Notes are exchangeable for new Class A Notes in any authorized denominations and of like aggregate
principal amount, upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.




 









 









     The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class A Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.



     THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.



 









 





ASSIGNMENT




Social Security or other identifying number of assignee                                         


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

(name and address of assignee)







the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                                        , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:

	 	 	 		  1/	 
	 

	 	 

	 	 

	 	 
	 
	 

	 	 	 	Signature Guaranteed:	 	 
	 
	 

	 	 	 	 

	 	 








 




			
	1/	 	NOTE: The signature to this Assignment must
correspond with the name of the registered owner as it appears on the face
of the within Note in every particular, without alteration, enlargement or
any change whatsoever.




 









 










EXHIBIT A-2




FORM OF

CLASS B FLOATING RATE ASSET BACKED NOTE




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.



     EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NATIONAL CITY CREDIT CARD MASTER
NOTE TRUST, THAT SUCH PURCHASER IS NOT (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHICH IS SUBJECT
TO THE PROHIBITED TRANSACTIONS PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHICH IS SUBJECT TO SECTION 4975
OF THE CODE, (3) A PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, (4) DIRECTLY OR INDIRECTLY
PURCHASING THE CLASS B NOTES OR ANY INTEREST THEREIN, ON BEHALF OF, AS INVESTMENT MANAGER OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER PLAN
OR ARRANGEMENT, OR (5) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT’S INVESTMENT IN THE ENTITY.



     NEITHER THIS CLASS B NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT OR
OTHER PLAN, TRUST ARRANGEMENT OR ACCOUNT WHICH IS SUBJECT TO THE PROHIBITED TRANSACTIONS PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW THAT IS MATERIALLY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE.



     ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS B NOTE IS SUBJECT TO THE
PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTION
2.05 OF THE SERIES 2008-3 INDENTURE SUPPLEMENT.




 









 








			
	REGISTERED
	 	$6,172,0001/
	 	 	 
	No. R-___
	 	CUSIP NO. 635411 AQ4






NATIONAL CITY CREDIT CARD MASTER NOTE TRUST




CLASS B SERIES 2008-3 FLOATING RATE ASSET BACKED NOTE




     NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of July 13,
2005, as amended and restated as of August 23, 2005, and as amended by the First Amendment dated as
of March 20, 2007, for value received, hereby promises to pay to NATIONAL CITY BANK, or registered
assigns, subject to the following provisions, the principal sum of SIX MILLION ONE HUNDRED
SEVENTY-TWO THOUSAND DOLLARS on the Series 2008-3 Scheduled Principal Payment Date (which is the
May 2011 Distribution Date), except as otherwise provided below or in the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the May 2013 Payment Date (the “Legal Maturity Date”). The Issuer will
pay interest on the unpaid principal amount of this Note at the Class B Note Rate on each Interest
Payment Date until the principal amount of this Note is paid in full. Interest on this Note will
accrue for each Interest Payment Date from and including the most recent Interest Payment Date on
which interest has been paid to but excluding such Interest Payment Date or, for the initial
Interest Payment Date, from and including the Issuance Date to but excluding such Interest Payment
Date. Interest will be computed on the basis of a 360-day year and the actual number of days
elapsed. Such principal of and interest on this Note shall be paid in the manner specified on the
reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



          THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A
NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.






 




			
	1/	 	Denominations of $5,000 and integral multiples of $1,000 in excess thereof.




 









 










          IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly executed.




	 	 	 	 	 	 	 
	 	 	NATIONAL CITY CREDIT
CARD MASTER 
NOTE TRUST,

as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST
COMPANY, not in its 
individual capacity but solely as
Owner Trustee under 
the Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Dated: May __, 2008





 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class B Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated: May __, 2008





 









 








[REVERSE OF NOTE]




          This Class B Note is one of a duly authorized issue of Notes of the Issuer, designated as
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, Series 2008-3 (the “Series 2008-3 Notes”),
issued under an Indenture dated as of August 23, 2005, as amended by the First Amendment dated as
of March 20, 2007 (the “Master Indenture”), between the Issuer and The Bank of New York, as
indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture
Trustee under the Indenture), as supplemented by the Series 2008-3 Indenture Supplement, dated as
of May 28, 2008 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.




          The Class A Notes and the Class C Notes will also be issued under the Indenture.




          The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Indenture or, except as expressly provided in the Indenture, subject to any liability under the
Indenture.




          This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.




          The initial dollar principal amount of the Class B Note is $6,172,000. The outstanding dollar
principal amount of the Class B Note on any date of determination will be an amount equal to (a)
the Class B Note Initial Principal Balance, minus (b) the aggregate amount of principal payments
made to the Class B Noteholders on or prior to such date.




          The Scheduled Principal Payment Date is the May 2011 Distribution Date, but principal with
respect to the Class B Notes may be paid earlier or later under certain circumstances described in
the Indenture. As described above, the entire unpaid principal amount of this Note shall be due
and payable on the Legal Maturity Date. Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.




          Subject to the terms and conditions of the Indenture, the Beneficiary on behalf of the Trust
may, from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue one or
more new Series of Notes.




          On each Distribution Date, the Paying Agent shall distribute to each Class B Noteholder of
record on the related Record Date (except for the final distribution in respect of this Class B
Note) such Class B Noteholder’s share of the amounts held by the Paying Agent that are allocated
and available on such Distribution Date to pay interest and principal on the Class B




 









 







Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect
to a final distribution, distributions to Series 2008-3 Noteholders shall be made by (i) check
mailed to each Series 2008-3 Noteholder (at such Noteholder’s address as it appears in the Note
Register), except that with respect to any Series 2008-3 Notes registered in the name of the
nominee of a Clearing Agency, such distribution shall be made in immediately available funds and
(ii) without presentation or surrender of any Series 2008-3 Note or the making of any notation
thereon. Final payment of this Class B Note will be made only upon presentation and surrender of
this Class B Note at the office or agency specified in the notice of final distribution delivered
by the Indenture Trustee to the Series 2008-3 Noteholders in accordance with the Indenture.




          On any day occurring on or after the date on which the outstanding principal balance of the
Series 2008-3 Notes is reduced to 5% or less of the initial outstanding principal balance of the
Series 2008-3 Notes, the Servicer shall have the right but not the obligation to direct the Trust
to redeem, or cause to be redeemed, the Series 2008-3 Notes, at a redemption price equal to the
outstanding principal amount of Series 2008-3 plus interest accrued and unpaid or principal
accreted and unpaid to the Series 2008-3 Notes to but excluding the date of redemption, the payment
of which is subject to the Indenture and the allocations, deposits and payments in the Indenture
Supplement.




          This Class B Note does not represent an obligation of, or an interest in, National City Bank
or any Affiliate thereof and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality.




          Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Issuer or the Transferor, or join in instituting against the Issuer or the
Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other proceedings under any United States federal or state bankruptcy or similar law.




          Except as otherwise provided in the Indenture Supplement, the Class B Notes are issuable only
in minimum denominations of $5,000 and integral multiples of $1,000. The transfer of this Class B
Note shall be registered in the Note Register upon surrender of this Class B Note for registration
of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Noteholder or such Class B Noteholder’s attorney,
and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class
B Notes in any authorized denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.




          As provided in the Indenture and subject to certain limitations therein set forth, Class B
Notes are exchangeable for new Class B Notes in any authorized denominations and of like aggregate
principal amount, upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.




 









 








          The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class B Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.




          THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.





 











 






ASSIGNMENT




Social Security or other identifying number of assignee                                         





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

	 	 	 	 
	 

	 	 
	
 

	(name and address of assignee)







the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    ,
attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.



				
	 	 	 	 
	Dated:
	 	 	  1/
	 
	 	 	 
	 	 	 	 
	 
	 	Signature Guaranteed:	 
	 	 	 	 
	 
	 	 	 







 




			
	1/	 	NOTE: The signature to this Assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.




 









 










EXHIBIT A-3




FORM OF

CLASS C FLOATING RATE ASSET BACKED NOTE




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.



     EACH PURCHASER REPRESENTS AND WARRANTS, FOR THE BENEFIT OF NATIONAL CITY CREDIT CARD MASTER
NOTE TRUST, THAT SUCH PURCHASER IS NOT (1) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT
TO THE PROHIBITED TRANSACTIONS PROVISIONS OF ERISA, (2) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) WHICH IS SUBJECT TO SECTION 4975
OF THE CODE, (3) A PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, (4) DIRECTLY OR INDIRECTLY
PURCHASING THE CLASS C NOTES OR ANY INTEREST THEREIN, ON BEHALF OF, AS INVESTMENT MANAGER OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER PLAN
OR ARRANGEMENT, OR (5) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT’S INVESTMENT IN THE ENTITY.



     NEITHER THIS CLASS C NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO AN EMPLOYEE BENEFIT OR
OTHER PLAN, TRUST ARRANGEMENT OR ACCOUNT WHICH IS SUBJECT TO THE PROHIBITED TRANSACTIONS PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW THAT IS MATERIALLY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE.



     ANY TRANSFER OF A DIRECT OR INDIRECT INTEREST IN THIS CLASS C NOTE IS SUBJECT TO THE
PROVISIONS OF THE INDENTURE AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH, INCLUDING SECTION
2.05 OF THE SERIES 2008-3 INDENTURE SUPPLEMENT.




 









 








			
	REGISTERED
	 	$6,686,0001/
	 	 	 
	No. R-___
	 	CUSIP NO. 635411 AR2






NATIONAL CITY CREDIT CARD MASTER NOTE TRUST




CLASS C SERIES 2008-3 FLOATING RATE ASSET BACKED NOTE




     NATIONAL CITY CREDIT CARD MASTER NOTE TRUST (herein referred to as the “Issuer” or the
“Trust”), a Delaware statutory trust governed by a Trust Agreement dated as of July 13,
2005, as amended and restated as of August 23, 2005, and as amended by the First Amendment dated as
of March 20, 2007 for value received, hereby promises to pay to NATIONAL CITY BANK, or registered
assigns, subject to the following provisions, the principal sum of SIX MILLION SIX HUNDRED
EIGHTY-SIX THOUSAND DOLLARS on the Series 2008-3 Scheduled Principal Payment Date (which is the May
2011 Distribution Date), except as otherwise provided below or in the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on
the May 2013 Payment Date (the “Legal Maturity Date”). The Issuer will pay interest on the
unpaid principal amount of this Note at the Class C Note Rate on each Interest Payment Date until
the principal amount of this Note is paid in full. Interest on this Note will accrue for each
Interest Payment Date from and including the most recent Interest Payment Date on which interest
has been paid to but excluding such Interest Payment Date or, for the initial Interest Payment
Date, from and including the Issuance Date to but excluding such Interest Payment Date. Interest
will be computed on the basis of a 360-day year and the actual number of days elapsed. Such
principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Note shall not be entitled to any benefit under the
Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any
purpose.



          THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A AND
CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.






 




			
	1/	 	Denominations of $5,000 and integral multiples
of $1,000 in excess thereof.




 









 










          IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly executed.




	 	 	 	 	 	 	 
	 	 	NATIONAL CITY CREDIT
CARD MASTER NOTE TRUST, 
as Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Dated: May __, 2008





 









 








INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Class C Notes described in the within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Dated: May __, 2008





 









 








[REVERSE OF NOTE]




          This Class C Note is one of a duly authorized issue of Notes of the Issuer, designated as
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, Series 2008-3 (the “Series 2008-3 Notes”),
issued under an Indenture dated as of August 23, 2005, as amended by the First Amendment dated as
of March 20, 2007 (the “Master Indenture”), between the Issuer and The Bank of New York, as
indenture trustee (the “Indenture Trustee,” which term includes any successor Indenture
Trustee under the Indenture), as supplemented by the Series 2008-3 Indenture Supplement, dated as
of May 28, 2008 (the “Indenture Supplement”), and representing the right to receive certain
payments from the Issuer. The term “Indenture,” unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are subject to all of
the terms of the Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.




          The Class A Notes and the Class B Notes will also be issued under the Indenture.




          The Noteholder, by its acceptance of this Note, agrees that it will look solely to the
property of the Trust allocated to the payment of this Note for payment hereunder and that the
Indenture Trustee is not liable to the Noteholders for any amount payable under the Note or the
Indenture or, except as expressly provided in the Indenture, subject to any liability under the
Indenture.




          This Note does not purport to summarize the Indenture and reference is made to the Indenture
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced
thereby, and the rights, duties and immunities of the Indenture Trustee.




          The initial dollar principal amount of the Class C Note is $6,686,000. The outstanding dollar
principal amount of the Series 2008-3 Notes on any date of determination will be an amount equal to
(a) the Class C Note Initial Principal Balance, minus (b) the aggregate amount of principal
payments made to the Class C Noteholders on or prior to such date.




          The Scheduled Principal Payment Date is the May 2011 Distribution Date, but principal with
respect to the Class C Notes may be paid earlier or later under certain circumstances described in
the Indenture. As described above, the entire unpaid principal amount of this Note shall be due
and payable on the Legal Maturity Date. Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.




          Subject to the terms and conditions of the Indenture, the Beneficiary on behalf of the Trust,
may, from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue one or
more new Series of Notes.




          On each Distribution Date, the Paying Agent shall distribute to each Class C Noteholder of
record on the related Record Date (except for the final distribution in respect of this



 









 






Class C Note) such Class C Noteholder’s share of the amounts held by the Paying Agent that are
allocated and available on such Distribution Date to pay interest and principal on the Class C
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a
final distribution, distributions to Series 2008-3 Noteholders shall be made by (i) check mailed to
each Series 2008-3 Noteholder (at such Noteholder’s address as it appears in the Note Register),
except that with respect to any Series 2008-3 Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds and (ii) without
presentation or surrender of any Series 2008-3 Note or the making of any notation thereon. Final
payment of this Class C Note will be made only upon presentation and surrender of this Class C Note
at the office or agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2008-3 Noteholders in accordance with the Indenture.




          On any day occurring on or after the date on which the outstanding principal balance of the
Series 2008-3 Notes is reduced to 5% or less of the initial outstanding principal balance of the
Series 2008-3 Notes, the Servicer shall have the right but not the obligation to direct the Trust
to redeem, or cause to be redeemed, the Series 2008-3 Notes, at a redemption price equal to the
outstanding principal amount of Series 2008-3 plus interest accrued and unpaid or principal
accreted and unpaid to the Series 2008-3 Notes to but excluding the date of redemption, the payment
of which is subject to the Indenture and the allocations, deposits and payments in the Indenture
Supplement.




          This Class C Note does not represent an obligation of, or an interest in, National City Bank
or any Affiliate thereof and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality.




          Each Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time
institute against the Issuer or the Transferor, or join in instituting against the Issuer or the
Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other proceedings under any United States federal or state bankruptcy or similar law.




          Except as otherwise provided in the Indenture Supplement, the Class C Notes are issuable only
in minimum denominations of $5,000 and integral multiples of $1,000. The transfer of this Class C
Note shall be registered in the Note Register upon surrender of this Class C Note for registration
of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Transfer
Agent and Registrar, duly executed by the Class C Noteholder or such Class C Noteholder’s attorney,
and duly authorized in writing with such signature guaranteed, and thereupon one or more new Class
C Notes in any authorized denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.




          As provided in the Indenture and subject to certain limitations therein set forth, Class C
Notes are exchangeable for new Class C Notes in any authorized denominations and of like aggregate
principal amount, upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such exchange but the
Issuer or Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.




 









 








          The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, the Transferor
or the Indenture Trustee shall treat the person in whose name this Class C Note is registered as
the owner hereof for all purposes, and neither the Issuer, the Transferor, the Indenture Trustee
nor any agent of the Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.




          THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
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.




 









 








ASSIGNMENT




Social Security or other identifying number of assignee                                         





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

(name and address of assignee)








the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
                    , attorney, to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.



				
	 	 	 	 
	Dated:
	 		  6/
	 
	 	 	 
	 	 	 	 
	 
	 	Signature Guaranteed:	 
	 	 	 	 
	 
	 	 	 







 




			
	6/	 	NOTE: The signature to this Assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.




 









 










EXHIBIT B




[FORM OF] SERIES 2008-3 SCHEDULE TO PAYMENT INSTRUCTIONS

NATIONAL CITY BANK



 




NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, SERIES 2008-3

MONTHLY PERIOD ENDING                      _____,_____



 




     Capitalized terms used in this notice have their respective meanings set forth in the
Indenture and the Indenture Supplement. Unless otherwise qualified, references herein to certain
sections and subsections are references to the respective sections and subsections of the Indenture
Supplement. This instruction is delivered pursuant to Section 908 of the Indenture.



     The Servicer does hereby instruct the Issuer to instruct the Indenture Trustee, and the Issuer
does hereby instruct the Indenture Trustee, to make the following allocations and payments for the
related Monthly Period on                      ___, ___, which date is a Transfer Date under the Pooling and
Servicing Agreement, in aggregate amounts set forth below in respect of the following amounts:



I. Allocations and Payments of Series 2008-3 Finance Charge Amounts.





	A.	 	Allocation of Series 2008-3 Finance Charge Amounts from the Collection Account pursuant to
Section 3.01, to be applied on each Transfer Date by the Indenture Trustee in the
following priority:





	 	 	 	 	 	 	 	 	 
	1.	 	 	Class A Monthly Interest
	 	$	 	 
	 	 	 	 
	 	 	 	 
	2.	 	 	Class A Monthly Interest previously due but not paid,
if any
	 	$	 	 
	 	 	 	 
	 	 	 	 
	3.	 	 	Class A Additional Interest, if any, and any Class A
Additional Interest previously due but not paid
	 	$	 	 
	 	 	 	 
	 	 	 	 
	4.	 	 	Class B Monthly Interest
	 	$	 	 
	 	 	 	 
	 	 	 	 
	5.	 	 	Class B Monthly Interest previously due but not paid,
if any
	 	$	 	 
	 	 	 	 
	 	 	 	 
	6.	 	 	Class B Additional Interest, if any, and any Class B
Additional Interest previously due but not paid
	 	$	 	 
	 	 	 	 
	 	 	 	 
	7.	 	 	Series 2008-3 Servicing Fee
	 	$	 	 
	 	 	 	 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	8.	 	 	Series 2008-3 Servicing Fee previously due but not
paid, if any
	 	$	 	 
	 	 	 	 
	 	 	 	 
	9.	 	 	Class C Monthly Interest
	 	$	 	 
	 	 	 	 
	 	 	 	 
	10.	 	 	Class C Monthly Interest previously due but not paid,
if any
	 	$	 	 
	 	 	 	 
	 	 	 	 
	11.	 	 	Class C Additional Interest, if any, and any Class C
Additional Interest previously due but not paid
	 	$	 	 
	 	 	 	 
	 	 	 	 
	12.	 	 	Series 2008-3 Investor Default Amount to be treated
as Available Principal Amounts, if any
	 	$	 	 
	 	 	 	 
	 	 	 	 
	13.	 	 	Aggregate Nominal Liquidation Amount Deficit, if any,
to be treated as a Available Principal Amounts
	 	$	 	 
	 	 	 	 
	 	 	 	 
	14.	 	 	Amount up to the excess, if any of the Required
Reserve Account Amount over the Available Reserve
Account Amount to be deposited into the Reserve
Account
	 	$	 	 
	 	 	 	 
	 	 	 	 
	15.	 	 	Amount equal to the Spread Account Deficiency to be
deposited into the Spread Account
	 	$	 	 
	 	 	 	 
	 	 	 	 
	16.	 	 	If an Event of Default and acceleration of the
maturity of the Series 2008-3 Notes has occurred on
or prior to the related Distribution Date, an amount
up to the Series 2008-3 Outstanding Dollar Principal
Amount on such Distribution Date minus the
amount of Series 2008-3 Available Principal Amounts
(not taking
into account amounts available under this clause) and
amounts, if any, on deposit in the Principal Funding
Account available to pay principal on the Class A
Notes, the Class B Notes, and the Class C Notes on
such Distribution Date, to be treated as a portion of
Available Principal Amounts for such Distribution Date
	 	$	 	 
	 	 	 	 
	 	 	 	 
	17.	 	 	Amount to be treated as Shared Excess Finance Charge
Amounts for application in accordance with
Section 3.17
	 	$	 	 
	 	 	 	 
	 	 	 	 
	18.	 	 	Amount to be paid to the Servicer and treated as
Excess Finance Charge Collections for application in
accordance with the Series 2005-CC Supplement and the
Pooling and Servicing Agreement
	 	$	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Total
	 	$	 	 
	 	 	 	 
	 	 	 	 





 









 







	B.	 	Amounts to be treated as Series 2008-3 Finance Charge Amounts and deposited into the
Collection Account pursuant to Section 3.03:





	 	 	 	 	 	 	 	 	 
	1.	 	 	Amount withdrawn from the Reserve Account
	 	$	 	 
	 	 	 	 
	 	 	 	 
	2.	 	 	Any Shared Excess Finance Charge Amounts allocable to
Series 2008-3
	 	$	 	 
	 	 	 	 
	 	 	 	 
	3.	 	 	Amount withdrawn from the Spread Account and
deposited into the Collection Account for the Class C
Notes
	 	$	 	 
	 	 	 	 
	 	 	 	 
	4.	 	 	Receivables Sales Proceeds received by the Issuer
pursuant to Section 3.12(c)(ii) and deposited
into the Collection Account for Series 2008-3
	 	$	 	 
	 	 	 	 
	 	 	 	 





II. Allocations and Payments of Series 2008-3 Available Principal Amounts.





	A.	 	Re-allocation of Series 2008-3 Available Principal Amounts pursuant to Section 3.06(a),
(b) and (c) to be applied on the next Transfer Date by the Indenture Trustee:





	 	 	 	 	 	 	 	 	 
	1.	 	 	Reallocated Class C Principal Collections:
	 	$	 	 
	 	 	 	 
	 	 	 	 
	2.	 	 	Reallocated Class B Principal Collections:
	 	$	 	 
	 	 	 	 
	 	 	 	 






	B.	 	Targeted Deposits of Series 2008-3 Available Principal Amounts to the Principal Funding
Account pursuant to Section 3.08, to be made by the Indenture Trustee on the following
dates:






	1.	 	On the applicable Principal Payment Date prior to any payment,
the Nominal Liquidation Amount for the related Class of Notes:






	 	 	 	 	 	 	 	 	 
	 	a.	 	 	Class A
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	b.	 	 	Class B
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	c.	 	 	Class C
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Total
	 	$	 	 
	 	 	 	 	 
	 	 	 	 






	2.	 	In the Principal Funding Account for each Class of the Series
2008-3 Notes, the Controlled Accumulation Amount or the amount
specified in Section 3.08(b)(ii):





	 	 	 	 	 	 	 	 	 
	 	a.	 	 	Class A
	 	$	 	 
	 	 	 	 	 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	b.	 	 	Class B
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	c.	 	 	Class C
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Total
	 	$	 	 
	 	 	 	 	 
	 	 	 	 






	3.	 	In the case of an Event of Default, Early Redemption Event or
other optional or mandatory redemption, on the applicable
Transfer Date, the Nominal Liquidation Amount for the related
Class of Notes:





	 	 	 	 	 	 	 	 	 
	 	a.	 	 	Class A
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	b.	 	 	Class B
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	c.	 	 	Class C
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Total
	 	$	 	 
	 	 	 	 	 
	 	 	 	 






	C.	 	Payments and deposits pursuant to Section 3.09, to be received on the following
dates:





	 	 	 	 	 	 	 	 	 
	1.	 	 	Withdrawals from the Spread Account deposited into
the Principal Funding Account on the Distribution
Date pursuant to Section 3.14(b)
	 	$	 	 
	 	 	 	 
	 	 	 	 
	2.	 	 	As of the date of receipt, Receivables Sales Proceeds
received pursuant to Section 3.12(c)(i) deposited
in the Principal Funding Account as of the date of
receipt by the Issuer
	 	$	 	 
	 	 	 	 
	 	 	 	 






	D.	 	Withdrawals from the Principal Funding Account pursuant to Section 3.10, and remitted
to the Paying Agent for payment on the Notes in the following priority:





	 	 	 	 	 	 	 	 	 
	1.	 	 	Principal payment to Class A Noteholders
	 	$	 	 
	 	 	 	 
	 	 	 	 
	2.	 	 	Principal payment to Class B Noteholders
	 	$	 	 
	 	 	 	 
	 	 	 	 
	3.	 	 	Principal payment to Class C Noteholders
	 	$	 	 
	 	 	 	 
	 	 	 	 






	E.	 	Allocations of reductions from Investor Charge-Offs to the Nominal Liquidation Amount of
subordinated classes pursuant to Section 3.04:





	 	 	 	 	 	 	 	 	 
	1.	 	 	Initial allocation of Investor Charge-Offs to each
Class of Series 2008-3 Notes
	 	$	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Class A
	 	$	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Class B
	 	$	 	 
	 	 	 	 
	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	Class C
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	2.	Amount reallocated to the Class C Notes, subject to
the restrictions set forth in Section 3.04(b)(i)
	 	$	 	 
	 	 	 	 
	 	 	 	 
	3.	Amount reallocated to the Class B Notes, subject to
the restrictions set forth in Section 3.04(b)(ii)
	 	$	 	 
	 	 	 	 
	 	 	 	 
	4.	Amount reallocated to the class A Notes, subject to
the restrictions set forth in Section 3.04(b)(iii)
	 	$	 	 
	 	 	 	 
	 	 	 	 





	 	 	 	 	 	 	 	 	 
	F.	Net proceeds from sales of Receivables for Accelerated Series 2008-3 Notes pursuant to
Section 3.12
	 	$	 	 
	 	 	 	 
	 	 	 	 





III. Targeted deposits to, and withdrawals of funds on deposit from, the Spread Account.




	 	 	 	 	 	 	 	 	 
	A.	Targeted deposit to the Spread Account for the Class C Notes pursuant to
Section 3.13:
	 	$	 	 
	 	 	 	 
	 	 	 	 






	B. 	Withdrawals from the Spread Account pursuant to Section 3.14:






	 	1.	 	Amount withdrawn from
the Spread Account
and deposited in the
Collection Account
for the Class C Notes
pursuant to Section
3.14(a):
	 
	 	2.	 	Amount withdrawn from
the Spread Account
and deposited in the
Principal Funding
Account pursuant to
Section 3.14(b):






	IV.	 	Targeted deposits to, and withdrawals of funds on deposit from, the Reserve Account.





	 	 	 	 	 	 	 	 	 
	A.	Targeted deposit to the Reserve Account pursuant to Section 3.15:
	 	$	 	 
	 	 	 	 
	 	 	 	 
	B.	Withdrawals from the Reserve Account pursuant to Section 3.16:
	 	$	 	 
	 	 	 	 
	 	 	 	 
	 	 	1.	 	Amount withdrawn from
the Reserve Account
and deposited in the
Collection Account to
be treated as Series
2008-3 Finance Charge
Amounts pursuant to
Section 3.16(a):
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.	 	Amount withdrawn from
the Reserve Account
and paid to the Issuer
pursuant to Section
3.16(b):
	 	$	 	 
	 	 	 	 	 
	 	 	 	 





 









 





          IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this ___
day of                     ,___.




	 	 	 	 	 
	 	NATIONAL CITY BANK, as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXHIBIT C




FORM OF SERIES 2008-3 SCHEDULE TO MONTHLY NOTEHOLDERS’ STATEMENT




NATIONAL CITY CREDIT CARD MASTER NOTE TRUST

SERIES 2008-3




          Reference is made to the Series 2005-CC Supplement dated as of August 23, 2005 (the
“Series 2005-CC Supplement”), between NATIONAL CITY BANK, as Seller and Servicer, and The
Bank of New York (Delaware), as Trustee, the Indenture dated as of August 23, 2005, as amended by
the First Amendment thereto dated as of March 20, 2007 (the “Indenture”), as supplemented
by the Series 2008-3 Indenture Supplement, dated as of May 28, 2008 (the “Indenture
Supplement”), each between NATIONAL CITY CREDIT CARD MASTER NOTE TRUST, as issuer (the
“Issuer”) and The Bank of New York, as indenture trustee (the “Indenture Trustee”).
Capitalized terms used in this Monthly Noteholders’ Statement have their respective meanings set
forth in the Series 2005-CC Supplement, the Master Indenture and the Indenture Supplement, as
applicable.




     Information Regarding the Current Monthly Distribution



	 	 	 	 	 	 	 
	1.	 	The amount of the current monthly principal
payment in respect of the Class A Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	2.	 	The amount of the current monthly principal
payment in respect of the Class B Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	3.	 	The amount of the current monthly principal
payment in respect of the Class C Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	4.	 	The amount of the current monthly distribution in
respect of Class A Monthly Interest
	 	$	 	 
	 	 	 
	 	 	 	 
	5.	 	The amount of the current monthly distribution in
respect of Class A Additional Interest
	 	$	 	 
	 	 	 
	 	 	 	 
	6.	 	The amount of the current monthly distribution in
respect of Class B Monthly Interest
	 	$	 	 
	 	 	 
	 	 	 	 
	7.	 	The amount of the current monthly distribution in
respect of Class B Additional Interest
	 	$	 	 
	 	 	 
	 	 	 	 
	8.	 	The amount of the current monthly distribution in
respect of Class C Monthly Interest
	 	$	 	 
	 	 	 
	 	 	 	 
	9.	 	The amount of the current monthly distribution in
respect of Class C Additional Interest
	 	$	 	 
	 	 	 
	 	 	 	 





 









 






     10. Series 2008-3 Investor Default Amount



	 	 	 	 	 	 	 
	(a)	 	The Series 2008-3 Investor Default Amount for
the related Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	Series 2008-3 Investor Default Amount
allocated to the Class A Notes for the related
Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(c)	 	Series 2008-3 Investor Default Amount
allocated to the Class B Notes for the related
Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(d)	 	Series 2008-3 Investor Default Amount
allocated to the Class C Notes for the related
Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 





     11. Investor Charge-Offs



	 	 	 	 	 	 	 
	(a)	 	The aggregate amount of Investor Charge-Offs
allocated to the Class A Notes for the related
Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	The aggregate amount of Investor Charge-Offs
allocated to the Class B Notes for the related
Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(d)	 	The aggregate amount of Investor Charge-Offs
allocated to the Class C Notes for the related
Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(e)	 	The aggregate amount of the Nominal
Liquidation Amount Deficit of the Class A Notes
reimbursed on the Transfer Date immediately
preceding this Distribution Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(f)	 	The aggregate amount of the Nominal
Liquidation Amount Deficit of the Class B Notes
reimbursed on the Transfer Date immediately
preceding this Distribution Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(g)	 	The aggregate amount of the Nominal
Liquidation Amount Deficit of the Class C Notes
reimbursed on the Transfer Date immediately
preceding this Distribution Date
	 	$	 	 
	 	 	 
	 	 	 	 





     12. Investor Servicing Fee



	 	 	 	 	 	 	 
	(a)	 	The amount of the Master Trust Investor
Servicing Fee payable by the Trust on behalf of
the Series 2008-3 Noteholders to the Servicer for
the related Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 





 









 






	 	 	 	 	 	 	 
	(b)	 	The amount of Servicer Interchange payable by
the Trust to the Servicer for the related Monthly
Period
	 	$	 	 
	 	 	 
	 	 	 	 





     13. Reallocations



	 	 	 	 	 	 	 
	(a)	 	The amount of Reallocated Class C Principal
Collections with respect to this Distribution
Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	The amount of Reallocated Class B Principal
Collections with respect to this Distribution
Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(c)	 	The Class C Nominal Liquidation Amount as of
the close of business on this Distribution Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(d)	 	The Class B Nominal Liquidation Amount as of
the close of business on this Distribution Date
	 	$	 	 
	 	 	 
	 	 	 	 





     14. Reserve Account



	 	 	 	 	 	 	 
	(a)	 	The Reserve Draw Amount on the related
Transfer
Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	The amount of the Reserve Draw Amount
deposited in the Collection Account on the
related Transfer Date to be treated as Series
2008-3 Finance Charge Amounts for the Class A
Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	(c)	 	The amount of the Reserve Draw Account
deposited in the Collection Account on the
related Transfer Date to be treated as Series
2008-3 Finance Charge Amounts for the Class B
Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	(d)	 	The amount of the Reserve Draw Account
deposited in the Collection Account on the
related Transfer Date to be treated as Series
2008-3 Finance Charge Amounts for the Class C
Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	(e)	 	The amount on deposit in the Reserve Account
that exceeds the amount required to be on deposit
in the Reserve Account and is then paid to the
Issuer
	 	$	 	 
	 	 	 
	 	 	 	 





     15.  Spread Account



	 	 	 	 	 	 	 
	(a)	 	The Spread Account Deficiency on the related
Transfer
Date
	 	$	 	 
	 	 	 
	 	 	 	 





 









 






	 	 	 	 	 	 	 
	(b)	 	The amount withdrawn from the Spread Account
and deposited in the Collection Account on the
related Transfer Date to be treated as Series
2008-3 Finance Charge Amounts for the Class C
Notes
	 	$	 	 
	 	 	 
	 	 	 	 
	(c)	 	The amount withdrawn from the Spread Account
and deposited in the Principal Funding Account on
the related Transfer Date to be treated as Series
2008-3 Finance Charge Amounts for the Class C
Notes
	 	$	 	 
	 	 	 
	 	 	 	 





     16. Series 2008-3 Finance Charge Amounts



	 	 	 	 	 	 	 
	(a)	 	The amount of Series 2008-3 Finance Charge
Amounts on deposit in the Collection Account
allocated to the Class A Notes on the related
Transfer Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	The amount of Series 2008-3 Finance Charge
Amounts on deposit in the Collection Account
allocated to the Class B Notes on the related
Transfer Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(c)	 	The amount of Series 2008-3 Finance Charge
Amounts on deposit in the Collection Account
allocated to the Class C Notes on the related
Transfer Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(d)	 	The amount of Shared Excess Finance Charge
Amounts for other Series of Notes in Group A
	 	$	 	 
	 	 	 
	 	 	 	 





     17.  Series 2008-3 Available Principal Amounts after
Reallocations



	 	 	 	 	 	 	 
	(a)	 	The amount of Series 2008-3 Available
Principal Amounts on deposit in the Principal
Funding Account allocated to the Class A Notes on
the related Transfer Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	The amount of Series 2008-3 Available
Principal Amounts on deposit in the Principal
Funding Account allocated to the Class B Notes on
the related Transfer Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(c)	 	The amount of Series 2008-3 Available
Principal Amounts on deposit in the Principal
Funding Account allocated to the Class C Notes on
the related Transfer Date
	 	$	 	 
	 	 	 
	 	 	 	 
	(d)	 	The amount of Shared Excess Principal Amounts
for other Series of Notes in Group A
	 	$	 	 
	 	 	 
	 	 	 	 





 









 






     18. Base Rate



	 	 	 	 	 	 	 
	(a)	 	The Base Rate for the related Monthly Period
	 	$	 	 
	 	 	 
	 	 	 	 





     19. Portfolio Yield



	 	 	 	 	 	 	 
	(a)	 	The Portfolio Yield for the related Monthly
Period
	 	$	 	 
	 	 	 
	 	 	 	 
	(b)	 	The Portfolio Adjusted Yield for the related
Monthly Period $
	 	$	 	 
	 	 	 
	 	 	 	 





 









 






     IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly Noteholders’
Statement this
         day 
of                     ,           .



	 	 	 	 	 
	 	NATIONAL CITY BANK, as Administrator
on behalf of 
the
National City Credit Card Master Note Trust and as 
Servicer
of the National City Credit Card Master Trust
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




6