CLASS C
               CONFIRMATION FOR U.S. DOLLAR INTEREST RATE SWAP
                   TRANSACTION UNDER 2002 MASTER AGREEMENT

Date:    November 7, 2002                Our ref: JPMorgan Reference Number
                                                  0009023078/63325217
To:      World Financial Network         From:    JPMorgan Chase Bank
         Credit Card Master Note Trust            270 Park Avenue
         c/o Chase Manhattan Bank                 New York, NY 10017
         USA, National Association
         500 Stanton Christiana Road              Global Derivative Operations
         OPS4, 3rd Floor                          4 Metrotech Center, 17th Floor
         Newark, DE  19713                        Brooklyn, NY 11245

Attn:    Institutional Trust Services    Contact: Document Control
Fax No:  302-552-6280                    Fax No:  718-242-9263
Tel No:  302-552-6279                    Tel No:  718-242-7294


Dear Sir/Madam,

         The purpose of this letter agreement is to confirm the terms and
conditions of the Transaction entered into between World Financial Network
Credit Card Master Note Trust and JPMorgan Chase Bank (each a "party" and
together "the parties") on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the ISDA
Master Agreement specified in paragraph 1 below (the "Agreement").

             The definitions and provisions contained in the 2000 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc., the "Definitions") are incorporated into this Confirmation.
In the event of any inconsistency between the Definitions and this
Confirmation, this Confirmation will govern. Capitalized terms used herein and
not otherwise defined have the meanings set forth in the Definitions or the
Indenture dated as of August 1, 2001, between Party B and BNY Midwest Trust
Company, as indenture trustee (the "Indenture") as supplemented by the Series
2002-A Indenture Supplement, dated as of November 7, 2002 (the "Indenture
Supplement" and together with the Indenture, the "Indenture").

1.       This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement (including the Schedule thereto) dated as of October 29,
2002, as amended and supplemented from time to time (the "Agreement"), between
the parties. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.

         In this Confirmation "Party A" means JPMorgan Chase Bank and "Party
B" means World Financial Network Credit Card Master Note Trust.

2.       The terms of the particular Transaction to which this Confirmation
relates are as follows:

         Notional Amount:          Initially, USD 81,000,000.00 and thereafter
                                   an amount equal for each Calculation Period
                                   to the Class C Note Principal Balance (as
                                   defined in the Indenture Supplement) at the
                                   end of the first day of that Calculation
                                   Period.

         Trade Date:               October 30, 2002


<PAGE>

        Effective Date:            November 7, 2002

        Termination Date:          The earlier of (i) August 15, 2011, subject
                                   to  adjustment in accordance with the
                                   Following  Business Day  Convention, and
                                   ii) the date on which the Class C Note
                                   Principal Balance (as defined in the
                                   Indenture Supplement) is reduced to zero,
                                   subject to early termination in accordance
                                   with the terms of the Agreement.  In
                                   accordance with the Indenture Supplement,
                                   the Class C Expected Principal Distribution
                                   Date is November 15, 2007, subject to the
                                   Modified  Following Business Day
                                   Convention.


        Fixed Amounts:

        Fixed Rate Payer:          Party B

        Fixed Rate Payer           The 15th of each month commencing
        Payments Dates:            December 16, 2002 and ending on the
                                   Termination Date, subject to adjustment in
                                   accordance with the Modified Following
                                   Business Day Convention

        Fixed Rate:                3.56% per annum

        Fixed Rate Day Count       Actual/360
        Fraction:

        Floating Amounts:

        Floating Rate Payer:       Party A

        Floating Rate Payer        The 15th of each month commencing December
        Payment Dates:             16, 2002 and ending on the Termination Date,
                                   subject to adjustment in accordance with the
                                   Modified Following Business Day Convention.

        Floating Rate for initial  Linear Interpolation
        Calculation Period:

        Floating Rate Option:      USD-LIBOR-BBA

        Designated Maturity:       1 Month, except for the initial Calculation
                                   Period, which shall be interpolated.

        Spread:                    None

        Floating Rate Day Count    Actual/360
        Fraction:

        Reset Dates:               First day of each Calculation Period



                                 Page 2 of 5
<PAGE>

         Business Days:            New York, London, Columbus, Ohio, and
                                   Chicago, Illinois

         Calculation Agent:        Party A

3.       Additional Amounts Upon Partial Termination

         On any Payment Date prior to the Class C Expected Principal
Distribution Date (as defined in the Indenture Supplement), where as a result
of principal payments on the Class C Notes (as defined in the Indenture
Supplement), the Notional Amount would be reduced by the corresponding
reduction in the Class C Note Principal Balance (as defined in the Indenture
Supplement), the parties hereto shall treat the portion of such reduction
(without duplication) as terminated on such Payment Date (a "Terminated
Transaction"). Party A shall calculate the Market Quotation for the Terminated
Transaction as set forth below.

         "Market Quotation" means, with respect to a Terminated Transaction,
an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to Party A
(expressed as a negative number) or by Party A (expressed as a positive
number) in consideration of an agreement between Party A and the quoting
Reference Market-maker to enter into such Terminated Transaction (with the
same fixed and floating payment rates and remaining term as this Transaction)
on the relevant Payment Date. Party A will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same
day and time (without regard to different time zones) on or as soon as
reasonably practicable prior to the relevant Payment Date. The day and time as
of which those quotations are to be obtained will be selected in good faith by
Party A. If more than three quotations are provided, the Market Quotation will
be the arithmetic mean of the quotations, without regard to the quotations
having the highest and lowest values. If exactly three such quotations are
provided, the Market Quotation will be the quotation remaining after
disregarding the highest and lowest quotations. For this purpose, if more than
one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided,
Party A will determine the Market Quotation in good faith. Notwithstanding the
foregoing, Party A shall be the sole Reference Market-maker unless: (a) the
reduction in the Notional Amount of the Transaction is equal to or greater
than $50 million on such Payment Date, and (b) the Servicer or the Indenture
Trustee requests that quotations from Reference Market-makers other than Party
A are utilized.

         If the amount so determined by Party A in respect of a Terminated
Transaction is positive, Party B shall owe such amount to Party A, which shall
be payable (with interest thereon accruing from such Payment Date and
calculated at the Fixed Rate) on the next Distribution Date to the extent
provided in the Indenture. If such amount is negative, no amounts shall be
payable by Party A or Party B in respect of the Terminated Transaction.

4.      Account Details:

        Account for payments to             Name: JPMorgan Chase Bank
        Party A:                            City: New York
                                            ABA#  021-000-021
                                            Ref:  World Financial Network
                                            Credit Card Master Note Trust
                                            - Swaps Group
                                            Acct: 900-900-1364

                                 Page 3 of 5
<PAGE>


        Account for payments to             Name: Bank of New York
        Party B:                            City: New York
                                            ABA#  021-000-018
                                            Ref: World Financial Network Credit
                                            Card Master Note Trust - GLA111565
                                            Acct: 394569 Finance Charge Account
5.      Offices:

        The Office of Party A for this      4 Metrotech Center, 17th Floor
        Transaction is:                     Brooklyn, NY 11245

        The Office of Party B for this      c/o Chase Manhattan Bank
        Transaction is:                     USA, National Association
                                            500 Stanton Christiana Road
                                            OPS4, 3rd Floor
                                            Newark, DE  19713

             Please confirm that the foregoing correctly sets forth the terms
             and conditions of our agreement by responding within three (3)
             Business Days by returning via telecopier an executed copy of
             this Confirmation to the attention of Ron Pope (fax
             no.718-242-9263/9262).

Failure to respond within such period shall not affect the validity or
enforceability of this Transaction, and shall be deemed to be an affirmation
of the terms and conditions contained herein, absent manifest error.

                                 Page 4 of 5
<PAGE>


JPMORGAN CHASE BANK                       Accepted and confirmed as of the date
                                          first written:

                                          WORLD FINANCIAL NETWORK CREDIT CARD
By: /s/ Gerry Chu                         MASTER NOTE TRUST,
    ------------------                    By: Chase Manhattan Bank USA,
Name: Gerry Chu                           National Association, not in its
Title: Associate                          individual capacity, but solely as
                                          Owner Trustee



                                           By: /s/ Michael B. McCarthy
                                               ------------------------------
                                           Name: Michael B. McCarthy
                                           Title: Vice President



























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