<PAGE>

                                                                     Exhibit 4.1





                     FLEET BANK (RI), NATIONAL ASSOCIATION,

                                    Servicer

                         FLEET CREDIT CARD FUNDING TRUST

                                   Transferor,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     Trustee

                on behalf of the Series 2002-C Certificateholders

                            SERIES 2002-C SUPPLEMENT

                          Dated as of November 26, 2002

                                       to

              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 1993,

                  as Amended and Restated as of January 1, 2002

                        FLEET CREDIT CARD MASTER TRUST II

                                  SERIES 2002-C
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                   <C>                                                                                    <C>
                                               ARTICLE I

                              Creation of the Series 2002-C Certificates

Section 1.1           Designation................................................................................1



                                              ARTICLE II

                                              Definitions

Section 2.1           Definitions................................................................................2



                                              ARTICLE III

                                         Servicer and Trustee

Section 3.1           Servicing Compensation....................................................................16



                                              ARTICLE IV

     Rights of Series 2002-C Certificateholders and Collateral Interest Holder and Allocation and
                                      Application of Collections

Section 4.1           Collections and Allocations...............................................................17

Section 4.2           Determination of Monthly Interest.........................................................19

Section 4.3           Determination of Monthly Principal........................................................21

Section 4.4           Required Amount...........................................................................22

Section 4.5           Application of Class A Available Funds, Class B Available Funds, Collateral
                      Available Funds and Available Investor Principal Collections..............................23

Section 4.6           Defaulted Amounts; Investor Charge-Offs...................................................25

Section 4.7           Excess Spread; Excess Finance Charges.....................................................26

Section 4.8           Reallocated Principal Collections.........................................................27

Section 4.9           Excess Finance Charges....................................................................28

Section 4.10          Shared Principal Collections..............................................................28

Section 4.11          Determination of LIBOR....................................................................29

Section 4.12          Principal Funding Account.................................................................29

Section 4.13          Accumulation Period.......................................................................30

Section 4.14          Reserve Account...........................................................................31
</TABLE>


                                      -i-
<PAGE>
                                TABLE OF CONTENTS

                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                   <C>                                                                                    <C>
                                              ARTICLE V

                      Distributions and Reports to Series 2002-C Certificateholders

Section 5.1           Distributions.............................................................................33

Section 5.2           Certificates and Statements...............................................................34



                                              ARTICLE VI

                                     Series 2002-C Pay Out Events

Section 6.1           Series 2002-C Pay Out Events..............................................................35



                                              ARTICLE VII

                                Optional Repurchase; Series Termination

Section 7.1           Optional Repurchase.......................................................................36

Section 7.2           Series Termination........................................................................36



                                             ARTICLE VIII

                                          Final Distributions

Section 8.1           Sale of Receivables or Certificateholders' Interest Pursuant to Section 2.06 or
                      10.01 of the Agreement....................................................................37

Section 8.2           Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables
                      Pursuant to Section 9.02 of the Agreement.................................................38

Section 8.3           Instructions Pursuant to Section 9.02(a) of the Agreement.................................40



                                              ARTICLE IX

                                             Certificates

Section 9.1           Book-Entry Certificates...................................................................40



                                               ARTICLE X

                                       Miscellaneous Provisions

Section 10.1.         Certain Matters Regarding the Collateral Interest Holder..................................40

Section 10.2          Ratification of Agreement.................................................................40

Section 10.3          Counterparts..............................................................................40
</TABLE>


                                      -ii-
<PAGE>
                                TABLE OF CONTENTS

                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                   <C>                                                                                    <C>
Section 10.4          Governing Law.............................................................................40

Section 10.5          Notices...................................................................................41

Section 10.6          Amendments................................................................................41

Section 10.7.         Uncertificated Securities.................................................................41

Section 10.8.         Transfers of the Collateral Interest......................................................41

Section 10.9.         Additional Representations and Warranties of the Transferors..............................42
</TABLE>


End of TOC - Do not delete this paragraph!


                                     -iii-
<PAGE>
                                    EXHIBITS

<TABLE>
<S>                        <C>
EXHIBIT A-1                Form of Class A Certificate

EXHIBIT A-2                Form of Class B Certificate

EXHIBIT B                  Form of Monthly Payment Instructions

EXHIBIT C                  Form of Monthly Certificateholders' Statement

EXHIBIT D                  Form of Investment Letter
</TABLE>

                                     -iii-
<PAGE>
            SERIES 2002-C SUPPLEMENT, dated as of November 26, 2002 (the
"Supplement"), among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking
association, as Servicer, FLEET CREDIT CARD FUNDING TRUST, a Delaware statutory
trust, as Transferor, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers
Trust Company), a New York banking corporation, as Trustee.

            Pursuant to the Amended and Restated Pooling and Servicing Agreement
dated as of December 1, 1993, as amended and restated as of January 1, 2002 (and
as subsequently amended and supplemented, including by the terms of this
Supplement, the "Agreement"), among Fleet Bank (RI), National Association as
Servicer, Fleet Credit Card Funding Trust, as Transferor and the Trustee, the
Fleet Credit Card Master Trust II (the "Trust") has been created. Section 6.03
of the Agreement provides that the Transferor may from time to time direct the
Trustee to authenticate one or more new Series of Investor Certificates
representing fractional undivided interests in the Trust. The Principal Terms of
any new Series are to be set forth in a Supplement to the Agreement.

            Pursuant to this Supplement, the Transferor and the Trustee shall
create a new Series of Investor Certificates and specify the Principal Terms
thereof.


                                    ARTICLE I
                   Creation of the Series 2002-C Certificates

            Section 1.1 Designation.

            (a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Supplement to be known as "Fleet
Credit Card Master Trust II, Series 2002-C." The Series of Investor Certificates
created hereby shall be issued in two Classes. The first Class shall be known as
the "Class A 2.75% Asset-Backed Certificates, Series 2002-C," and the second
Class shall be known as the "Class B Floating Rate Asset-Backed Certificates,
Series 2002-C." In addition, there is hereby created a third Class of interests
in the Trust which, except as expressly provided herein, shall be deemed to be
"Investor Certificates" for all purposes under the Agreement and this Supplement
and shall be in uncertificated form and which shall be known as the "Collateral
Interest, Series 2002-C." The Collateral Interest Holder shall be the Series
Enhancer for Series 2002-C.

            (b) Series 2002-C shall be included in Group One. Series 2002-C
shall be a Principal Sharing Series with respect to Group One only. Series
2002-C shall not be subordinated to any other Series. Notwithstanding any
provision in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 2002-C shall be the January 2003
Distribution Date, and references herein to the Monthly Period relating to the
January 2003 Distribution Date shall mean the period from the Closing Date
through the end of December 2002.

            (c) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.
<PAGE>
            (d) The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement. Notwithstanding the foregoing, except as
expressly provided herein, (i) the provisions of Article VI and Article XII of
the Agreement relating to the execution, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates and clauses (a) and (c) of
the definition of "Tax Opinion" in Section 1.01 of the Agreement shall not be
applicable to the Collateral Interest, and (ii) the provisions of Section 3.07
of the Agreement shall not cause the Collateral Interest to be treated as debt
for federal, state and local income and franchise tax purposes, but rather the
Transferor intends, and together with the Collateral Interest Holder, agrees to
treat the Collateral Interest for federal, state and local income and franchise
tax purposes as representing an equity interest in the assets of the Trust.


                                   ARTICLE II
                                   Definitions

            Section 2.1 Definitions.

            (a) Whenever used in this Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.

            "Accumulation Date" shall mean the close of business on December 31,
2004.

            "Accumulation Period" shall mean, unless a Pay Out Event with
respect to Series 2002-C shall have occurred prior thereto, the period
commencing on the Accumulation Date or such later date as is determined in
accordance with Section 4.13 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 2002-C Holders of the Investor Amount or (c) the Series Termination Date.

            "Accumulation Period Length" shall have the meaning specified in
Section 4.13.

            "Additional Interest" shall mean, at any time of determination, the
Class A Additional Interest, the Class B Additional Interest and the Collateral
Additional Interest.

            "Assignee" shall have the meaning specified in subsection 10.8(a).

            "Available Investor Principal Collections" shall mean, with respect
to any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to
the Principal Allocation Percentage of all Collections of Principal Receivables
received during such Monthly Period minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.8 are required to fund any deficiency in the amounts to be distributed
pursuant to Sections 4.5(a)(i), (ii) and (iii), 4.5(b)(i), and (ii) and 4.7(d)
for the related Distribution Date, plus (b) any Shared Principal Collections
with respect to other Series in Group One that are allocated to Series 2002-C in
accordance with Section 4.04 of the Agreement and Section 4.10 hereof, plus (c)
any other amounts which pursuant to subsection 4.5(a)(iii)


                                       2
<PAGE>
(including any amounts allocated with respect thereto pursuant to subsection
4.7(a)) and Section 4.7 hereof are to be treated as Available Investor Principal
Collections with respect to the related Distribution Date.

            "Average Principal Balance" shall mean, for any Monthly Period in
which an Addition Date occurs, the weighted average of the sum of the Principal
Receivables in the Trust and the principal amount on deposit in the Excess
Funding Account at the end of the day on the last day of the prior Monthly
Period and the sum of the Principal Receivables in the Trust and the principal
amount on deposit in the Excess Funding Account at the end of the day on the
related Addition Date, weighted, respectively, by a fraction, the numerator of
which is the number of days from and including the first day of such Monthly
Period, to but excluding the related Addition Date, and the denominator of which
is the number of days in such Monthly Period, and by a fraction, the numerator
of which is the number of days from and including the related Addition Date to
and including the last day of such Monthly Period, and the denominator of which
is the number of days in such Monthly Period.

            "Bank" shall mean Fleet Bank (RI), National Association.

            "Base Rate" shall mean, 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
Collateral Minimum Monthly Interest and the Monthly Servicing Fee with respect
to the related Distribution Date and the denominator of which is the Investor
Amount as of the last day of the preceding Monthly Period.

            "Class A Additional Interest" shall have the meaning specified in
subsection 4.2(a).

            "Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Percentage of the
Collections of Finance Charge Receivables allocated to Series 2002-C (including
any amounts that are to be treated as Collections of Finance Charge Receivables
in accordance with the Agreement) and (b) the amount of Principal Funding
Investment Proceeds, if any, with respect to such Distribution Date and (c) the
amount of funds, if any, to be withdrawn from the Reserve Account which,
pursuant to Section 4.14, are required to be included in Class A Available Funds
with respect to such Distribution Date.

            "Class A Certificate Rate" shall mean 2.75% per annum.

            "Class A Certificateholder" shall mean the Person in whose name a
Class A Certificate is registered in the Certificate Register.

            "Class A Certificates" shall mean any one of the Certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1.

            "Class A Expected Final Distribution Date" shall mean the October
2005 Distribution Date.


                                       3
<PAGE>
            "Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class A Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of such
day; provided, however, that with respect to the first Monthly Period, the Class
A Floating Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Class A Initial Invested Amount and the denominator of
which is the Initial Invested Amount.

            "Class A Initial Invested Amount" shall mean $637,500,000.

            "Class A Interest Shortfall" shall have the meaning specified in
subsection 4.2(a).

            "Class A Invested Amount" shall mean, on any date of determination,
an amount equal to (a) the Class A Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Class A Certificateholders on
or prior to such date, minus (c) the excess, if any, of the aggregate amount of
Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate
amount of Class A Investor Charge-Offs reimbursed pursuant to subsection 4.6(a)
prior to such date minus (d) the Principal Funding Account Balance (but not in
excess of the Class A Initial Invested Amount) on such date.

            "Class A Investor Amount" shall mean, on any date of determination,
an amount equal to the sum of (a) the Class A Invested Amount and (b) the
Principal Funding Account Balance (but not in excess of the Class A Initial
Invested Amount).

            "Class A Investor Charge-Off" shall have the meaning specified in
Section 4.6(a).

            "Class A Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class A Floating Percentage
for such Monthly Period.

            "Class A Monthly Interest" shall have the meaning specified in
Section 4.2(a).

            "Class A Monthly Principal" shall have the meaning specified in
Section 4.3(a).

            "Class A Penalty Rate" shall mean the sum of the Class A Certificate
Rate and 2.00% per annum.

            "Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) after the Revolving Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class A
Invested Amount as of the last day of the Revolving Period, and the denominator
of which is the Invested Amount as of such last day; provided, however, that
with respect to the first Monthly Period, the Class A Principal Percentage shall
mean the percentage equivalent of a fraction, the


                                       4
<PAGE>
numerator of which is the Class A Initial Invested Amount and the denominator of
which is the Initial Invested Amount.

            "Class A Required Amount" shall have the meaning specified in
Section 4.4(a).

            "Class A Servicing Fee" shall have the meaning specified in Section
3.1.

            "Class B Additional Interest" shall have the meaning specified in
Section 4.2(b).

            "Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Percentage of the Collections of
Finance Charge Receivables allocated to Series 2002-C (including any amounts
that are to be treated as Collections of Finance Receivables in accordance with
the Agreement).

            "Class B Certificate Rate" shall mean for any Interest Period with
respect to the Class B Certificates, a per annum rate equal to LIBOR as of the
LIBOR Determination Date applicable to such Interest Period plus the Class B
Certificate Rate Spread.

            "Class B Certificate Rate Spread" shall mean 0.40% per annum.

            "Class B Certificateholder" shall mean the Person in whose name a
Class B Certificate is registered in the Certificate Register.

            "Class B Certificates" shall mean any one of the Certificates
executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.

            "Class B Expected Final Distribution Date" shall mean the October
2005 Distribution Date.

            "Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class B Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Invested Amount as of such
day; provided, however, that with respect to the first Monthly Period, the Class
B Floating Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Class B Initial Invested Amount and the denominator of
which is the Initial Invested Amount.

            "Class B Initial Invested Amount" shall mean $45,000,000.

            "Class B Interest Shortfall" shall have the meaning specified in
Section 4.2(b).

            "Class B Invested Amount" shall mean, on any date of determination,
an amount equal to (a) the Class B Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Class B Certificateholders on
or prior to such date, minus (c) the excess, if any, of the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates over the aggregate
amount of any reimbursement of Class B Investor Charge-Offs pursuant to


                                       5
<PAGE>
subsection 4.6(b) for all Distribution Dates preceding such date, minus (d) the
aggregate amount of Reallocated Principal Collections allocated on all prior
Distribution Dates pursuant to Section 4.8(a) (excluding any Reallocated
Principal Collections that have resulted in a reduction in the Collateral
Invested Amount pursuant to Section 4.6(c)), minus (e) an amount equal to the
amount by which the Class B Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.6(a), plus (f) the aggregate amount of
Excess Spread and Excess Finance Charges allocated and available on all prior
Distribution Dates pursuant to Section 4.7(e) for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); and minus
(g) the positive difference, if any, between the Principal Funding Account
Balance and the Class A Investor Amount on such date; provided, however, that
the Class B Invested Amount may not be reduced below zero.

            "Class B Investor Amount" shall mean, for any date of determination,
an amount equal to the sum of (a) the Class B Invested Amount and (b) the
positive difference, if any, between the Principal Funding Account Balance and
the Class A Investor Amount on such date (such sum not to exceed the Class B
Initial Invested Amount).

            "Class B Investor Charge-Off" shall have the meaning specified in
Section 4.6(b).

            "Class B Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class B Floating Percentage
for such Monthly Period.

            "Class B Monthly Interest" shall have the meaning specified in
Section 4.2(b).

            "Class B Monthly Principal" shall have the meaning specified in
Section 4.3(b).

            "Class B Penalty Rate" shall mean the sum of the Class B Certificate
Rate and 2.00% per annum.

            "Class B Principal Commencement Date" shall mean, the earlier to
occur of (x) the Class B Expected Final Distribution Date (but only if the Class
A Investor Amount is paid in full on such date) and (y) the Special Payment Date
on which the Class A Investor Amount is paid in full.

            "Class B Principal Percentage" shall mean with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) after the Revolving Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class B
Invested Amount as of the last day of the Revolving Period, and the denominator
of which is the Invested Amount as of such last day; provided, however, that
with respect to the first Monthly Period, the Class B Principal Percentage shall
mean the percentage equivalent of a fraction, the numerator of which is the
Class B Initial Invested Amount and the denominator of which is the Initial
Invested Amount.

            "Class B Required Amount" shall have the meaning specified in
Section 4.4(b).


                                       6
<PAGE>
            "Class B Servicing Fee" shall have the meaning specified in Section
3.1.

            "Closing Date" shall mean November 26, 2002.

            "Collateral Additional Interest" shall have the meaning specified in
Section 4.2(c).

            "Collateral Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Collateral Floating Percentage of the Collections
of Finance Charge Receivables allocated to Series 2002-C (including any amounts
that are to be treated as Collections of Finance Charge Receivables in
accordance with the Agreement).

            "Collateral Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Collateral Floating
Percentage for such Monthly Period.

            "Collateral Expected Final Distribution Date" shall mean the October
2005 Distribution Date.

            "Collateral Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Collateral Invested Amount as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Invested Amount as of such day; provided,
however, that with respect to the first Monthly Period, the Collateral Floating
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.

            "Collateral Initial Invested Amount" shall mean $67,500,000.

            "Collateral Interest" shall mean a fractional undivided interest in
the Trust which shall consist of the right to receive, (i) to the extent
necessary to make the required payments to the Collateral Interest Holder under
this Supplement, the portion of Collections allocable thereto under the
Agreement and this Supplement, funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement and, (ii)
amounts available for payment to the Collateral Interest Holder pursuant to
subsections 4.7(k), 4.14(e), 4.14(f), 8.1(b), 8.2(a) and 8.2(b) or any other
provision of this Supplement.

            "Collateral Interest Holder" shall mean the entity so designated in
the Transfer Agreement.

            "Collateral Interest Shortfall" shall have the meaning specified in
subsection 4.2(c).

            "Collateral Invested Amount" shall mean, for any date of
determination, an amount equal to (a) the Collateral Initial Invested Amount,
minus (b) an amount equal to the amount by which the Collateral Invested Amount
has been reduced on all prior Distribution Dates pursuant to Section 4.6, minus
(c) the aggregate amount paid pursuant to subsection


                                       7
<PAGE>
4.5(e)(iii) prior to such date, plus (d) the aggregate amount of Excess Finance
Charges and Excess Spread allocated and available on all prior Distribution
Dates pursuant to subsection 4.7(i) for the purpose of reimbursing amounts
deducted pursuant to the foregoing clause (b); provided, however, that the
Collateral Invested Amount may not be reduced below zero.

            "Collateral Minimum Interest Rate" shall mean the rate designated as
such in the Transfer Agreement; provided that for purposes of this Supplement,
such rate shall not exceed LIBOR plus 2.00% per annum.

            "Collateral Minimum Monthly Interest" shall have the meaning
specified in Section 4.2(c).

            "Collateral Monthly Principal" shall have the meaning specified in
Section 4.3(c).

            "Collateral Principal Commencement Date" shall mean, the earlier to
occur of (x) the Collateral Expected Final Distribution Date (but only if the
Class A Investor Amount and the Class B Investor Amount are paid in full on or
prior to such date) and (y) the Special Payment Date on which the Class A
Investor Amount and the Class B Investor Amount are paid in full.

            "Collateral Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Invested Amount as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) after the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Invested Amount as of the last day of the Revolving Period, and the
denominator of which is the Invested Amount as of such last day; provided,
however, that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.

            "Collateral Servicing Fee" shall have the meaning specified in
Section 3.1.

            "Controlled Accumulation Amount" shall mean for any Distribution
Date with respect to the Accumulation Period, the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount divided by 9; provided,
however, that, if the Accumulation Period is modified pursuant to Section 4.13,
(i) the Controlled Accumulation Amount for each Distribution Date with respect
to the Accumulation Period shall mean the amount determined in accordance with
Section 4.13 on the date on which the Accumulation Period has most recently been
modified and (ii) the sum of the Controlled Accumulation Amounts for all
Distribution Dates with respect to the modified Accumulation Period shall not be
less than the Initial Invested Amount.

            "Controlled Deposit Amount" shall mean, for any Distribution Date
with respect to the Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Distribution Date and any Deficit
Controlled Accumulation Amount for the immediately preceding Distribution Date.


                                       8
<PAGE>
            "Covered Amount" shall mean for any Distribution Date with respect
to the Accumulation Period or the first Special Payment Date if such Special
Payment Date occurs prior to the date on which the Class A Investor Amount is
paid in full, an amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the period from and including
the preceding Distribution Date to but excluding such Distribution Date and the
denominator of which is 360, times (B) the Class A Certificate Rate and (ii) the
Principal Funding Account Balance (but not in excess of the Class A Initial
Invested Amount), if any, as of the preceding Distribution Date.

            "Deficit Controlled Accumulation Amount" shall mean (a) on the first
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Accumulation Amount for such Distribution Date over the amount
distributed from the Collection Account as Class A Monthly Principal and Class B
Monthly Principal for such Distribution Date and (b) on each subsequent
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Deposit Amount for such subsequent Distribution Date over the
amount distributed from the Collection Account as Class A Monthly Principal and
Class B Monthly Principal for such subsequent Distribution Date.

            "Designated Maturity" shall mean, as of any LIBOR Determination
Date, one month; provided that LIBOR for the initial Note Interest Period will
be determined by straight-line interpolation (based on the actual number of days
in the initial Note Interest Period) between two rates determined in accordance
with the definition of LIBOR, one of which will be determined for a Designated
Maturity of one month, and the other of which will be determined for a
Designated Maturity of two months.

            "Distribution Date" shall have the meaning assigned thereto in the
Agreement, except that with respect to the Series 2002-C Certificates, the first
Distribution Date shall be January 15, 2003.

            "Excess Finance Charges" shall have the meaning specified in Section
      4.9.

            "Excess Spread" shall mean, with respect to any Distribution Date,
the sum of the amounts, if any, specified pursuant to Sections 4.5(a)(iv),
4.5(b)(iii) and 4.5(c)(ii) with respect to such Distribution Date.

            "Finance Charge Shortfall" shall have the meaning specified in
Section 4.9.

            "Fitch" shall mean Fitch, Inc., or its successors.

            "Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Invested Amount as of the
last day of the preceding Monthly Period (or with respect to the first Monthly
Period, the Initial Invested Amount) and the denominator of which is the greater
of (1) the sum of (x) the total amount of Principal Receivables in the Trust at
the end of the day on such date (or with respect to the first Monthly Period, at
the end of the day on the Closing Date) and (y) the principal amount on deposit
in the Excess Funding Account as of the end of the day on such date and (2) the
sum of the numerators used to calculate the Series


                                       9
<PAGE>
Percentages (as such term is defined in the Agreement) with respect to Finance
Charge Receivables or Defaulted Receivables, as applicable, for all Series then
outstanding; provided, however, that with respect to any Monthly Period in which
an Addition Date occurs and the Servicer need not make daily deposits of
Collections into the Collection Account, the denominator in (x) above shall be
the Average Principal Balance; provided further, however, that with respect to
any Monthly Period in which an Addition Date occurs and the Servicer is required
to make daily deposits of Collections into the Collection Account, the
denominator in (x) above shall be (1) for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date, the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period and (2) for the period from and
including the related Addition Date to and including the last day of such
Monthly Period, the aggregate amount of Principal Receivables in the Trust at
the end of the day on the related Addition Date.

            "Group One" shall mean Series 1996-A, Series 1996-B, Series 1996-D,
Series 1999-B, Series 1999-C, Series 1999-D, Series 2000-A, Series 2000-B,
Series 2000-C, Series 2000-D, Series 2001-A, Series 2001-B, Series 2001-C,
Series 2002-A, Series 2002-B, Series 2002-C and each other outstanding Series
hereafter specified in the related Supplement to be included in Group One.

            "Initial Invested Amount" shall mean the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Collateral Initial
Invested Amount.

            "Interchange" shall mean, with respect to Series 2002-C and with
respect to each Distribution Date, an amount of Allocated Interchange (as
defined in the Agreement) equal to one-twelfth of 1.25% of the outstanding
balance of the Principal Receivables allocable to Series 2002-C on the last day
of the preceding Monthly Period.

            "Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.

            "Invested Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date, (b)
the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.

            "Investment Letter" shall have the meaning specified in subsection
10.8(a).

            "Investor Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Invested Amount and (b) the Principal Funding
Account Balance.

            "Investor Charge-Offs" shall mean Class A Investor Charge-Offs and
Class B Investor Charge-Offs.

            "Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Monthly Period and (b) the Floating Allocation Percentage for
such Monthly Period.


                                       10
<PAGE>
            "LIBOR" shall mean an interest rate per annum determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.11.

            "LIBOR Determination Date" shall mean the second London Business Day
prior to the Closing Date with respect to the period from the Closing Date
through January 14, 2003; and, with respect to each Interest Period thereafter,
the second London Business Day prior to every Distribution Date on which such
Interest Period begins commencing with the January 2003 Distribution Date.

            "London Business Day" shall mean a 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 Collateral
Minimum Monthly Interest for such Distribution Date.

            "Monthly Servicing Fee" shall have the meaning specified in Section
3.1.

            "Net Portfolio Yield" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to (a) an amount equal to the product obtained by multiplying the
Floating Allocation Percentage with respect to such Monthly Period and the
amount of Collections of Finance Charge Receivables with respect to such Monthly
Period (including any other amounts that are to be treated as Collections of
Finance Charge Receivables in accordance with the Agreement), plus (b) the
amount of any Principal Funding Investment Proceeds for the related Distribution
Date, plus (c) the amount of funds, if any, to be withdrawn from the Reserve
Account which, pursuant to subsection 4.14(d), are required to be deposited into
the Collection Account and included in Class A Available Funds with respect to
such Distribution Date, minus (d) the Investor Default Amount for the
Distribution Date with respect to such Monthly Period, and the denominator of
which is the Investor Amount as of the last day of the preceding Monthly Period.

            "Percentage Allocation" shall have the meaning specified in Section
4.1(b)(ii).

            "Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest Holder or holder of an interest in the Trust, as applicable,
would not cause the Trust to be taxable as a publicly traded partnership for
federal income tax purposes.


            "Principal Allocation Percentage" shall mean, with respect to any
Monthly Period:

            (a) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, (x) the numerator of which is
the Invested Amount as of the last day of the immediately preceding Monthly
Period (or, in the case of the first Monthly Period, the Closing Date) and (y)
the denominator of which is the greater of (i) the sum of (A) the total amount
of Principal Receivables in the Trust as of the last day of the immediately
preceding Monthly Period and (B) the principal amount on deposit in the Excess
Funding Account as of such last day (or, in the case of the first Monthly
Period, the Closing Date) and (ii)


                                       11
<PAGE>
the sum of the numerators used to calculate the Series Percentages applicable to
Principal Receivables for all Series outstanding as of the date as to which such
determination is being made;

            (b) during the Accumulation Period or the Rapid Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, (x) the numerator of which is the Invested Amount as of the last day
of the Revolving Period or, if the numerator has been reduced as described in
the first proviso below during the Accumulation Period and a Rapid Amortization
Period commences, as of the last day of the Accumulation Period, and (y) the
denominator of which is the greater of (i) the sum of (A) the total amount of
Principal Receivables in the Trust as of the last day of the immediately
preceding Monthly Period and (B) the principal amount on deposit in the Excess
Funding Account as of such last day and (ii) the sum of the numerators used to
calculate the Series Percentages applicable to Principal Receivables for all
Series outstanding as of the date as to which such determination is being made;
provided however, that during the Accumulation Period, on any date, at the
option of the Transferor, the numerator of the Principal Allocation Percentage
may be reduced below the numerator used in the previous Monthly Period, to an
amount not less than the greater of (x) the Invested Amount as of the last day
of the immediately preceding Monthly Period (less the amount of any
distributions of principal deposited in the Principal Funding Account since the
last day of the immediately preceding Monthly Period) and (y) an amount that, if
used as the numerator of the Principal Allocation Percentage for the remainder
of the Accumulation Period, assuming for this purpose that (1) the payment rate
with respect to Collections of Principal Receivables remains constant at the
level of the immediately preceding Monthly Period, (2) the total amount of
Principal Receivables in the Trust (and the principal amount on deposit in the
Excess Funding Account, if any) remains constant at the level on the date of
such reduction, (3) no Pay Out Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on the date of such reduction) will be subsequently issued, would assure
that Available Investor Principal Collections for Series 2002-C would equal at
least 125% of the Controlled Accumulation Amount for each Monthly Period for so
long as the Invested Amount is greater than zero; provided further, however,
that any such reduction of the numerator of the Principal Allocation Percentage
shall be subject to the receipt by the Trustee of an Officer's Certificate of
the Transferor to the effect that the Transferor does not expect that the
Available Investor Principal Collections for any Monthly Period would be less
than the Controlled Accumulation Amount; provided further, however that with
respect to any Monthly Period in which an Addition Date occurs and the Servicer
need not make daily deposits of Collections into the Collection Account, the
amount in clause (y) (i) of paragraphs (a) and (b) above shall be the Average
Principal Balance; provided further, however, that with respect to any Monthly
Period in which an Addition Date occurs and the Servicer is required to make
daily deposits of Collections into the Collection Account, the amount in clause
(y) (i) of paragraphs (a) and (b) above shall be (1) for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date, the sum of (x) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the last day of the prior Monthly Period and
(y) the principal amount on deposit in the Excess Funding Account as of such
last day and (2) for the period from and including the related Addition Date to
and including the last day of such Monthly Period, the sum of (x) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date and (y) the principal amount on deposit in the Excess
Funding Account at the end of the day on the related Addition Date.


                                       12
<PAGE>
            "Principal Funding Account" shall have the meaning set forth in
subsection 4.12(a)(i).

            "Principal Funding Account Balance" shall mean, with respect to any
date of determination during the Accumulation Period, the principal amount, if
any, on deposit in the Principal Funding Account on such date of determination.

            "Principal Funding Investment Proceeds" shall have the meaning
specified in subsection 4.12(a)(ii).

            "Principal Shortfall" shall have the meaning specified in Section
4.10.

            "Rapid Amortization Period" shall mean, (a) if on the day on which a
Trust Pay Out Event or a Series 2002-C Pay Out Event is deemed to have occurred
the Servicer need not make daily deposits into or withdrawals from the
Collection Account pursuant to Section 4.03(a) of the Agreement, the period
commencing at the close of business on the Business Day immediately preceding
the first day of the Monthly Period in which such Trust Pay Out Event or Series
2002-C Pay Out Event is deemed to have occurred or (b) otherwise, the period
commencing at the close of business on the Business Day immediately preceding
the day on which a Trust Pay Out Event or a Series 2002-C Pay Out Event is
deemed to have occurred, and ending on the first to occur of (i) the payment in
full to the Class A Certificateholders and the Class B Certificateholders of the
Class A Investor Amount and the Class B Investor Amount, respectively, and the
payment in full to the Collateral Interest Holder of the Collateral Invested
Amount, or (ii) the Series Termination Date.

            "Reallocated Principal Collections" shall mean, with respect to any
Monthly Period, the product of (a) the Principal Allocation Percentage with
respect to such Monthly Period, (b) the aggregate amount of Collections in
respect of Principal Receivables for such Monthly Period and (c) the sum of the
Class B Principal Percentage and the Collateral Principal Percentage with
respect to such Monthly Period. Reallocated Principal Collections allocable to
the Class B Certificates shall equal, with respect to any Monthly Period, the
product of (a) the Principal Allocation Percentage with respect to such Monthly
Period of the aggregate amount of Collections in respect of Principal
Receivables deposited in the Collection Account for such Monthly Period and (b)
the Class B Principal Percentage with respect to such Monthly Period.
Reallocated Principal Collections allocable to the Collateral Interest shall
equal, with respect to any Monthly Period, the product of (a) the Principal
Allocation Percentage with respect to such Monthly Period of the aggregate
amount of Collections in respect of Principal Receivables deposited in the
Collection Account for such Monthly Period and (b) the Collateral Principal
Percentage with respect to such Monthly Period. In no event will the Collections
of Principal Receivables allocable to the Collateral Interest on any
Distribution Date exceed the Collateral Invested Amount on such Distribution
Date and in no event will the Collections of Principal Receivables allocable to
the Class B Certificates on any Distribution Date exceed the Class B Invested
Amount.

            "Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date, the sum of (i) the Invested Amount on such
Distribution Date, plus (ii) Monthly Interest for such


                                       13
<PAGE>
Distribution Date and any Monthly Interest previously due but not distributed to
the Series 2002-C Holders on a prior Distribution Date, plus (iii) the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest previously due but not distributed to the Series 2002-C Holders on a
prior Distribution Date, plus (iv) the Monthly Servicing Fee for such
Distribution Date and any Monthly Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date.

            "Reference Banks" shall mean Barclays Bank plc, National Westminster
Bank PLC and Lloyds Bank of London or such other major banks in the London
interbank market selected by the Servicer from time to time.

            "Required Reserve Account Amount" shall mean, with respect to any
Distribution Date prior to the Reserve Account Funding Date, $0, and on or after
the Reserve Account Funding Date, an amount equal to (a) the product of (i) 0.5%
of the Class A Investor Amount as of the preceding Distribution Date (after
giving effect to all changes therein on such date) and (ii) a fraction, the
numerator of which is the number of Monthly Periods scheduled to be included in
the Accumulation Period as of such date and the denominator of which is nine
(except that if such numerator is one, the Required Reserve Account Amount
determined pursuant to this clause (a) shall be $0) or (b) any other amount
designated by the Transferor, provided that, if such designation is of a lesser
amount, the Transferor (i) shall have received written notice from each Rating
Agency that such designation will not result in the reduction or withdrawal of
the rating of the Series 2002-C Certificates and shall have delivered copies of
each such written notice to the Servicer and the Trustee, and (ii) shall have
delivered to the 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 Transferor, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to Series 2002-C.

            "Reserve Account" shall have the meaning specified in Section
4.14(a).

            "Reserve Account Funding Date" shall mean the Distribution Date with
respect to the Monthly Period which commences three months prior to the Monthly
Period in which, as of the related Determination Date, the Accumulation Period
is scheduled to commence.

            "Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Reserve
Account exceeds the Required Reserve Account Amount.

            "Reserve Draw Amount" shall have the meaning specified in Section
4.14(c).

            "Revolving Period" shall mean the period beginning on the Closing
Date and ending on the earlier of (a) the close of business on the day preceding
the commencement of the Accumulation Period and (b) the close of business on the
day preceding the commencement of the Rapid Amortization Period.

            "Series Invested Amount" shall mean the Invested Amount.


                                       14
<PAGE>
            "Series Investor Amount" shall mean, as of any date of
determination, an amount equal to the numerator of the Principal Allocation
Percentage on such date.

            "Series 2002-C" shall mean the Series of Investor Certificates, the
terms of which are specified in this Supplement and shall include the Class A
Certificates, the Class B Certificates and the Collateral Interest.

            "Series 2002-C Certificate" shall mean a Class A Certificate or a
Class B Certificate.

            "Series 2002-C Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder.

            "Series 2002-C Holder" shall mean a Class A Certificateholder, a
Class B Certificateholder or the Collateral Interest Holder.

            "Series 2002-C Pay Out Event" means a Series Pay Out Event as
defined in Section 6.1.

            "Series 2002-C Supplement" shall mean this Supplement.

            "Series Pay Out Event" is defined in Section 6.1.

            "Series Percentage" shall mean with respect to Finance Charge
Receivables and Defaulted Receivables, the Floating Allocation Percentage, and
with respect to Principal Receivables, the Principal Allocation Percentage.

            "Series Termination Date" shall mean the earlier to occur of (i) the
April 2008 Distribution Date and (ii) the termination of the Trust pursuant to
Section 12.01 of the Agreement.

            "Servicing Base Amount" shall have the meaning specified in Section
3.1.

            "Servicing Fee Rate" shall mean 2.0%.

            "Special Payment Date" shall mean each Distribution Date with
respect to the Rapid Amortization Period.

            "Telerate Page 3750" shall mean the display page currently so
designated on the Moneyline Telerate Service (or such other page as may replace
such page on such service for the purpose of displaying comparable rates or
prices).

            "Transfer" shall have the meaning specified in subsection 10.8(a).

            "Transfer Agreement" shall mean the Transfer and Administration
Agreement, dated as of November 26, 2002, among Fleet Credit Card Funding Trust,
as Transferor, the Bank, as Administrator, and Fleet Secured Note Trust 2002-C,
as amended or modified from time to time, relating to the transfer of the
Collateral Interest.


                                       15
<PAGE>
            (b) Notwithstanding anything to the contrary in this Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 2002-C, Moody's, Standard &
Poor's and Fitch; provided, however, that references to "Rating Agency" in the
definition of "Eligible Investments" shall be deemed to not include Fitch to the
extent that an investment is rated by Moody's and Standard & Poor's, but not by
Fitch. Reference to rating categories of Moody's and Standard & Poor's in the
Agreement shall be deemed to be references to the equivalent rating categories
of Fitch.

            (c) All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.

            (d) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as a
whole and not to any particular provision of this Supplement; references to any
Article, Section or Exhibit are references to Articles, Sections and Exhibits in
or to this Supplement unless otherwise specified; and the term "including" means
"including without limitation."

            (e) Unless the context otherwise requires, references in this
Supplement to the "Transferor" or "Transferors" shall mean FCCF and from and
after the date any Additional Transferor is designated pursuant to Section
2.08(e) of the Agreement, such references shall mean FCCF as Transferor and any
such Additional Transferor(s).


                                   ARTICLE III
                              Servicer and Trustee

            Section 3.1 Servicing Compensation.

            The share of the Servicing Fee allocable to the Series 2002-C
Holders with respect to any Distribution Date (the "Monthly Servicing Fee"),
shall be equal to one-twelfth the product of (i) the Servicing Fee Rate and (ii)
the Invested Amount, if any, as of the last day of the Monthly Period preceding
such Distribution Date (the amount calculated pursuant to this clause (ii) is
referred to as the "Servicing Base Amount"); provided, however, with respect to
the January 2003 Distribution Date, the Monthly Servicing Fee shall be $777,735.

            The share of the Monthly Servicing Fee allocable to the Class A
Certificateholders with respect to any Distribution Date (the "Class A Servicing
Fee"), shall be equal to one-twelfth of the product of (a) the Class A Floating
Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount;
provided, however, that with respect to the January 2003 Distribution Date, the
Class A Servicing Fee shall be $664,063. The share of the Monthly Servicing Fee
allocable to the Class B Certificateholders with respect to any Distribution
Date (the "Class B Servicing Fee"), shall be equal to one-twelfth of the product
of (a) the Class B Floating Percentage, (b) the Servicing Fee Rate and (c) the
Servicing Base Amount; provided, however, that with respect to the January 2003
Distribution Date, the Class B Servicing Fee shall be $46,875. The share of the
Monthly Servicing Fee allocable to the Collateral Interest Holder with respect
to any Distribution Date (the "Collateral Servicing Fee"), shall be equal to


                                       16
<PAGE>
one-twelfth of the product of (a) the Collateral Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that
with respect to the January 2003 Distribution Date, the Collateral Servicing Fee
shall be $66,797. In no event shall the Trust, the Trustee, or the Series 2002-C
Holders be liable for the share of the Servicing Fee to be paid by the Holders
of the Transferor Certificates or the Certificateholders of any other Series.
The Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to Section
4.5(a)(ii), 4.7(a) or 4.8(a); the Class B Servicing Fee shall be payable solely
to the extent amounts are available for distribution in respect thereof pursuant
to Section 4.5(b)(ii), 4.7(c) or 4.8(b); and the Collateral Servicing Fee shall
be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to Section 4.5(c)(i) or 4.7(g).


                                   ARTICLE IV
       Rights of Series 2002-C Certificateholders and Collateral Interest
              Holder and Allocation and Application of Collections

            Section 4.1 Collections and Allocations. The Servicer will apply, or
will instruct the Trustee in writing to apply, all Collections and other funds
on deposit in the Collection Account that are allocated to the Series 2002-C
Holders as follows:

            (a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, on or prior to the close of business on the second
Business Day following any Date of Processing, allocate the following amounts as
set forth below:
                  (i) Allocate to the Series 2002-C Holders the product of (x)
            the Floating Allocation Percentage on such Date of Processing and
            (y) the aggregate amount of Collections of Finance Charge
            Receivables on such Date of Processing, and of that allocation,
            deposit and retain in the Collection Account (A) prior to the LIBOR
            Determination Date occurring in such Monthly Period, an amount equal
            to the product of (v) the Floating Allocation Percentage on such
            Date of Processing and (w) the aggregate amount of Collections of
            Finance Charge Receivables on such Date of Processing and (B) on and
            after such LIBOR Determination Date, the difference between (1)
            Monthly Interest for the related Distribution Date (plus, if the
            Bank is not the Servicer, the Monthly Servicing Fee for such Monthly
            Period) and (2) the amounts previously deposited in the Collection
            Account with respect to such Monthly Period pursuant to this
            subsection (a)(i);

                  (ii) Allocate to the Series 2002-C Holders an amount equal to
            the product of (A) the Principal Allocation Percentage on such Date
            of Processing and (B) the aggregate amount of Collections of
            Principal Receivables on such Date of Processing, which amount shall
            be first, if any other Principal Sharing Series in Group One is
            outstanding and in its Amortization Period or Accumulation Period
            (as such terms are defined in the Agreement), retained in the
            Collection Account for application, to the extent necessary, as
            Shared Principal


                                       17
<PAGE>
            Collections in accordance with Section 4.04 of the Agreement to
            other Series in Group One on the related Distribution Date, and
            second, paid to the Holders of the Transferors' Interest; provided,
            however, that the amount to be paid to the Holders of the
            Transferors' Interest pursuant to this Section 4.1(a)(ii) on any
            Date of Processing shall be paid to such Holders only if the
            Transferor Amount on such Date of Processing is greater than the
            Required Transferor Amount (after giving effect to all Principal
            Receivables transferred to the Trust on such day and any amounts
            deposited in the Excess Funding Account on such day) and otherwise
            shall be deposited in the Excess Funding Account until the
            Transferor Amount is greater than the Required Transferor Amount and
            applied in accordance with Section 4.02 of the Agreement and the
            remainder shall be paid to the Holders of the Transferors' Interest.

            (b) Allocations During the Accumulation Period. During the
Accumulation Period, the Servicer shall, prior to the close of business on the
second Business Day following any Date of Processing, allocate the following
amounts as set forth below:

                  (i) Allocate to the Series 2002-C Holders and deposit and
            retain in the Collection Account an amount equal to the product of
            (A) the Floating Allocation Percentage on such Date of Processing
            and (B) the aggregate amount of Collections of Finance Charge
            Receivables on such Date of Processing.

                  (ii) Allocate to the Series 2002-C Holders and deposit and
            retain in the Collection Account an amount equal to the product of
            (x) the Principal Allocation Percentage on such Date of Processing
            and (y) the aggregate amount of Collections of Principal Receivables
            on such Date of Processing (for any such date, a "Percentage
            Allocation"); provided, however, that, if the sum of the Percentage
            Allocations with respect to the same Monthly Period exceeds the
            Controlled Deposit Amount for the related Distribution Date, plus,
            in the case of the Monthly Period immediately preceding the
            Collateral Expected Final Distribution Date, the Collateral Invested
            Amount, then such excess shall not be treated as a Percentage
            Allocation and shall be first, if any other Principal Sharing Series
            in Group One is outstanding and in its Amortization Period or
            Accumulation Period (as such terms are defined in the Agreement),
            retained in the Collection Account for application, to the extent
            necessary, as Shared Principal Collections in accordance with
            Section 4.04 of the Agreement to other Series in Group One on the
            related Distribution Date, and second paid to the Holders of the
            Transferors' Interest only if the Transferor Amount on such Date of
            Processing is greater than the Required Transferor Amount (after
            giving effect to all Principal Receivables transferred to the Trust
            on such day and any amounts deposited in the Excess Funding Account
            on such day) and otherwise shall be deposited in the Excess Funding
            Account until the Transferor Amount is greater than the Required
            Transferor Amount and applied in accordance with Section 4.02 of the
            Agreement and the remainder shall be paid to the Holders of the
            Transferors' Interest.


                                       18
<PAGE>
            (c) Allocations During the Rapid Amortization Period. During the
Rapid Amortization Period, the Servicer shall, prior to the close of business on
the second Business Day following any Date of Processing, allocate the following
amounts as set forth below:

                  (i) Allocate to the Series 2002-C Holders and deposit and
            retain in the Collection Account an amount equal to the product of
            (A) the Floating Allocation Percentage on such Date of Processing
            and (B) the aggregate amount of Collections of Finance Charge
            Receivables on such Date of Processing.

                  (ii) Allocate to the Series 2002-C Holders and deposit and
            retain in the Collection Account an amount equal to the product of
            (A) the Principal Allocation Percentage on such Date of Processing
            and (B) the aggregate amount of Collections of Principal Receivables
            on such Date of Processing; provided, however, that after the date
            on which an amount of such Collections equal to the Invested Amount
            has been deposited into the Collection Account and allocated to the
            Series 2002-C Holders, the amount determined in accordance with this
            subparagraph (ii) in excess thereof shall be first, if any other
            Principal Sharing Series in Group One is outstanding and in its
            Amortization Period or Accumulation Period (as such terms are
            defined in the Agreement), retained in the Collection Account for
            application, to the extent necessary, as Shared Principal
            Collections in accordance with Section 4.04 of the Agreement to
            other Series in Group One on the related Distribution Date, and
            second paid to the Holders of the Transferors' Interest only if the
            Transferor Amount on such Date of Processing is greater than the
            Required Transferor Amount (after giving effect to all Principal
            Receivables transferred to the Trust on such day and any amounts
            deposited in the Excess Funding Account on such day) and otherwise
            shall be deposited in the Excess Funding Account until the
            Transferor Amount is greater than the Required Transferor Amount and
            applied in accordance with Section 4.02 of the Agreement and the
            remainder shall be paid to the Holders of the Transferors' Interest.

            (d) Notwithstanding anything to the contrary in this Section 4.1, if
on any Date of Processing the aggregate amount of Principal Receivables is less
than the sum of the Series Investor Amounts for all Series outstanding, all
Collections of Principal Receivables on such date that are otherwise payable to
the Holders of the Transferors' Interest shall, unless such Collections are to
be retained in the Collection Account, be deposited in the Excess Funding
Account and applied in accordance with Section 4.02 of the Agreement.

            (e) Notwithstanding the foregoing, the Servicer need not make daily
deposits of Collections into the Collection Account at any time when the
requirements of Section 4.03 of the Agreement are satisfied.

            Section 4.2 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
Certificates on each Distribution Date shall be an amount equal to one-twelfth
of the product of (i) the Class A Certificate Rate and (ii) the outstanding
principal amount of the Class A Certificates as of the close of business on the


                                       19
<PAGE>
preceding Record Date; provided, however, with respect to the January 2003
Distribution Date, Class A Monthly Interest shall be equal to $2,386,197.92.

            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, on each subsequent
Distribution Date until such Class A Interest Shortfall is fully paid, an
additional amount ("Class A Additional Interest") equal to one-twelfth of the
product of (i) the Class A Penalty Rate and (ii) such Class A Interest Shortfall
(or the portion thereof which has not been paid to the Class A
Certificateholders) shall be payable as provided herein with respect to the
Class A Certificates. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by applicable law.

            (b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on each 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 Certificate Rate and (ii) the outstanding principal amount of the Class
B Certificates as of the close of business on the preceding Record Date;
provided, however, with respect to the January 2003 Distribution Date, Class B
Monthly Interest shall be equal to the interest accrued on the Class B Initial
Invested Amount at the applicable Class B Certificate Rate for the period from
the Closing Date through January 14, 2003 (calculated on the basis of the actual
number of days in such period and a year of 360 days).

            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, on each subsequent
Distribution Date until such Class B Interest Shortfall is fully paid, 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 from and
including the Distribution Date on which there is a shortfall to but excluding
such subsequent Distribution Date, and the denominator of which is 360, times
(B) the Class B Penalty Rate and (ii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to the Class B Certificateholders) shall
be payable as provided herein with respect to the Class B Certificates.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.

            (c) The amount of monthly interest ("Collateral Minimum Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Interest on each 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 Collateral Minimum Interest Rate; and (ii) the outstanding principal
amount of the Collateral Interest as of the close of business on the preceding
Record Date; provided,


                                       20
<PAGE>
however, with respect to the January 2003 Distribution Date, the Collateral
Minimum Monthly Interest shall be equal to the interest accrued on the
Collateral Initial Invested Amount at the applicable Collateral Minimum Interest
Rate for the period from the Closing Date through January 14, 2003 (calculated
on the basis of the actual number of days in such period and a year of 360
days).

            On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Collateral Interest
Shortfall"), of (x) the Collateral Minimum Monthly Interest for such
Distribution Date over (y) the aggregate amount of funds allocated and available
to pay such Collateral Minimum Monthly Interest on such Distribution Date. If
the Collateral Interest Shortfall with respect to any Distribution Date is
greater than zero, on each subsequent Distribution Date until such Collateral
Interest Shortfall is fully paid, an additional amount ("Collateral Additional
Interest") equal to the product of (i)(A) a fraction, the numerator of which is
the actual number of days from and including the Distribution Date on which
there is a shortfall to but excluding such subsequent Distribution Date and the
denominator of which is 360, times (B) the Collateral Minimum Interest Rate and
(ii) such Collateral Interest Shortfall (or the portion thereof which has not
been paid to the Collateral Interest Holder) shall be payable as provided herein
with respect to the Collateral Interest. Notwithstanding anything to the
contrary herein, Collateral Additional Interest shall be payable or distributed
to the Collateral Interest Holder only to the extent permitted by applicable
law.

            Section 4.3 Determination of Monthly Principal.

            (a) The amount of monthly principal ("Class A Monthly Principal")
distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date, beginning with the first Distribution
Date with respect to the Accumulation Period or the Rapid Amortization Period,
shall be equal to the least of (x) the Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date, (y)
for each Distribution Date with respect to the Accumulation Period (and on or
prior to the Class A Expected Final Distribution Date), the Controlled Deposit
Amount for such Distribution Date and (z) the Class A Invested Amount on such
Distribution Date.

            (b) The amount of monthly principal ("Class B Monthly Principal")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with the first Distribution
Date with respect to the Accumulation Period on which the full amount of the
Class A Investor Amount is on deposit in the Principal Funding Account or has
been paid to the Class A Certificateholders or, if earlier, the first Special
Payment Date on which the Class A Investor Amount is paid in full, shall be
equal to the least of (x) the Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal on such Distribution Date), (y) for each Distribution Date
with respect to the Accumulation Period (and on or prior to the Class B Expected
Final Distribution Date), the Controlled Deposit Amount for such Distribution
Date (minus the portion of such Controlled Deposit Amount for such Distribution
Date applied to Class A Monthly Principal on such Distribution Date) and (z) the
Class B Invested Amount on such Distribution Date.


                                       21
<PAGE>
            (c) The amount of monthly principal ("Collateral Monthly Principal")
distributable from the Collection Account with respect to the Collateral
Interest on each Distribution Date, beginning with the Collateral Principal
Commencement Date, shall be equal to the lesser of (x) the Available Investor
Principal Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal and Class B Monthly Principal
on such Distribution Date), and (y) the Collateral Invested Amount on such
Distribution Date.

            Section 4.4 Required Amount.

            (a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (a) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iv) the Class A Servicing Fee
for such Distribution Date, (v) any Class A Servicing Fee previously due but not
paid to the Servicer and (vi) the Class A Investor Default Amount, if any, for
such Distribution Date exceeds (b) the Class A Available Funds. In the event
that the Class A Required Amount for such Distribution Date is greater than
zero, all or a portion of the Excess Spread and the Excess Finance Charges
allocable to Series 2002-C with respect to the related Monthly Period in an
amount equal to the Class A Required Amount for such Distribution Date shall be
distributed from the Collection Account on such Distribution Date pursuant to
Section 4.7(a). In the event that the Class A Required Amount for such
Distribution Date exceeds the amount of Excess Spread and the amount of Excess
Finance Charges allocable to Series 2002-C with respect to the related Monthly
Period, all or a portion of the Reallocated Principal Collections with respect
to such Monthly Period in an amount equal to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to Section
4.8(a).

            (b) With respect to each Distribution Date on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), equal to the sum of (I) the amount if any, by which (a) the
sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any Class B
Monthly Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, (iii) any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest previously due but not
paid to the Class B Certificateholders on a prior Distribution Date, (iv) the
Class B Servicing Fee for such Distribution Date and (v) any Class B Servicing
Fee previously due but not paid to the Servicer exceeds (b) the Class B
Available Funds, plus (II) the Class B Investor Default Amount for such
Distribution Date. In the event that the Class B Required Amount for such
Distribution Date is greater than zero, all or a portion of Excess Spread and
the Excess Finance Charges allocable to Series 2002-C (other than Excess Spread
and Excess Finance Charges applied pursuant to Sections 4.7(a) and (b) with
respect to such Distribution Date) with respect to the related Monthly Period
shall be applied to fund the Class B Required Amount. In the event that the
Class B Required Amount for such Distribution Date exceeds the portion of Excess
Spread and Excess Finance Charges allocated to Series 2002-C with respect to the
related Monthly Period and available to fund the Class B Required Amount as
provided in the preceding sentence, all or a portion of the Reallocated
Principal Collections allocable to the Collateral Invested Amount


                                       22
<PAGE>
available therefor with respect to such Monthly Period in an amount equal to
such excess shall be distributed from the Collection Account on such
Distribution Date pursuant to Section 4.8(b).

            Section 4.5 Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Investor Principal
Collections. The Servicer shall apply or shall direct the Trustee in writing to
apply, on each Distribution Date, Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Investor Principal Collections
for the Monthly Period with respect to such Distribution Date to make the
following distributions:

            (a) On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

                  (i) 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 the Class A Certificateholders
            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 the Class
            A Certificateholders on a prior Distribution Date, shall be
            distributed to the Paying Agent for payment to the Class A
            Certificateholders;

                  (ii) an amount equal to the Class A Servicing Fee for such
            Distribution Date, plus the amount of any Class A Servicing Fee
            previously due but not distributed to the Servicer on a prior
            Distribution Date, shall be distributed to the Servicer;

                  (iii) an amount equal to the Class A Investor Default Amount
            for such Distribution Date shall be treated as a portion of
            Available Investor Principal Collections for such Distribution Date;
            and

                  (iv) the balance, if any, shall constitute Excess Spread and
            shall be allocated and distributed as set forth in Section 4.7.

            (b) On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

                  (i) 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 the Class B Certificateholders
            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 the Class
            B Certificateholders on a prior Distribution Date, shall be
            distributed to the Paying Agent for payment to the Class B
            Certificateholders;

                  (ii) an amount equal to the Class B Servicing Fee for such
            Distribution Date, plus the amount of any Class B Servicing Fee
            previously due but not distributed to the Servicer on a prior
            Distribution Date, shall be distributed to the Servicer; and


                                       23
<PAGE>
                  (iii) the balance, if any, shall constitute Excess Spread and
            shall be allocated and distributed as set forth in Section 4.7.

            (c) On each Distribution Date, an amount equal to the Collateral
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

                  (i) if the Bank or the Trustee is no longer the Servicer, an
            amount equal to the Collateral Servicing Fee for such Distribution
            Date, plus the amount of any Collateral Servicing Fee previously due
            but not distributed to the Servicer on a prior Distribution Date,
            shall be distributed to the Servicer; and

                  (ii) the balance, if any, shall constitute Excess Spread and
            shall be allocated and distributed as set forth in Section 4.7.

            (d) On each Distribution Date with respect to the Revolving Period,
an amount equal to the Available Investor Principal Collections for the related
Monthly Period shall be treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement.

            (e) On each Distribution Date with respect to the Accumulation
Period or the Rapid Amortization Period, an amount equal to the Available
Investor Principal Collections for the related Monthly Period will be
distributed in the following priority:

                  (i) an amount equal to Class A Monthly Principal for such
            Distribution Date, shall (A) during the Accumulation Period, be
            deposited in the Principal Funding Account for payment to the Class
            A Certificateholders by the Paying Agent in accordance with Section
            5.1(b) on each Distribution Date beginning on the earlier to occur
            of the Class A Expected Final Distribution Date or the first Special
            Payment Date and (B) during the Rapid Amortization Period be paid to
            the Holders of the Class A Certificates;

                  (ii) after giving effect to the distribution referred to in
            clause (i) above, an amount equal to Class B Monthly Principal for
            such Distribution Date, shall (A) during the Accumulation Period, be
            deposited in the Principal Funding Account for payment to the Class
            B Certificateholders by the Paying Agent in accordance with
            subsection 5.1(d) on each Distribution Date beginning on the Class B
            Principal Commencement Date and (B) during the Rapid Amortization
            Period, be paid to the Holders of the Class B Certificates;

                  (iii) after giving effect to the distributions referred to in
            clauses (i) and (ii) above, an amount equal to Collateral Monthly
            Principal for such Distribution Date shall be distributed to the
            Collateral Interest Holder in accordance with subsection 5.1(e) on
            each Distribution Date beginning on the Collateral Principal
            Commencement Date; and

                  (iv) for each Distribution Date, after giving effect to the
            distributions referred to in clauses (i), (ii) and (iii) above, an
            amount equal to the balance, if any, of such Available Investor
            Principal Collections then on deposit in the


                                       24
<PAGE>
            Collection Account shall be treated as Shared Principal Collections
            and applied in accordance with Section 4.04 of the Agreement.

            Section 4.6 Defaulted Amounts; Investor Charge-Offs.

            (a) On each Determination Date, the Servicer shall calculate the
Class A Investor Default Amount, if any, for the related Distribution Date. If,
on any Distribution Date, the Class A Required Amount for the related Monthly
Period exceeds the sum of (x) the amount of Reallocated Principal Collections
with respect to such Monthly Period and (y) the amount of Excess Spread and the
Excess Finance Charges allocable to Series 2002-C with respect to such
Distribution Date, the Collateral Invested Amount shall be reduced by the amount
of such excess, but not by more than the excess of the Class A Investor Default
Amount for such Distribution Date over the sum of the amount of Reallocated
Principal Collections and Excess Spread and Excess Finance Charges used to fund
the Class A Investor Default Amount for such Distribution Date. In the event
that such reduction would cause the Collateral Invested Amount to be a negative
number, the Collateral Invested Amount shall be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class A Investor Default Amount for such Distribution Date over the
sum of the amount of such reduction, if any, of the Collateral Invested Amount
with respect to such Distribution Date and the amount of Reallocated Principal
Collections and Excess Spread and Excess Finance Charges used to fund the Class
A Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Class B Invested Amount to be a negative number, the
Class B Invested Amount shall be reduced to zero, and the Class A Invested
Amount shall be reduced by the amount by which the Class B Invested Amount would
have been reduced below zero, but not by more than the excess, if any, of the
Class A Investor Default Amount for such Distribution Date over the sum of the
aggregate amount of the reductions, if any, of the Collateral Invested Amount
and the Class B Invested Amount for such Distribution Date and the amount of
Reallocated Principal Collections and Excess Spread and Excess Finance Charges
used to fund the Class A Investor Default Amount for such Distribution Date (a
"Class A Investor Charge-Off"). Class A Investor Charge-Offs shall thereafter be
reimbursed and the Class A Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed Class A Investor Charge-Offs) on any
Distribution Date by the amount of Excess Spread and Excess Finance Charges
allocated and available for that purpose pursuant to Section 4.7(b).

            (b) On each Determination Date, the Servicer shall calculate the
Class B Required Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Excess Finance Charges
allocated to Series 2002-C with respect to the related Monthly Period which are
not used to fund the Class A Required Amount and Class A Investor Charge-Offs on
the related Distribution Date and (y) the amount of Reallocated Principal
Collections which are available to fund the Class B Required Amount on such
Distribution Date pursuant to Section 4.8(b), then the Collateral Invested
Amount shall be reduced by the amount of such excess, but not by more than the
excess of the Class B Investor Default Amount for such Distribution Date over
the sum of the amount of Reallocated Principal Collections and Excess Spread and
Excess Finance Charges used to fund the Class B Investor Default Amount for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount


                                       25
<PAGE>
to be a negative number, the Collateral Invested Amount shall be reduced to
zero, and the Class B Invested Amount shall be reduced by the amount by which
the Collateral Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class B Investor Default Amount for such
Distribution Date over the sum of the amount of such reduction, if any, of the
Collateral Invested Amount with respect to such Distribution Date and the amount
of Reallocated Principal Collections and Excess Spread and Excess Finance
Charges used to fund the Class B Investor Default Amount for such Distribution
Date (a "Class B Investor Charge-Off"). Class B Investor Charge-Offs shall
thereafter be reimbursed and the Class B Invested Amount increased (but not by
an amount in excess of the aggregate unreimbursed Class B Investor Charge-Offs)
on any Distribution Date by the amount of Excess Spread and Excess Finance
Charges allocated and available for that purpose pursuant to subsection 4.7(e).

            (c) If, on any Distribution Date, Reallocated Principal Collections
for such Distribution Date are applied pursuant to Section 4.8(a) or (b), the
Collateral Invested Amount shall be reduced by the amount of such Reallocated
Principal Collections. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero, and the Class B Invested Amount shall be
reduced by the amount by which the Collateral Invested Amount would have been
reduced below zero.

            (d) If, on any Distribution Date, the Collateral Default Amount
exceeds the amount of Excess Spread and Excess Finance Charges available to fund
the Collateral Default Amount pursuant to subsection 4.7(h) on such Distribution
Date, then the Collateral Invested Amount shall be reduced by the amount of such
excess; provided, however, that the Collateral Invested Amount shall not be
reduced below zero.

            Section 4.7 Excess Spread; Excess Finance Charges. The Servicer
shall apply or shall direct the Trustee in writing to apply, on each
Distribution Date, Excess Spread and Excess Finance Charges allocated to Series
2002-C with respect to the related Monthly Period, to make the following
distributions in the following priority:

            (a) an amount equal to the Class A Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to Sections 4.5(a)(i), (ii) and (iii), in that order of
priority;

            (b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in Section
4.6(a) (after giving effect to the allocation on such Distribution Date of any
amount for that purpose pursuant to Section 4.6(a)) shall be treated as a
portion of Available Investor Principal Collections for such Distribution Date;

            (c) an amount up to the Class B Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to Sections 4.5(b)(i) and (ii), in that order of
priority;


                                       26


<PAGE>

      (d) an amount equal to the Class B Investor Default Amount for such
Distribution Date shall be treated as a portion of Available Investor Principal
Collections for such Distribution Date;

      (e) an amount equal to the aggregate amount by which the Class B Invested
Amount has been reduced pursuant to clauses (c), (d) and (e) of the definition
of "Class B Invested Amount" in Section 2.1 of this Supplement (but not in
excess of the aggregate amount of such reductions which have not been previously
reimbursed) shall be treated as a portion of Available Investor Principal
Collections for such Distribution Date;

      (f) an amount equal to the Collateral Minimum Monthly Interest for such
Distribution Date, plus the amount of any Collateral Minimum Monthly Interest
previously due but not distributed to the Collateral Interest Holder on a prior
Distribution Date pursuant to this subsection plus the amount of any Collateral
Additional Interest for such Distribution Date and any Collateral Additional
Interest previously due but not distributed to the Collateral Interest Holder on
a prior Distribution Date shall be paid to the Collateral Interest Holder;

      (g) an amount equal to the Collateral Servicing Fee for such Distribution
Date (or if the Bank or the Trustee is no longer the Servicer, the portion of
the Collateral Servicing Fee for such Distribution Date not paid pursuant to
Section 4.5(c)(i)), plus the amount of any Collateral Servicing Fee previously
due but not distributed to the Servicer on a prior Distribution Date, shall be
distributed to the Servicer;

      (h) an amount equal to the Collateral Default Amount for such Distribution
Date shall be treated as a portion of Available Investor Principal Collections
with respect to such Distribution Date;

      (i) an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced pursuant to clause (b) of the definition of
"Collateral Invested Amount" (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Available Investor Principal Collections with respect to such
Distribution Date;

      (j) an amount up to the excess, if any, of the Required Reserve Account
Amount over the amount on deposit therein, shall be deposited into the Reserve
Account; and

      (k) the balance, if any, shall be distributed to the Collateral Interest
Holder.

      Section 4.8 Reallocated Principal Collections. The Servicer shall apply or
shall direct the Trustee in writing to apply on each Distribution Date,
Reallocated Principal Collections (applying all such Collections with respect to
the Collateral Invested Amount prior to applying any such Collections with
respect to the Class B Invested Amount and applying no such Collections with
respect to the Class B Invested Amount pursuant to clause (b) below) with
respect to such Distribution Date, to make the following distributions in the
following priority:

      (a) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Distribution Date over (ii) the amount of
Excess Spread and Excess Finance Charges allocated to Series 2002-C with respect
to the related Monthly Period shall, be

                                       27
<PAGE>
distributed by the Trustee to fund any deficiency pursuant to Sections
4.5(a)(i), (ii) and (iii), in that order of priority;

      (b) an amount equal to the excess, if any, of (i) the Class B Required
Amount, if any, with respect to such Distribution Date over (ii) the amount of
Excess Spread and Excess Finance Charges allocated and available to the Class B
Certificates pursuant to Sections 4.7(c) and (d) on such Distribution Date,
shall be distributed by the Trustee to fund any deficiency pursuant to Sections
4.5(b)(i) and (ii) and Section 4.7(d), in that order of priority; and

      (c) the balance, if any, of such Reallocated Principal Collections shall
be treated as a portion of Available Investor Principal Collections to be
applied in accordance with subsections 4.5(d) and (e).

      Section 4.9 Excess Finance Charges. On each Distribution Date, (a) the
Servicer shall allocate the aggregate amount for all outstanding Series in Group
One that the related Supplements or Transfer Agreements specify are to be
treated as a portion of Excess Finance Charges for such Distribution Date
(collectively, "Excess Finance Charges") as specified in the Supplements or
Transfer Agreements for each Series in Group One and (b) the Servicer shall
withdraw (or shall instruct the Trustee in writing to withdraw) from the
Collection Account and pay to the Holders of the Transferors' Interest an amount
equal to the excess, if any, of (x) the Excess Finance Charges for such
Distribution Date over (y) the aggregate amount for all Series in Group One that
the related Supplements specify are Finance Charge Shortfalls (as defined in the
related Supplements or Transfer Agreements ) for such Distribution Date. Excess
Finance Charges for any Distribution Date will be allocated to Series 2002-C in
an amount equal to the product of (x) the aggregate amount of Excess Finance
Charges for such Distribution Date and (y) a fraction, the numerator of which is
the Finance Charge Shortfall for Series 2002-C for such Distribution Date and
the denominator of which is the aggregate amount of Finance Charge Shortfalls
for all the Series in Group One for such Distribution Date. The amount of
"Excess Finance Charges" for Series 2002-C for any Distribution Date shall be
specified in the Transfer Agreement as the Series 2002-C Excess Finance Charge
Amount. On each Distribution Date, the Trustee shall deposit in the Collection
Account for application in accordance with Section 4.5 of the Agreement, the
amount of "Excess Finance Charges" received by the Trustee pursuant to the
Transfer Agreement on such date. The "Finance Charge Shortfall" for Series
2002-C for any Distribution Date shall be equal to the excess, if any, of (a)
the full amount required to be paid, without duplication, pursuant to Sections
4.5(a), 4.5(b), 4.5(c) and 4.7(a) through (j) on such Distribution Date over (b)
the sum of Class A Available Funds, Class B Available Funds and Collateral
Available Funds with respect to the related Monthly Period.

      Section 4.10 Shared Principal Collections. Subject to Section 4.04 of the
Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2002-C in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Series in
Group One for such Distribution Date and (y) a fraction, the numerator of which
is the Principal Shortfall for Series 2002-C for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all the
Series which are Principal Sharing Series in Group One for such Distribution
Date. The "Principal Shortfall" for Series 2002-C shall be equal to (a) for any
Distribution Date with respect to the Revolving Period and the Rapid
Amortization Period, zero, and (b) for any Distribution Date

                                       28
<PAGE>
with respect to the Accumulation Period on or prior to the Class B Expected
Final Distribution Date, the excess, if any, of the Controlled Deposit Amount
with respect to such Distribution Date over the amount of Available Investor
Principal Collections for such Distribution Date (excluding any portion thereof
attributable to Shared Principal Collections) and (c) for each Distribution Date
on or after the Class B Expected Final Distribution Date, the excess, if any, of
the Invested Amount over the amount of Available Investor Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).

      Section 4.11 Determination of LIBOR.

      (a) On each LIBOR Determination Date, the Trustee shall determine LIBOR
based on the rate for deposits in United States dollars for a period of the
Designated Maturity which appears on Telerate Page 3750 as of 11:00 A.M. (London
Time) on such date.

      (b) If such rate does not appear on Telerate Page 3750, the Trustee will
determine LIBOR on the basis of quotations of the offered rates for deposits in
United States dollars provided by the Reference Banks at approximately 11:00
A.M. (London time) on such LIBOR Determination Date to prime banks in the London
interbank market for a period of the Designated Maturity. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such quotations.

      (c) If, on the LIBOR Determination Date, such rate does not appear on
Telerate Page 3750 and only one or none of the Reference Banks provides such
offered quotations, LIBOR will be the rate per annum that the Trustee determines
to be the arithmetic mean of the offered quotations that three major banks in
the city of New York selected by the Servicer are quoting 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 period of the Designated Maturity.

      Section 4.12 Principal Funding Account.

            (a)(i) The Servicer, for the benefit of the Series 2002-C
      Certificateholders, shall establish and maintain in the name of the
      Trustee an Eligible Deposit Account (the "Principal Funding Account"),
      bearing a designation clearly indicating that the funds deposited therein
      are held for the benefit of the Series 2002-C Certificateholders. The
      Principal Funding Account shall initially be established by the Trustee.

            (ii) At the written direction of the Servicer, funds on deposit in
      the Principal Funding Account shall be invested by the Trustee in Eligible
      Investments selected by the Servicer. The Servicer shall notify the
      Trustee of its selection in writing and the Trustee shall be entitled to
      rely conclusively on such writing for all purposes, including the
      Servicer's compliance with the investment restrictions set forth in the
      definition of "Eligible Investment." All such Eligible Investments shall
      be held by the Trustee; provided that on each Distribution Date all
      interest and other investment income (net of losses and investment
      expenses ) ("Principal Funding Investment Proceeds") on funds on deposit
      therein shall be applied as set forth in paragraph (iii) below. Funds on
      deposit in the Principal

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<PAGE>
      Funding Account shall be invested in Eligible Investments that will mature
      so that such funds will be available at the close of business on the
      Transfer Date preceding the following Distribution Date. No Eligible
      Investment shall be disposed of prior to its maturity; provided, however,
      that the Trustee may sell, liquidate or dispose of an Eligible Investment
      before its maturity, if so directed in writing by the Servicer, the
      Servicer having reasonably determined that the interest of the Series
      2002-C Certificateholders may be adversely affected if such Eligible
      Investment is held to its maturity. Unless the Servicer directs otherwise,
      funds deposited in the Principal Funding Account on a Transfer Date (which
      immediately precedes a Distribution Date) upon the maturity of any
      Eligible Investments are not required to be invested overnight.

            (iii) On each Distribution Date with respect to the Accumulation
      Period, the Servicer shall direct the Trustee in writing to withdraw from
      the Principal Funding Account and deposit into the Collection Account all
      Principal Funding Investment Proceeds then on deposit in the Principal
      Funding Account, and such Principal Funding Investment Proceeds shall be
      treated as a portion of Class A Available Funds for such Distribution
      Date.

            (iv) Reinvested interest and other investment income on funds
      deposited in the Principal Funding Account shall not be considered to be
      principal amounts on deposit therein for purposes of this Supplement.

            (v) The Trustee shall possess all right, title and interest in all
      funds on deposit from time to time in the Principal Funding Account and in
      all proceeds thereof. The Principal Funding Account shall be under the
      sole dominion and control of the Trustee. If, at any time, the Principal
      Funding Account ceases to be an Eligible Deposit Account, the Trustee
      shall within 10 Business Days (or such longer period, not to exceed 30
      calendar days, as to which each Rating Agency may consent) establish a new
      Principal Funding Account meeting the conditions specified in paragraph
      (a) (i) above as an Eligible Deposit Account and shall transfer any
      property to such new Principal Funding Account.

            (vi) Pursuant to the authority granted to the Servicer in Section
      3.01(b) of the Agreement, the Servicer shall have the power, revocable by
      the Trustee, to make withdrawals and payments or to instruct the Trustee
      in writing to make withdrawals and payments from the Principal Funding
      Account for the purposes of carrying out the Servicer's or Trustee's
      duties hereunder. Pursuant to the authority granted to the Paying Agent in
      Section 5.1 of this Supplement and Section 6.07 of the Agreement, the
      Paying Agent shall have the power, revocable by the Trustee, to withdraw
      funds from the Principal Funding Account for the purpose of making
      distributions to the Series 2002-C Certificateholders.

      Section 4.13 Accumulation Period. The Accumulation Period is scheduled to
commence on the Accumulation Date; provided, however, that if the Accumulation
Period Length on any Determination Date (determined as described below) is less
than nine months, upon notice to the Trustee, the Transferor, each Rating Agency
and the Collateral Interest

                                       30
<PAGE>
Holder, the Servicer, at its option, may elect to modify the date on which the
Accumulation Period actually commences to the first day of the month that is a
number of months prior to the month in which the Class A Expected Final
Distribution Date occurs at least equal to the Accumulation Period Length (so
that, as a result, the number of Monthly Periods in the Accumulation Period will
at least equal the Accumulation Period Length); provided, however, that (i) the
length of the Accumulation Period will not be less than one month; and (ii)
notwithstanding any other provision of this Supplement to the contrary, no
election to postpone the commencement of the Accumulation Period shall be made
after a Pay Out Event (as defined in the related Supplement) shall have occurred
and is continuing with respect to any other Series. On each Determination Date,
the Servicer will determine the "Accumulation Period Length," which will mean a
number of months such that the amount available for distribution of principal on
the Class A Certificates on the Class A Expected Final Distribution Date and for
distribution of principal on the Class B Certificates on the Class B Expected
Final Distribution Date will equal or exceed the sum of the Class A Investor
Amount and the Class B Investor Amount, assuming for this purpose that (1) the
payment rate with respect to Collections of Principal Receivables remains
constant at the lowest level of such payment rate during the twelve preceding
Monthly Periods (or such lower payment rate as the Servicer may select), (2) the
total amount of Principal Receivables in the Trust (and the principal amount on
deposit in the Excess Funding Account, if any) remains constant at the level on
such date of determination, (3) no Pay Out Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on such date of determination) will be subsequently issued. Any notice by
the Servicer electing to modify the commencement of the Accumulation Period
pursuant to this Section 4.13 shall specify (i) the Accumulation Period Length,
(ii) the commencement date of the Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the Accumulation
Period.

      Section 4.14 Reserve Account.

      (a) The Servicer, for the benefit of the Series 2002-C Holders, shall
establish and maintain, in the name of the Trustee, an Eligible Deposit Account
(the "Reserve Account") bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2002-C Holders. The
Reserve Account shall initially be established with the Trustee. The Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Reserve Account and in all proceeds thereof. The Reserve Account
shall be under the sole dominion and control of the Trustee. If at any time the
Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new Reserve Account meeting the conditions specified above as an
Eligible Deposit Account, and shall transfer any property to such new Reserve
Account. The Trustee, at the written direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time for the purposes set
forth in this Supplement, and (ii) on each Distribution Date (from and after the
Reserve Account Funding Date) prior to the termination of the Reserve Account
make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, Section 4.7(j).

      (b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Eligible Investments. The
Servicer shall notify the

                                       31
<PAGE>
Trustee of its selection in writing and the Trustee shall be entitled to rely
conclusively on such writing for all purposes, including the Servicer's
compliance with the investment restrictions set forth in the definition of
"Eligible Investment." Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the immediately
succeeding Transfer Date. The Trustee shall maintain possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Trustee may sell, liquidate or dispose of an
Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interest of the
Series 2002-C Holders may be adversely affected if such Eligible Investment is
held to its maturity. 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 Reserve Account shall be retained in the Reserve
Account (to the extent that the amount on deposit in the Reserve Account is less
than the Required Reserve Account Amount) and the balance, if any, shall be
deposited in the Collection Account and treated as Collections of Finance Charge
Receivables allocable to Series 2002-C. For purposes of determining the
availability of funds or the balance in the Reserve Account for any reason under
this Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.

      (c) On the Determination Date preceding each Distribution Date with
respect to the Accumulation Period (prior to the Class B Expected Final
Distribution Date) and the first Special Payment Date, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the excess, if any,
of the Covered Amount with respect to such Distribution Date or Special Payment
Date over the Principal Funding Investment Proceeds with respect to such
Distribution Date or Special Payment Date; provided, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in the
Reserve Account under subsection 4.7(j) with respect to such Distribution Date.

      (d) In the event that for any Distribution Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the amount on deposit in the
Reserve Account, shall be withdrawn from the Reserve Account on the related
Transfer Date by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Collection Account and included in the Class A
Available Funds for such Distribution Date.

      (e) In the event that the Reserve Account Surplus on any Distribution
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Distribution Date, is greater than zero, the
Trustee, acting in accordance with the written instructions of the Servicer,
shall withdraw from the Reserve Account, and distribute to the Collateral
Interest Holder, an amount equal to such Reserve Account Surplus.

      (f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) the day on which the Class A
Investor Amount is paid in full to the Class A Certificateholders, (iii) if the
Accumulation Period has not commenced, the occurrence of a Pay Out Event with
respect to Series 2002-C and (iv) if the Accumulation Period has commenced, the
earlier of the first Special Payment Date and the Class A Expected Final

                                       32
<PAGE>
Distribution Date, the Trustee, acting in accordance with the written
instructions of the Servicer, after the prior payment of all amounts owing to
the Series 2002-C Certificateholders which are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for purposes
of this Supplement.

                                    ARTICLE V
          Distributions and Reports to Series 2002-C Certificateholders

      Section 5.1 Distributions.

      (a) On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro
rata share of the amounts that are allocated and available on such Distribution
Date to pay interest on the Class A Certificates pursuant to this Supplement.

      (b) On each Distribution Date, commencing with the first to occur of the
Class A Expected Final Payment Date and the first Special Payment Date, the
Paying Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class A Certificateholder's pro rata share of the amounts that are on
deposit in the Principal Funding Account or that are otherwise allocated and
available on such date to pay principal of the Class A Certificates pursuant to
this Supplement up to a maximum amount on any such date equal to the Class A
Investor Amount on such date (unless there has been an optional repurchase of
the Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).

      (c) On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro
rata share of the amounts that are allocated and available on such Distribution
Date to pay interest on the Class B Certificates pursuant to this Supplement.

      (d) On each Distribution Date, commencing with the Class B Principal
Commencement Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata
share of the amounts that are on deposit in the Principal Funding Account (after
payments have been made to the Class A Certificateholders as provided in (b)
above) or that are otherwise allocated and available on such date to pay
principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Investor Amount on such
date (unless there has been an optional repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).



                                       33
<PAGE>
      (e) On each Transfer Date, the Trustee shall distribute to the Collateral
Interest Holder the aggregate amount payable to the Collateral Interest Holder
pursuant to Sections 4.5, 4.7 and 4.14 to the Collateral Interest Holder's
account, as specified in writing by the Collateral Interest Holder, in
immediately available funds.

      (f) The distributions to be made pursuant to this Section 5.1 are subject
to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the Agreement and
Sections 8.1 and 8.2 of this Supplement.

      (g) Except as provided in Section 12.02 of the Agreement with respect to a
final distribution, distributions to Series 2002-C Certificateholders hereunder
shall be made by check mailed to each Series 2002-C Certificateholder at such
Series 2002-C Certificateholder's address appearing in the Certificate Register
without presentation or surrender of any Series 2002-C Certificate or the making
of any notation thereon; provided, however, that with respect to Series 2002-C
Certificates registered in the name of a Clearing Agency, such distributions
shall be made to such Clearing Agency in immediately available funds.

      Section 5.2 Certificates and Statements.

      (a) Not later than each Determination Date, the Servicer shall deliver to
the Trustee, the Transferor, the Paying Agent, each Rating Agency and the
Collateral Interest Holder, a certificate substantially in the form of Exhibit B
prepared by the Servicer.

      (b) On each Distribution Date, the Paying Agent, on behalf of the Trustee,
shall forward to each Series 2002-C Certificateholder a statement substantially
in the form of Exhibit C prepared by the Servicer.

      (c) A copy of each statement or certificate provided pursuant to paragraph
(a) or (b) may be obtained by any Series 2002-C Certificateholder or any
Certificate Owner thereof by a request in writing to the Servicer.

      (d) On or before January 31 of each calendar year, beginning with calendar
year 2003, the Paying Agent, on behalf of the Trustee, shall furnish or cause to
be furnished to each Person who at any time during the preceding calendar year
was a Series 2002-C Certificateholder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
Series 2002-C Certificateholders, as set forth in paragraph (b) above,
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 2002-C Certificateholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Internal Revenue Code. Such obligation of the Servicer shall be deemed to have
been satisfied to the extent that substantially comparable information shall be
provided by the Paying Agent pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.



                                       34
<PAGE>
                                   ARTICLE VI
                          Series 2002-C Pay Out Events

      Section 6.1 Series 2002-C Pay Out Events. If any one of the following
events (each, a "Series Pay Out Event") shall occur with respect to Series
2002-C:

      (a) failure on the part of the Transferor (A) to make any payment or
deposit required by the terms of the Agreement on or before the date occurring
five Business Days after the date such payment or deposit is required to be made
herein or (B) duly to observe or perform in any material respect any other
covenants or agreements of the Transferor set forth in the Agreement which has a
material adverse effect on the Series 2002-C Holders (which determination shall
be made without reference to whether any funds are available pursuant to Series
Enhancement) and continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by Series 2002-C Holders aggregating not less than 50% of the
outstanding principal balance of the Series 2002-C;

      (b) any representation or warranty made by the Transferor in the Agreement
or any information contained in a computer file or microfiche list required to
be delivered by the Servicer or the Transferor pursuant to Section 2.01 or 2.08
of the Agreement (A) shall prove to have been incorrect in any material respect
when made or when delivered, which continues to be incorrect in any material
respect for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Transferor by the Trustee, or to the Transferor and the Trustee by Holders of
the Series 2002-C Certificates aggregating not less than 50% of the outstanding
principal balance of the Series 2002-C Certificates and (B) as a result of which
the interests of the Series 2002-C Certificateholders are materially and
adversely affected (which determination shall be made without reference to
whether any funds are available pursuant to any Series Enhancement); provided,
however, that a Series Pay Out Event pursuant to this subparagraph (b) shall not
be deemed to occur hereunder if the Transferor has accepted reassignment of the
related Receivable, or all of such Receivables, if applicable, during such
period (or such longer period as the Trustee may specify) in accordance with the
provisions hereof and of the Agreement;

      (c) (1) with respect to the last day of any prior Monthly Period during
which the Transferor Amount is less than the Required Transferor Amount, the
failure of the Transferor to convey on or prior to the Required Designation Date
Receivables in Additional Accounts to the Trustee such that the Transferor
Amount shall be at least equal to the Required Transferor Amount as of the close
of business on the applicable Addition Date; or (2) with respect to the last day
of any prior Monthly Period during which the aggregate amount of Principal
Receivables is less than the Required Principal Balance as of such day, the
failure of the Transferor to convey on or prior to the Required Designation Date
Receivables in Additional Accounts to the Trustee such that the aggregate amount
of the Principal Receivables shall be at least equal to the Required Principal
Balance as of the close of business on the applicable Addition Date;

      (d) the Net Portfolio Yield averaged over three consecutive Monthly
Periods is less than the Base Rate averaged over such period;



                                       35
<PAGE>
      (e) any Servicer Default shall occur which would have a material adverse
effect on the Series 2002-C Certificateholders (which determination shall be
made without reference to whether any funds are available pursuant to any Series
Enhancement); or

      (f) the Class A Investor Amount shall not be paid in full on the Class A
Expected Final Distribution Date or the Class B Investor Amount shall not be
paid in full on the Class B Expected Final Distribution Date or the Collateral
Invested Amount shall not be paid in full on the Collateral Expected Final
Distribution Date;

then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the holders of Investor Certificates (including the Collateral
Interest Holder) of Series 2002-C evidencing more than 50% of the aggregate
unpaid principal amount of such Investor Certificates (including the Collateral
Interest) by notice then given in writing to the Transferor and the Servicer
(and to the Trustee if given by the Holders of Investor Certificates (including
the Collateral Interest Holder) of Series 2002-C) may declare that a Pay Out
Event has occurred with respect to Series 2002-C as of the date of such notice,
and, in the case of any event described in subparagraph (c), (d) or (f) a Pay
Out Event shall occur with respect to Series 2002-C without any notice or other
action on the part of the Trustee or Holders of Investor Certificates (including
the Collateral Interest Holder) of Series 2002-C immediately upon the occurrence
of such event.

                                   ARTICLE VII
                     Optional Repurchase; Series Termination

      Section 7.1 Optional Repurchase. On any day occurring on or after the date
on which the Investor Amount is reduced to 5% or less of the Initial Invested
Amount, the Transferor shall have the option (so long as the Transferor is an
Affiliate of the Servicer) to purchase the interest of the Series 2002-C
Holders, at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day.

      Section 7.2 Series Termination.

      (a) If, on the February 2008 Distribution Date, the Investor Amount (after
giving effect to all changes therein on such date) would be greater than zero,
the Servicer, on behalf of the Trustee, shall, within the 40-day period which
begins on such Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to the Investor Amount and accrued and unpaid interest thereon
at the close of business on the last day of the Monthly Period preceding the
Series Termination Date (after giving effect to all distributions required to be
made on the Series Termination Date, except pursuant to this Section 7.2;
provided, however that in no event shall such amount exceed the Series
Percentage of Receivables on the Series Termination Date). Such bids shall
require that such sale shall (subject to Section 7.2(b)) occur on the Series
Termination Date. The Transferor and the Collateral Interest Holder shall be
entitled to participate in, and to receive from the Trustee a copy of each other
bid submitted in connection with, such bidding process.



                                       36
<PAGE>
      (b) The Servicer, on behalf of the Trustee, shall sell such Receivables
(or interests therein) on the Series Termination Date to the bidder who made the
highest cash purchase offer. The proceeds of any such sale shall be treated as
Collections on the Receivables allocated to Series 2002-C pursuant to the
Agreement and this Supplement; provided, however, that the Servicer shall
determine conclusively the amount of such proceeds which are allocable to
Finance Charge Receivables and the amount of such proceeds which are allocable
to Principal Receivables. During the period from the February 2008 Distribution
Date to the Series Termination Date, the Servicer shall continue to collect
payments on the Receivables and allocate and deposit such collections in
accordance with the provisions of the Agreement and the Supplements.

                                  ARTICLE VIII
                               Final Distributions

      Section 8.1 Sale of Receivables or Certificateholders' Interest Pursuant
to Section 2.06 or 10.01 of the Agreement.

      (a) Purchase Price. The amount to be paid with respect to Series 2002-C in
connection with (i) a reassignment of Receivables to the Transferor pursuant to
Section 2.06 of the Agreement or (ii) a repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement shall equal the Reassignment
Amount for the first Distribution Date following the Monthly Period in which the
reassignment obligation arises under the Agreement.

      (b) Distributions Pursuant to Section 7.1 or 7.2 of this Supplement and
Section 10.01 of the Agreement. With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 7.1 or 8.1(a) or any
amounts allocable to Series 2002-C deposited into the Collection Account
pursuant to Section 7.2, the Trustee shall, not later than 3:00 p.m. New York
City time, on the related Distribution Date, make deposits or distributions of
the following amounts (in the priority set forth below and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
date) in immediately available funds: (i) (x) the Class A Investor Amount on
such Distribution Date will be distributed to the Paying Agent for payment to
the Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Investor Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders, (iii) (x) the Collateral Invested Amount on such
Distribution Date will be distributed to the Collateral Interest Holder and (y)
an amount equal to

                                       37
<PAGE>
the sum of (A) Collateral Minimum Monthly Interest for such Distribution Date,
(B) any Collateral Minimum Monthly Interest previously due but not distributed
to the Collateral Interest Holder on a prior Distribution Date and (C) the
amount of Collateral Additional Interest, if any, for such Distribution Date and
any Collateral Additional Interest previously due but not distributed to the
Collateral Interest Holder on any prior Distribution Date, will be distributed
to the Collateral Interest Holder, (iv) the Monthly Servicing Fee for such
Distribution Date and any Monthly Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date shall be distributed to
the Servicer and (v) all remaining amounts will be distributed to the Collateral
Interest Holder.

      (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to Section
8.1(b) for payment to the Series 2002-C Certificateholders shall be deemed
distributed in full to the Series 2002-C Certificateholders on the date on which
such funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.

      Section 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement.

      (a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date) (i)
deduct an amount equal to the Class A Investor Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and distribute such amount to the Paying Agent for payment
to the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and (y) the Principal
Allocation Percentage with respect to the related Monthly Period, (ii) deduct an
amount equal to the Class B Investor Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Collections of Principal
Receivables and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Collections of Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence,
(iii) deduct an amount equal to the Collateral Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Principal Receivables and distribute such amount to the
Collateral Interest Holder, provided that the amount of such distribution shall
not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Collections of Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) and clause (ii) of
this sentence, (iv) deduct an amount equal to any due and unpaid Monthly
Servicing Fees from the portion of the Insolvency Proceeds allocated to
Collections of Principal Receivables and pay such amount to the Servicer
provided that the amount of such distribution to the Servicer shall not exceed
(x) the product of (A) the portion of such Insolvency Proceeds

                                       38
<PAGE>
allocated to Collections of Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) and clause (ii) of
this sentence and the amount distributed to the Collateral Interest Holder
pursuant to clause (iii) of this sentence, and (v) distribute the remaining
amount of the Insolvency Proceeds to the Collateral Interest Holder.

      (b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly
Interest for such Distribution Date, (x) any Class A Monthly Interest previously
due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (y) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on a prior Distribution Date
from the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables and distribute such amount to the Paying Agent for payment to
the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class A Floating Percentage with respect to such Monthly Period, (ii) deduct an
amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders and (y) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Class B Certificateholders, provided that the
amount of such distribution shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables,
(y) the Floating Allocation Percentage with respect to the related Monthly
Period and (z) the Class B Floating Percentage with respect to such Monthly
Period and (iii) deduct an amount equal to the sum of (w) Collateral Minimum
Monthly Interest for such Distribution Date, (x) Collateral Minimum Monthly
Interest previously due but not distributed to the Collateral Interest Holder
and (y) the amount of Collateral Additional Interest, if any, for such
Distribution Date and any Collateral Additional Interest previously due but not
distributed to the Collateral Interest Holder on a prior Distribution Date from
the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables and distribute such amount to the Collateral Interest Holder,
provided that the amount of such distribution shall not exceed the product of
(x) the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables, (y) the Floating Allocation Percentage with respect to the
related Monthly Period and (z) the Collateral Floating Percentage with respect
to such Monthly Period. To the extent that the product of (A) the portion of the
Insolvency Proceeds allocated to Collections of Finance Charge Receivables and
(B) the Floating Allocation Percentage with respect to the related Monthly
Period exceeds the aggregate amount distributed to the Paying Agent and the
Collateral Interest Holder pursuant to the preceding sentence, the excess shall
be distributed first to the Servicer to pay any Monthly Servicing Fees which are
due on such Distribution Date and any Monthly Servicing Fees due on a previous
Distribution Date but which have not been paid and second to the Collateral
Interest Holder.



                                       39
<PAGE>
      (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to this Section
for payment to the Series 2002-C Certificateholders shall be distributed in full
to the Series 2002-C Certificateholders on the date on which funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to
be a final distribution pursuant to Section 12.02 of the Agreement.

      Section 8.3 Instructions Pursuant to Section 9.02(a) of the Agreement. The
Holders of Investor Certificates of Series 2002-C evidencing more than 50% of
the Investor Amount of each Class (including the Collateral Interest) shall not
be considered as having disapproved of any liquidation of the Receivables and to
continue transferring Principal Receivables to the Trustee pursuant to Section
9.02(a) of the Agreement unless Holders of more than 50% of the Investor Amount
of each of the Class A Certificates, the Class B Certificates and the Collateral
Interest instruct the Trustee to such effect in the manner required pursuant to
Section 9.02(a) of the Agreement.

                                   ARTICLE IX
                                  Certificates

      Section 9.1 Book-Entry Certificates. The Class A Certificates and the
Class B Certificates shall be delivered as Book-Entry Certificates. The Clearing
Agency for the Class A Certificates and the Class B Certificates shall be The
Depository Trust Company, and the Class A Certificates and the Class B
Certificates shall be initially registered in the name of Cede & Co., its
nominee.

                                    ARTICLE X
                            Miscellaneous Provisions

      Section 10.1. Certain Matters Regarding the Collateral Interest Holder.
Amounts payable to the Collateral Interest Holder hereunder shall be applied in
accordance with the provisions of the Transfer Agreement.

      Section 10.2 Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.

      Section 10.3 Counterparts. This Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which
shall be an original, but all of which shall constitute one and the same
instrument.

      Section 10.4 GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AS IN
EFFECT IN 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.



                                       40
<PAGE>
      Section 10.5 Notices. All directions, notices and instructions to the
Trustee shall be in writing (which may be facsimile).

      Section 10.6 Amendments. This Supplement may be amended by the Transferor
without the consent of the Servicer, the Trustee or any Investor
Certificateholder if the Transferor provides the Trustee with (i) an Opinion of
Counsel to the effect that such amendment or modification would reduce the risk
that the Trust would be treated as taxable as a publicly traded partnership
pursuant to Code section 7704 and (ii) an Officer's Certificate that such
amendment or modification would not materially and adversely affect any Investor
Certificateholder; provided that no such amendment shall be deemed effective
without (i) the Trustee's consent, if the Trustee's rights, duties and
obligations hereunder are thereby modified and (ii) the Trustee having obtained
written assurance that such amendment or modification will not, by itself, lower
the current ratings on the Series 2002-C Certificates. The Transferor shall
provide the Rating Agencies with prior written notice of any such amendment or
modification.

      Section 10.7. Uncertificated Securities. The Collateral Interest shall be
delivered in uncertificated form.

      Section 10.8. Transfers of the Collateral Interest.

      (a) Unless otherwise consented to by the Transferor, no portion of the
Collateral Interest or any interest therein may be sold, conveyed, assigned,
hypothecated, pledged, participated, exchanged or otherwise transferred (each, a
"Transfer") except in accordance with this Section 10.8 and only to a Permitted
Assignee. Any attempted or purported transfer, assignment, exchange, conveyance,
pledge, hypothecation or grant other than to a Permitted Assignee shall be void.
Unless otherwise consented to by the Transferor, no portion of the Collateral
Interest or any interest therein may be Transferred to any Person (each such
Person acquiring the Collateral Interest or any interest therein, an "Assignee")
unless such Assignee shall have executed and delivered to the Transferor on or
before the effective date of any Transfer a letter substantially in the form
attached hereto as Exhibit D (an "Investment Letter"), executed by such
Assignee, with respect to the related Transfer to such Assignee of all or a
portion of the Collateral Interest.

      (b) Each Assignee will certify that the Collateral Interest or the
interest therein purchased by such Assignee will be acquired for investment only
and not with a view to any public distribution thereof, and that such Assignee
will not offer to sell or otherwise dispose of the Collateral Interest or any
interest therein so acquired by it in violation of any of the registration
requirements of the Securities Act, or any applicable state or other securities
laws. Each Assignee will acknowledge and agree that (i) it has no right to
require the Transferor to register under the Securities Act or any other
securities law the Collateral Interest or the interest therein to be acquired by
the Assignee and (ii) the sale of the Collateral Interest is not being made by
means of the prospectus prepared in connection with the sale of the Series
2002-C Certificates. Each Assignee will agree with the Transferor that: (a) such
Assignee will deliver to the Transferor on or before the effective date of any
Transfer an Investment Letter, executed by such Assignee with respect to the
purchase by such Assignee of all or a portion of the Collateral Interest and (b)
all of the statements made by such Assignee in its Investment Letter shall be
true and correct as of the date made.


                                       41
<PAGE>
      (c) No portion of the Collateral Interest or any interest therein may be
Transferred, and each Assignee will certify that it is not, (a) an "employee
benefit plan" (as defined in Section 3(3) of ERISA) which is subject to ERISA,
(b) any "plan" (as defined in Section 4975(e)(1) of the Code), including
individual retirement accounts and Keogh plans, which is subject to Section 4975
of the Code or (c) any other entity whose underlying assets include "plan
assets" (within the meaning of Department of Labor Regulation Section 2510.3-101
or otherwise under ERISA) by reason of any such plan's investment in the entity,
including, without limitation, an insurance company general account.

      (d) This Section 10.8 shall not apply to the transfer and pledge of the
Collateral Interest on the Closing Date by Fleet Credit Card Funding Trust
pursuant to the Transfer Agreement or by Fleet Secured Note Trust 2002-C to the
Indenture Trustee (as defined in the Transfer Agreement) pursuant to the
Indenture (as defined in the Transfer Agreement).

      Section 10.9. Additional Representations and Warranties of the
Transferors. Each Transferor hereby makes the following representations and
warranties. Such representations and warranties shall survive until the
termination of this Supplement. Such representations and warranties speak as of
the date that the Receivables (as defined below) are transferred to the Trustee
but shall not be waived by any of the parties to this Supplement unless the
Rating Agency Condition shall have been satisfied with respect to such waiver.

      (a) The Agreement creates a valid and continuing security interest (as
defined in the applicable UCC) in favor of the Trustee in the Receivables
described in Section 2.01 of the Agreement (the "Receivables"), which security
interest is prior to all other liens, and is enforceable as such against
creditors of and purchasers from such Transferor.

      (b) The Receivables constitute "accounts" within the meaning of the
applicable UCC.

      (c) At the time of its transfer of any Receivable to the Trustee pursuant
to the Agreement, such Transferor owned and had good and marketable title to
such Receivables free and clear of any Lien, claim or encumbrance of any Person.

      (d) Such Transferor has caused or will have caused, within ten (10) days
of the initial execution of the Agreement, 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 Receivables granted to the Trustee pursuant to the Agreement.

      (e) Other than the security interest granted to the Trustee pursuant to
the Agreement or an Assignment, such Transferor has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed the Receivables. Such
Transferor has not authorized the filing of and is not aware of any financing
statements against such Transferor that cover such Receivables other than any
financing statement relating to the transfer and security interest granted to
the Trustee pursuant to the Agreement or an Assignment or that has been
terminated. Such Transferor is not aware of any judgment or tax lien filings
against such Transferor.



                                       42
<PAGE>
                           [Signature Page to Follow]




                                       43
<PAGE>
      IN WITNESS WHEREOF, the undersigned have caused this Supplement to be duly
executed and delivered by their respective duly authorized officers on the day
and year first above written.

                                 FLEET BANK (RI), NATIONAL ASSOCIATION,
                                    Servicer,

                                 By:      /s/ Jeffrey A. Lipson
                                    --------------------------------------------
                                    Name:  Jeffrey A. Lipson
                                    Title: Vice President



                                 FLEET CREDIT CARD FUNDING TRUST,
                                    Transferor,

                                 By:      /s/ Jeffrey A. Lipson
                                    --------------------------------------------
                                    Name:  Jeffrey A. Lipson
                                    Title: Vice President



                                 DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                    (formerly Bankers Trust Company)
                                    Trustee


                                 By:      /s/ Peter Becker
                                    --------------------------------------------
                                    Name:  Peter Becker
                                    Title: Vice President
<PAGE>



                                                                     EXHIBIT A-1
                                                                   TO SUPPLEMENT

REGISTERED

                        FLEET CREDIT CARD MASTER TRUST II
                     CLASS A 2.75% ASSET-BACKED CERTIFICATE,
                                  SERIES 2002-C


      Unless this Class A Certificate 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 certificate 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.

            Evidencing an undivided interest in a trust, the corpus of which
      consists of receivables generated from time to time in the ordinary course
      of business in a portfolio of revolving consumer credit card accounts
      owned by Fleet Bank (RI), National Association (the "Bank") or any
      Additional Account Owner. The receivables have been or will be transferred
      to the trust by the Bank or its predecessors, by Fleet Credit Card Funding
      Trust or by any Additional Transferor.

No. _____                                           CUSIP NO. __________________
                                                             $__________________



            (Not an interest in or obligation of Fleet Credit Card Funding Trust
      or any affiliate thereof, except to the limited extent described herein.)

      This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and restated as of January 1, 2002, and as further
amended by Amendment Number 1, dated as of April 1, 2002, the "Amended and
Restated Pooling and Servicing Agreement") among the Bank, as servicer (the
"Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as transferor (the
"Transferor") and Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
2002-C Supplement, dated as of November 26, 2002, among the Bank, as Servicer,
FCCF, as Transferor and the Trustee. The Amended and Restated Pooling and
Servicing Agreement, the Series 2002-C Supplement and any amendments,
<PAGE>
exhibits and schedules thereto are collectively referred to herein as the
"Agreement." The corpus of the Trust consists of (i) a portfolio of receivables
(the "Receivables") arising under selected VISA and MasterCard* consumer credit
card accounts or other revolving consumer credit accounts (the "Accounts") in
portfolios of revolving consumer credit accounts owned by any of the Bank or any
Additional Account Owner, (ii) all moneys due or to become due in payment of the
Receivables and all amounts received with respect to the Receivables and all
proceeds of the Receivables (other than investment earnings related to such
proceeds), (iii) the right to receive certain Allocated Interchange attributed
to cardholder charges for merchandise and services in the Accounts, (iv) certain
amounts recovered from Accounts in which the Receivables have been written off
as uncollectible, (v) proceeds of credit insurance policies relating to the
Receivables and (vi) all monies on deposit in certain bank accounts of the Trust
and the benefits of any type of enhancement ("Series Enhancement") issued with
respect to any Series (the drawing on or payment of such Series Enhancement
being available only to Certificateholders of a specified Series or Class unless
otherwise indicated in the related Supplement). The Trust assets may also
include participations (including 100% participations) representing undivided
interests in a pool of assets primarily consisting of revolving credit card
receivables or consumer loan receivables (secured and unsecured), and any
interests in both such types of receivables, including securities representing
or backed by both such types of receivables, and other self-liquidating
financial assets owned by the Transferor or any affiliate of the Transferor and
collections thereon. The initial Transferor conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the initial Transferor and subsequent
Transferors have conveyed and the Transferor may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.

      Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement,
such summary is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the Trustee by writing to the Trustee at 60 Wall
Street, New York, New York 10005, Attention: Corporate Trust & Agency
Services-Structured Finance Services, with a copy to Deutsche Bank Trust Company
Americas, c/o DB Services New Jersey Inc., 100 Plaza One, MS JCY03-0606, Jersey
City, NJ 07311, Attention: Corporate Trust & Agency Services-Structured Finance
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.

      This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement to which the Holder of this Class A
Certificate by virtue of the acceptance hereof assents and is bound.


*     VISA and MasterCard are registered trademarks of VISA USA, Inc., and
      MasterCard International Inc., respectively.


                                     A-1-2
<PAGE>
      It is the intent of the Transferor and the Class A Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class A Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Transferor, the Holder of the Transferors' Interest,
each Holder of a Class A Certificate and each Holder of a Class B Certificate,
by acceptance of its Certificate, agrees to treat the Series 2002-C Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Transferor.

      Subject to the terms of the Agreement, payments of principal of the Class
A Certificates are limited to the unpaid Class A Investor Amount, which may be
less than the unpaid principal balance of the Class A Certificates, pursuant to
the terms of the Agreement. All principal of and interest on the Class A
Certificates is scheduled to be paid by the October 2005 Distribution Date but
may be paid earlier. Subject to prior termination as provided in the Agreement,
the interest of the Series 2002-C Certificateholders in the Trust will terminate
following the earlier of (i) the April 2008 Distribution Date and (ii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.

      The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and cash advances and in respect of
Periodic Finance Charges, Overlimit Fees, Late Fees, annual membership fees and
annual service charges, if any, Cash Advance Fees, transaction charges and all
other fees and charges with respect to the Accounts designated by the Transferor
to be included in Finance Charge Receivables.

      This Certificate is one of a series of Certificates entitled "Fleet Credit
Card Master Trust II, Class A 2.75% Asset-Backed Certificates, Series 2002-C"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the
Transferor as Holder of the Transferors' Interest. The Transferors' Interest
represents the interest in the Principal Receivables not represented by the
Investor Certificates.

      The aggregate interest represented by the Series 2002-C Certificates and
the Collateral Interest at any time in the Principal Receivables in the Trust
shall not exceed an amount equal to the Principal Allocation Percentage thereof
(as set forth in the Agreement) at such time. The Initial Invested Amount is
$750,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount.
The Class A Initial Invested Amount is $637,500,000. The Class A Invested Amount
for any date of determination will be an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class A Certificateholders on or prior to such date, minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of Class A Investor Charge-Offs
reimbursed prior to such date, minus (d) the Principal Funding Account Balance
(but not in excess of the Class A Initial Invested Amount) on such date.



                                     A-1-3
<PAGE>
      Interest will be distributed monthly on the 15th day of each calendar
month or, if such 15th day is not a Business Day, payment will be made on the
next succeeding Business Day (each, a "Distribution Date"), commencing January
15, 2003, in an amount equal to one-twelfth of the product of (i) the Class A
Certificate Rate, and (ii) the outstanding principal amount of the Class A
Certificates as of the preceding Record Date; provided, however, with respect to
the January 2003 Distribution Date, the amount of interest distributed on the
Class A Certificates will be $2,386,197.92.

      The Class A Certificates will bear interest at the rate of 2.75% per annum
(the "Class A Certificate Rate").

      On each Distribution Date with respect to the Accumulation Period, an
amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date and (c) the Class A
Invested Amount on such Distribution Date, will be deposited in the Principal
Funding Account for payment to the Class A Certificateholders on the earlier to
occur of the Class A Expected Final Distribution Date or the first Distribution
Date with respect to the Rapid Amortization Period.

      On each Distribution Date during the Rapid Amortization Period until the
Class A Investor Amount has been paid in full or the Series Termination Date
occurs, the Class A Certificateholders will be entitled to receive Available
Investor Principal Collections in an amount up to the Class A Investor Amount.

      On any Distribution Date occurring on or after the Investor Amount is
reduced to 5% or less of the Initial Invested Amount during the Revolving Period
the Transferor will have the option (to be exercised in its sole discretion) to
repurchase the Certificates.

      This Class A Certificate does not represent an obligation of, or an
interest in, FleetBoston Financial Corporation, the Bank, any Additional Account
Owner, FCCF, any Additional Transferor, the Servicer or any Affiliate of any of
them. None of the Class A Certificates, the Accounts nor the Receivables are
deposits or insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency. This Class A Certificate is limited in right
of payment to certain Collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Agreement.

      The Agreement may be amended under certain circumstances by the Servicer,
the Transferor and the Trustee, without Certificateholder consent, provided that
(i) the Transferor shall have delivered to the Trustee an Officer's Certificate
to the effect that the Transferor reasonably believes that such amendment will
not result in the occurrence of a Pay Out Event or materially adversely affect
the amount or timing of distributions to be made to the Investor
Certificateholders of any Series or Class and (ii) written confirmation from
each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 2002-C Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.



                                     A-1-4
<PAGE>
      The Agreement may be amended by the Servicer, the Transferor and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available under any Series Enhancement without the
consent to any such amendment of each affected Certificateholder, (b) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (c) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or (d)
adversely affect the rating of any Series or Class by each Rating Agency without
the consent of the Holders of Investor Certificates of such Series or Class
evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.

      The Class A Certificates are issuable only in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate 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 Trustee and the Transfer
Agent and Registrar, duly executed by the Holder or his attorney and duly
authorized in writing, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

      As provided in the Agreement and subject to certain limitations therein
set forth, this Class A Certificate is exchangeable for a new Class A
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class A Certificate. No service charge
may be imposed for any such exchange, but the 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.

      Prior to due presentation of this Class A Certificate for registration of
transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee and
any agent of any of them may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent or the Transfer Agent and Registrar nor any agent of
any of them shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.

      This Class A Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.

      Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this


                                     A-1-5
<PAGE>
Class A Certificate shall not be entitled to any benefit under the Agreement, or
be valid for any purpose.



                                     A-1-6
<PAGE>
      IN WITNESS WHEREOF, the Transferor has caused this Class A Certificate to
be duly executed.

                                                 FLEET CREDIT CARD FUNDING TRUST



                                                 By:____________________________
                                                    Vice President



      This is one of the Class A Certificates referred to in the
within-mentioned Agreement.

                                                 DEUTSCHE BANK TRUST COMPANY
                                                      AMERICAS,
                                                   as Trustee,



                                                 By:____________________________
                                                    Authorized Officer

Dated:   November 26, 2002



                                     A-1-7
<PAGE>
                                   ----------

                                   ASSIGNMENT

                                   ----------


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE(S)

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

--------------------------
:                        :
:                        :
:                        :
--------------------------          -----------------------------
(PLEASE PRINT OR TYPEWRITE          NAME AND ADDRESS OF ASSIGNEE)



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

Dated:
      --------------------------

                                            ------------------------------
                                            Note: The signature(s) to this
                                            Assignment must correspond with the
                                            name(s) as written on the face of
                                            the within certificate in every
                                            particular, without alteration or
                                            enlargement or any change whatever.

                                            (1)      An assignee which is not a
                                                     United States Person as
                                                     defined in the Internal
                                                     Revenue Code of 1986, as
                                                     amended (the "Code") must
                                                     certify to the Transfer
                                                     Agent and Registrar in
                                                     writing as to such status
                                                     and such further
                                                     information as may be
                                                     required under the Code or
                                                     reasonably requested by the
                                                     Transfer Agent and
                                                     Registrar.


                                     A-1-8
<PAGE>
                                                                     EXHIBIT A-2
                                                                   TO SUPPLEMENT

REGISTERED

                        FLEET CREDIT CARD MASTER TRUST II
                 CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
                                  SERIES 2002-C

      THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN.

      Unless this Class B Certificate 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 certificate 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.

            Evidencing an undivided interest in a trust, the corpus of which
      consists of receivables generated from time to time in the ordinary course
      of business in a portfolio of revolving consumer credit card accounts
      owned by Fleet Bank (RI), National Association (the "Bank") or any
      Additional Account Owner. The receivables have been or will be transferred
      to the trust by the Bank or its predecessors, by Fleet Credit Card Funding
      Trust or by any Additional Transferor.

No. ___                                             CUSIP NO. __________________
                                                             $__________________


            (Not an interest in or obligation of Fleet Bank (RI), National
      Association, or any affiliate thereof, except to the limited extent
      described herein.)

This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and restated on January 1, 2002, and as further
amended by Amendment Number 1, dated as of April 1, 2002, the "Amended and
Restated Pooling and Servicing Agreement") among the Bank, as servicer (the
"Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as transferor (the
"Transferor") and Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
2002-C Supplement, dated as of November 26,
<PAGE>
2002, among the Bank, as Servicer, FCCF, as Transferor and the Trustee. The
Amended and Restated Pooling and Servicing Agreement, the Series 2002-C
Supplement and any amendments, exhibits and schedules thereto are collectively
referred to herein as the "Agreement." The corpus of the Trust consists of (i) a
portfolio of receivables (the "Receivables") arising under selected VISA and
MasterCard* consumer credit card accounts or other revolving consumer credit
accounts (the "Accounts") in portfolios of revolving consumer credit accounts
owned by any of the Bank or any Additional Account Owner, (ii) all moneys due or
to become due in payment of the Receivables and all amounts received with
respect to the Receivables and all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Allocated Interchange attributed to cardholder charges for merchandise
and services in the Accounts, (iv) certain amounts recovered from Accounts in
which the Receivables have been written off as uncollectible, (v) proceeds of
credit insurance policies relating to the Receivables and (vi) all monies on
deposit in certain bank accounts of the Trust and the benefits of any type of
enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by the
Transferor or any affiliate of the Transferor and collections thereon. The
initial Transferor conveyed to the Trust all Receivables existing under certain
designated Accounts at the time of the formation of the Trust and all
Receivables arising under such Accounts from time to time thereafter. In
addition, the initial Transferor and subsequent Transferors have conveyed and
the Transferor may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.

      Although a summary of certain provisions of the Agreement is set forth
below, this Class B Certificate does not purport to summarize the Agreement,
such summary is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the Trustee by writing to the Trustee at 60 Wall
Street, New York, New York 10005, Attention: Corporate Trust & Agency
Services-Structured Finance Services, with a copy to Deutsche Bank Trust Company
Americas, c/o DB Services New Jersey Inc., 100 Plaza One, MS JCY03-0606, Jersey
City, NJ 07311, Attention: Corporate Trust & Agency Services-Structured Finance
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.

      This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement to which the Holder of this Class B
Certificate by virtue of the acceptance hereof assents and is bound.


*     VISA and MasterCard are registered trademarks of VISA USA, Inc., and
      MasterCard International Inc., respectively.


                                     A-2-2
<PAGE>
      It is the intent of the Transferor and the Class B Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class B Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Transferor, the Holder of the Transferors' Interest,
each Holder of a Class B Certificate, and each Holder of a Class A Certificate,
by acceptance of its Certificate, agrees to treat the Series 2002-C Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Transferor.

      Subject to the terms of the Agreement, payments of principal of the Class
B Certificates are limited to the unpaid Class B Investor Amount, which may be
less than the unpaid principal balance of the Class B Certificates, pursuant to
the terms of the Agreement. Principal payments on the Class B Certificates will
not be made unless the Class A Certificates are paid in full. All principal of
and interest on the Class B Certificates is scheduled to be paid by the October
2005 Distribution Date, but may be paid earlier. Subject to prior termination as
provided in the Agreement, the interest of the Series 2002-C Certificateholders
in the Trust will terminate following the earlier of (i) the April 2008
Distribution Date and (ii) the termination of the Trust pursuant to Section
12.01 of the Agreement.

      The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and cash advances and in respect of
Periodic Finance Charges, Overlimit Fees, Late Fees, annual membership fees and
annual service charges, if any, Cash Advance Fees, transaction charges and all
other fees and charges with respect to the Accounts designated by the Transferor
to be included in Finance Charge Receivables.

      This Certificate is one of a series of Certificates entitled "Fleet Credit
Card Master Trust II, Class B Floating Rate Asset-Backed Certificates, Series
2002-C" (the "Class B Certificates"), each of which represents a fractional
undivided interest in certain assets of the Trust. The Trust's assets are
allocated in part to the Holders of the Class B Certificates and in part to the
Holders of the Class A Certificates, in part to the Collateral Interest Holder,
in part to the Holders of Investor Certificates of all other Series and in part
to the Transferor as Holder of the Transferors' Interest. The Transferors'
Interest represents the interest in the Principal Receivables not represented by
the Investor Certificates.

      THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES TO
THE EXTENT SET FORTH IN THE AGREEMENT.

      The aggregate interest represented by the Series 2002-C Certificates and
the Collateral Interest at any time in the Principal Receivables in the Trust
shall not exceed an amount equal to the Principal Allocation Percentage thereof
(as set forth in the Agreement) at such time. The Initial Invested Amount is
$750,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Collateral Invested Amount.
The Class B Initial Invested Amount is $45,000,000. The Class B Invested Amount
for any date will be an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to the Class B
Certificateholders on or


                                     A-2-3
<PAGE>
prior to such date, minus (c) the excess, if any, of the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates over the aggregate
amount of any reimbursement of Class B Investor Charge-Offs for all Distribution
Dates preceding such date, minus (d) the amount of Reallocated Principal
Collections allocated on all prior Distribution Dates, minus (e) an amount equal
to the amount by which the Class B Invested Amount has been reduced pursuant to
subsection 4.6(a) of the Agreement on all prior Distribution Dates, plus (f) the
amount of Excess Spread and Excess Finance Charges allocated and available on
all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e), and minus (g) the positive
difference, if any, between the Principal Funding Account Balance and the Class
A Investor Amount on such date; provided, however, that the Class B Invested
Amount may not be reduced below zero.

      Interest will be distributed monthly on the 15th day of each calendar
month or, if such 15th day is not a Business Day, payment will be made on the
next succeeding Business Day (each, a "Distribution Date"), commencing January
15, 2003, in 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 Certificate Rate, and (ii)
the outstanding principal amount of the Class B Certificates as of the preceding
Record Date; provided, however, with respect to the January 2003 Distribution
Date, the amount of interest distributed on the Class A Certificates will be
equal to the interest accrued on the Class B Initial Invested Amount at the
applicable Class B Certificate Rate for the period from the Closing Date through
January 14, 2003 (calculated on the basis of the actual number of days in such
period and a year of 360 days).

      The Class B Certificates will bear interest for each Interest Period at
the rate of 0.40% per annum determined as set forth below (the "Class B
Certificate Rate").

      The Trustee will determine LIBOR on the second London Business Day prior
to the Closing Date for the period from the Closing Date through January 14,
2003 and for each Interest Period thereafter, on the second London Business Day
prior to the Distribution Date on which such Interest Period commences (each, a
"LIBOR Determination Date"). A "London Business Day" is any day on which
dealings in deposits in United States dollars are transacted in the London
interbank market. The Class B Certificate Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by telephoning
the Trustee at its Corporate Trust Office at (800) 735-7777.

      The determination of LIBOR will be made in accordance with the following
provisions:

            (i) On each LIBOR Determination Date, the Trustee will determine
      LIBOR based on the rate for deposits in United States dollars for a period
      of the Designated Maturity which appears on Telerate Page 3750 as of 11:00
      A.M. (London time) on such date.

            (ii) If such rate does not appear on Telerate Page 3750, the Trustee
      will determine LIBOR on the basis of quotations of the offered rates for
      deposits in United States dollars provided by the Reference Banks at
      approximately 11:00 A.M. (London time) on such


                                     A-2-4
<PAGE>
      LIBOR Determination Date to prime banks in the London interbank market for
      a period of the Designated Maturity. If at least two such quotations are
      provided, LIBOR will be the arithmetic mean of such quotations.

            (iii) If, on the LIBOR Determination Date, such rate does not appear
      on Telerate Page 3750 and only one or none of the Reference Banks provides
      such offered quotations, LIBOR will be the rate per annum that the Trustee
      determines to be the arithmetic mean of the offered quotations that three
      major banks in The City of New York selected by the Servicer are quoting
      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 period of the
      Designated Maturity.

      "Designated Maturity" as used in the preceding provisions means, one
month; provided, that LIBOR for the initial Interest Period will be determined
by straight-line interpolation (based on the actual numbers of days in the
initial Interest Period) between two rates determined in accordance with the
definition of LIBOR, one of which will be determined for a Designated Maturity
of one month and the other of which will be determined for a Designated Maturity
of two months.

      On each Distribution Date with respect to the Accumulation Period an
amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date (minus the portion of
such Controlled Deposit Amount for such Distribution Date applied to Class A
Monthly Principal on such Distribution Date)) and (c) the Class B Invested
Amount, will be deposited in the Principal Funding Account for payment to the
Class B Certificateholders on the Class B Expected Final Distribution Date or
the first Distribution Date with respect to the Rapid Amortization Period
provided that no such amounts shall be paid to the Class B Certificates until
the Class A Certificates are paid in full.

      On each Distribution Date during the Rapid Amortization Period (following
the payment in full of the Class A Certificates) until the Class B Investor
Amount has been paid in full or the Series Termination Date occurs, the Class B
Certificateholders will be entitled to receive Available Investor Principal
Collections (minus the portion of Available Investor Principal Collections
applied to Class A Monthly Principal on such Distribution Date) in an amount up
to the Class B Investor Amount.

      On any Distribution Date occurring on or after the Investor Amount is
reduced to 5% or less of the Initial Invested Amount during the Revolving
Period, the Transferor will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.

      This Class B Certificate does not represent an obligation of, or an
interest in, FleetBoston Financial Corporation, the Bank, any Additional Account
Owner, the Servicer, FCCF, any Additional Transferor or any Affiliate of any of
them. None of the Class B Certificates, the Accounts or the Receivables are
deposits or insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency. This Class B Certificate is


                                     A-2-5
<PAGE>
limited in right of payment to certain Collections respecting the Receivables
(and certain other amounts), all as more specifically set forth herein and in
the Agreement.

      The Agreement may be amended under certain circumstances by the Servicer,
the Transferor and the Trustee, without Certificateholder consent, provided that
(i) the Transferor shall have delivered to the Trustee an Officer's Certificate
to the effect that the Transferor reasonably believes that such amendment will
not result in the occurrence of a Pay out Event or materially adversely affect
the amount or timing of distributions to be made to the Investor
Certificateholders of any Series or Class and (ii) written confirmation from
each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 2002-C Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.

      The Agreement may be amended by the Servicer, the Transferor and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available under any Series Enhancement without the
consent to any such amendment of each affected Certificateholder, (b) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (c) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or (d)
adversely affect the rating of any Series or Class by each Rating Agency without
the consent of the Holders of Investor Certificates of such Series or Class
evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.

      The Class B Certificates are issuable only in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate 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 Trustee and the Transfer
Agent and Registrar, duly executed by the Holder or his attorney and duly
authorized in writing, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

      As provided in the Agreement and subject to certain limitations therein
set forth, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service charge
may be imposed for any such exchange, but the 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.


                                     A-2-6
<PAGE>
      This Class B Certificate may not be acquired by or for the account of (a)
an "employee benefit plan" (as defined in Section 3(3) of ERISA) which is
subject to ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code),
including individual retirement accounts and Keogh plans, which is subject to
Section 4975 of the Code or (c) any other entity whose underlying assets include
"plan assets" (within the meaning of Department of Labor Regulation Section
2510.3-101 or otherwise under ERISA) by reason of any such plan's investment in
the entity (a "Benefit Plan"), other than an insurance company which is
investing assets of its general account and satisfies the conditions applicable
under Sections I and III of U.S. Department of Labor Prohibited Transaction
Class Exemption 95-60. By accepting and holding this Class B Certificate, the
Holder hereof shall be deemed to have represented and warranted that it is not a
Benefit Plan or that it is an insurance company which satisfies the conditions
specified above. By acquiring any interest in this Class B Certificate, the
applicable Certificate Owner or Owners shall be deemed to have represented and
warranted that it or they are not Benefit Plans or that it is an insurance
company which satisfies the conditions specified above.

      Prior to due presentation of this Class B Certificate for registration of
transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee and
any agent of any of them may treat the person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent or the Transfer Agent and Registrar nor any agent of
any of them shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.

      This Class B Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.

      Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class B Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.


                                     A-2-7
<PAGE>
      IN WITNESS WHEREOF, the Transferor has caused this Class B Certificate to
be duly executed.

                                                 FLEET CREDIT CARD FUNDING TRUST


                                                 By:____________________________
                                                    Vice President

      This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

                                                 DEUTSCHE BANK TRUST COMPANY
                                                          AMERICAS,
                                                   as Trustee,


                                                 By:____________________________
                                                    Authorized Officer

Dated:  November 26, 2002


                                     A-2-8
<PAGE>
                                   ----------

                                   ASSIGNMENT

                                   ----------


PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE(S)

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

--------------------------
:                        :
:                        :
:                        :
--------------------------          -----------------------------
(PLEASE PRINT OR TYPEWRITE          NAME AND ADDRESS OF ASSIGNEE)



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

Dated:
      --------------------------

                                            ------------------------------
                                            Note: The signature(s) to this
                                            Assignment must correspond with the
                                            name(s) as written on the face of
                                            the within certificate in every
                                            particular, without alteration or
                                            enlargement or any change whatever.

                                            (1)      An assignee which is not a
                                                     United States Person as
                                                     defined in the Internal
                                                     Revenue Code of 1986, as
                                                     amended (the "Code") must
                                                     certify to the Transfer
                                                     Agent and Registrar in
                                                     writing as to such status
                                                     and such further
                                                     information as may be
                                                     required under the Code or
                                                     reasonably requested by the
                                                     Transfer Agent and
                                                     Registrar.


                                     A-2-9
<PAGE>
                                                                       EXHIBIT B
                                                                   TO SUPPLEMENT


                        MONTHLY PAYMENT INSTRUCTIONS AND
                           NOTIFICATION TO THE TRUSTEE

                      FLEET BANK (RI), NATIONAL ASSOCIATION


                        FLEET CREDIT CARD MASTER TRUST II
                                  SERIES 2002-C


      The undersigned, a duly authorized representative of Fleet Bank (RI),
National Association, (the "Bank"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of December 1, 1993, as amended and restated as of
January 1, 2002, and as further amended by Amendment Number 1, dated as of April
1, 2002 ("Amended and Restated Pooling and Servicing Agreement") among the Bank,
as servicer (the "Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as
transferor (the "Transferor") and Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company, as trustee (the "Trustee"), as supplemented by
the Series 2002-C Supplement, dated as of November 26, 2002, by and among the
Bank, as Servicer, FCCF, as Transferor and the Trustee, does hereby certify as
follows:

            A) Capitalized terms used in this Certificate have their respective
meanings set forth in the Agreement. References herein to certain sections are
references to the respective sections of the Agreement.

            B) The Bank is Servicer under the Agreement.

            C) The undersigned is a Servicing Officer.

            D) The date of this notice is a Determination Date under the
Agreement.
<PAGE>
I.    APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS,
      COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR PRINCIPAL COLLECTIONS.

      Pursuant to the Supplement, the Servicer does hereby instruct the Trustee
      (i) to make the following withdrawals from the Collection Account with
      respect to the Distribution Date and (ii) to apply the proceeds of such
      withdrawals in accordance with referenced Sections of the Supplement:

      A)    Class A Available Funds (Section 4.5(a)):

            (1)    Class A Monthly Interest.......................   $__________

            (2)    Overdue Class A Monthly Interest...............   $__________

            (3)    Class A Additional Interest....................   $__________

            (4)    Class A Servicing Fee..........................   $__________

            (5)    Overdue Class A Servicing Fee..................   $__________

            (6)    Class A Investor Default Amount (to be treated
                   as Available Investor Principal Collections)...   $__________

            (7)    Excess Spread..................................   $__________

      B)    Class B Available Funds (Section 4.5(b)):

            (1)    Class B Monthly Interest.......................   $__________

            (2)    Overdue Class B Monthly Interest...............   $__________

            (3)    Class B Additional Interest....................   $__________

            (4)    Class B Servicing Fee..........................   $__________

            (5)    Overdue Class B Servicing Fee..................   $__________

            (6)    Excess Spread..................................   $__________

      C)    Collateral Available Funds (Section 4.5(c))

            (1)    If the Bank or Trustee is not the Servicer,
                   Collateral Servicing Fee, if any...............   $__________

            (2)    Overdue Collateral Servicing Fee, if any.......   $__________

            (3)    Excess Spread..................................   $__________


                                      B-2
<PAGE>
      D)    Available Investor Principal Collections (Sections 4.5(d) and (e)):

            (1)    Class A Monthly Principal......................   $__________

            (2)    Class B Monthly Principal......................   $__________

            (3)    Collateral Monthly Principal...................   $__________

            (4)    Shared Principal Collections (available for
                   other Series in Group One or the Holders of the
                   Transferor Certificates).......................   $__________

      E)    Excess Spread (Section 4.7):

            (1)    Class A Required Amount, if any................   $__________

            (2)    Class A Investor Charge-Offs (to be treated as
                   Available Investor Principal Collections)......   $__________

            (3)    Portion of Class B Required Amount, if any.....   $__________

            (4)    Class B Investor Default Amount (to be treated
                   as Available Investor Principal Collections)...   $__________

            (5)    Reimbursement of prior reductions in Class B
                   Invested Amount (to be treated as Available
                   Investor Principal Collections)................   $__________

            (6)    Collateral Minimum Monthly Interest, Overdue
                   Collateral Minimum Monthly Interest and
                   Collateral Additional Interest.................   $__________

            (7)    Any Collateral Servicing Fee and any unpaid
                   Collateral Servicing Fee.......................   $__________

            (8)    Collateral Default Amount (to be treated as
                   Available Investor Principal Collections)......   $__________

            (9)    Reimbursement of prior reductions in Collateral
                   Invested Amount (to be treated as Available
                   Investor Principal Collections)................   $__________

            (10)   Excess of Required Reserve Account Amount over
                   the amount on deposit in Reserve Account.......   $__________

            (11)   Amounts due to Collateral Interest Holder......   $__________


                                      B-3
<PAGE>
      F)    Reallocated Principal Collections (Section 4.8):

            (1)    Payable in respect of Class A Required Amount..   $__________

            (2)    Payable in respect of Class B Required Amount..   $__________

            (3)    Balance (to be treated as Available Investor
                   Principal Collections).........................   $__________

      G)    Excess Finance Charges (Section 4.9):

            (1)    Finance Charge Shortfall for Series 2002-C.....   $__________

            (2)    Excess Finance Charges from other Series in
                   Group One allocated to Series 2002-C...........   $__________

      H)    Shared Principal Collections (Section 4.10):


            (1)    Principal Shortfall for Series 2002-C..........   $__________

            (2)    Shared Principal Collections from other Series
                   in Group One allocated to Series 2002-C........   $__________
                                                                     $__________

      I)    Distributions to Holders of Class A Certificates, Class B
            Certificates and Collateral Interest (Sections 4.5 and 5.1)

            (1)    Interest Distributable to Holders of the Class
                   A Certificates on Distribution Date............   $__________

            (2)    Interest Distributable to Holders of the Class
                   B Certificates on Distribution Date............   $__________

            (3)    Amount Distributable as interest to the
                   Collateral Interest Holders on the Transfer
                   Date (Collateral Minimum Monthly Interest under
                   Section 4.7(f) plus other amounts payable to
                   the Collateral Interest Holder under 4.7(k) and
                   4.14)..........................................   $__________

            (4)    Principal Distributable to the Class A
                   Certificateholders on Distribution Date........   $__________

            (5)    Principal Distributable to the Class B
                   Certificateholder on Distribution Date.........   $__________

            (6)    Principal Distributable to the Collateral
                   Interest Holder on Transfer Date...............   $__________

            (7)    Principal Collections distributable to Fleet...   $__________


                                      B-4
<PAGE>
                   Credit Card Funding Trust as holder of the
                   Transferors Certificate on Distribution Date...   $__________

      J)    Distributions to Noteholders and to Fleet Bank (RI), National
            Association under the Transfer Agreement (Section 3.02 of Transfer
            Agreement)

            (1)    Interest Distributable to Noteholders on
                   Payment Date...................................   $__________

            (2)    Principal Distributable to Noteholders on
                   Payment Date...................................   $__________

            (3)    Amount Distributable to Fleet Credit Card
                   Funding Trust, as Transferor on Payment Date
                   (Section 3.02(a)(vi) of the Transfer Agreement;
                   amounts remaining after satisfying 3.02(a)(i)
                   through (v))...................................   $__________







                                      B-5
<PAGE>
            IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.


                                    FLEET BANK (RI), NATIONAL ASSOCIATION,
                                      as Servicer



                                    By:______________________________
                                       Servicing Officer







                                      B-6
<PAGE>
                                                                       EXHIBIT C
                                                                   TO SUPPLEMENT



                  FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT
                 (To be delivered by the Paying Agent on behalf
                    of the Trustee on each Distribution Date
                  pursuant to Section 5.2(b) of the Supplement)

                      FLEET BANK (RI), NATIONAL ASSOCIATION


                        FLEET CREDIT CARD MASTER TRUST II
                                  SERIES 2002-C


            Under the Pooling and Servicing Agreement dated as of December 1,
1993, as amended and restated as of January 1, 2002, and as further by Amendment
Number 1, dated as of April 1, 2002 (the "Amended and Restated Pooling and
Servicing Agreement") among the Bank, as servicer (the "Servicer"), Fleet Credit
Card Funding Trust ("FCCF"), as transferor (the "Transferor") and Deutsche Bank
Trust Company Americas, formerly known as Bankers Trust Company, as trustee (the
"Trustee"), as supplemented by the Series 2002-C Supplement, dated as of
November 26, 2002, by and among the Bank, as Servicer, FCCF, as Transferor and
the Trustee, the Bank, as Servicer, is required to prepare certain information
each month regarding current distributions to all Series 2002-C
Certificateholders. This statement relates to the Distribution Date (the
"Distribution Date") and the performance of the Fleet Credit Card Master Trust
II (the "Trust") during the prior Monthly Period (the "Monthly Period"). Certain
of the information is presented on the basis of an original principal amount of
$1,000 per Series 2002-C Certificate. Certain other information is presented
based on the aggregate amounts for the Trust as a whole. All capitalized terms
used herein shall have the respective meanings set forth in the Agreement.

1.    The total amount of the distribution on the Distribution
      Date per $1,000 original principal amount of the Class A
      Certificates................................................   $__________

2.    The total amount of the distribution on the Distribution
      Date per $1,000 original principal amount of the Class B
      Certificates................................................   $__________

3.    The amount of the distribution set forth in paragraph 1
      above in respect of principal per $1,000 original principal
      amount of the Class A Certificates..........................   $__________
<PAGE>
4.    The amount of the distribution set forth in paragraph 2
      above in respect of principal per $1,000 original principal
      amount of the Class B Certificates..........................   $__________

5.    The amount of the distribution set forth in paragraph 1
      above in respect of interest per $1,000 original principal
      amount of the Class A Certificates..........................   $__________

6.    The amount of the distribution set forth in paragraph 2
      above in respect of interest per $1,000 original principal
      amount of the Class B Certificates..........................   $__________

7.    The aggregate amount of Collections of Receivables processed
      for the prior Monthly Period which were allocated in respect
      of Series 2002-C............................................   $__________

8.    The aggregate amount of Collections of Principal Receivables
      processed during the prior Monthly Period and allocated in
      respect of Series 2002-C....................................   $__________

9.    The aggregate amount of Reallocated Principal Collections
      with respect to the prior Monthly Period....................   $__________

10.   The aggregate amount of Collections of Finance Charge
      Receivables processed during the prior Monthly Period and
      allocated in respect of the Class A Certificates............   $__________

11.   The aggregate amount of Collections of Finance Charge
      Receivables processed during the prior Monthly Period and
      allocated in respect of the Class B Certificates............   $__________

12.   The Principal Allocation Percentage(s) during the prior
      Monthly Period..............................................   __% [Dates]
                                                                     __% [Dates]
13.   The Floating Allocation Percentage(s) during the prior
      Monthly Period..............................................   __% [Dates]
                                                                     __% [Dates]
14.   The aggregate outstanding balance of Accounts which are 30,    $__________
      60, 90, 120 and 150 or more days delinquent as of the end of   $__________
      the prior Monthly Period is.................................   $__________
                                                                     $__________
                                                                     $__________

15.   The Class A Investor Default Amount for the prior Monthly
      Period is...................................................   $__________

16.   The Class B Investor Default Amount for the prior Monthly
      Period is...................................................   $__________

17.   The Collateral Default Amount for the prior Monthly Period..   $__________


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<PAGE>
18.   The aggregate amount of Class A Investor Charge-Offs for the
      prior Monthly Period is.....................................   $__________

19.   The aggregate amount of Class B Investor Charge-Offs for the
      prior Monthly Period is.....................................   $__________

20.   The aggregate amount of Collateral Charge-Offs for the prior
      Monthly Period..............................................   $__________

21.   The aggregate amount of Class A Investor Charge-Offs
      reimbursed on the Distribution Date is......................   $__________

22.   The aggregate amount of Class B Investor Charge-Offs
      reimbursed on the Distribution Date is......................   $__________

23.   The aggregate amount of Collateral Charge-Offs reimbursed on
      the Distribution Date.......................................   $__________

24.   The amount of the Class A Servicing Fee for the prior
      Monthly Period is...........................................   $__________

25.   The amount of the Class B Servicing Fee for the prior
      Monthly Period is...........................................   $__________

26.   The amount of the Collateral Servicing Fee for the prior
      Monthly Period is...........................................   $__________

27.   The Class A Investor Amount after giving effect to any
      payments on the Distribution Date is........................   $__________

28.   The Class A Invested Amount after giving effect to any
      payments on the Distribution Date is........................   $__________

29.   The Class B Investor Amount after giving effect to any
      payments on the Distribution Date is........................   $__________

30.   The Class B Invested Amount after giving effect to any
      payments on the Distribution Date is........................   $__________

31.   The amount, if any, by which the outstanding principal
      balance of the Class A Certificates exceeds the Class A
      Investor Amount after giving effect to any activity on the
      Distribution Date is........................................   $__________

32.   The amount, if any, by which the outstanding principal
      balance of the Class B Certificates exceeds the Class B
      Investor Amount after giving effect to any activity on the
      Distribution Date is........................................   $__________

33.   The Collateral Invested Amount as of the close of business
      on the Distribution Date....................................   $__________

34.   The amount on deposit in the Principal Funding Account as of
      the close of business on the Distribution Date is ..........   $__________


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<PAGE>
35.   The amount on deposit in the Reserve Account as of the close
      of business on the Distribution Date is.....................   $__________

36.   The amount by which the Net Portfolio Yield for the prior
      Monthly Period exceeds the Base Rate for such Monthly Period   $__________

37.   The Net Portfolio Yield for the prior Monthly Period is.....   $__________

38.   The Base Rate for the Prior Monthly Period is...............   $__________

39.   The amount of Interchange with respect to the prior Monthly
      Period is...................................................   $__________

40.   The Deficit Controlled Accumulation Amount (after giving
      effect to any activity on the Distribution Date)............   $__________


                                    FLEET BANK (RI), NATIONAL ASSOCIATION,
                                      as Servicer



                                    By:______________________________
                                       Title





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<PAGE>
                                                                       EXHIBIT D
                                                                   TO SUPPLEMENT

                            FORM OF INVESTMENT LETTER

                                     [Date]


      Re:   Fleet Credit Card Master Trust II;
            Purchases of Series 2002-C Collateral Interest

Ladies and Gentlemen:

            This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 2002-C
Supplement, dated as of November 26, 2002 (the "Series Supplement") to the
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and
supplemented, the "Agreement"), each among Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as Trustee, Fleet Credit Card Funding
Trust, as Transferor, and Fleet Bank (RI), National Association, as Servicer.
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to and agrees with the
Transferor as follows:

            (a)   The Purchaser has such knowledge and experience in financial
                  and business matters as to be capable of evaluating the merits
                  and risks of its investment in the Collateral Interest and is
                  able to bear the economic risk of such investment.

            (b)   The Purchaser is an "accredited investor," as defined in Rule
                  501, promulgated by the Securities and Exchange Commission
                  (the "Commission") under the Securities Act of 1933, as
                  amended (the "Securities Act"), or is a sophisticated
                  institutional investor.  The Purchaser understands that the
                  offering and sale of the Collateral Interest has not been and
                  will not be registered under the Securities Act and has not
                  and will not be registered or qualified under any applicable
                  "Blue Sky" law, and that the offering and sale of the
                  Collateral Interest has not been reviewed by, passed on or
                  submitted to any federal or state agency or commission,
                  securities exchange or other regulatory body.

            (c)   The Purchaser is acquiring an interest in the Collateral
                  Interest without a view to any distribution, resale or other
                  transfer thereof except, with respect to any Collateral
                  Interest or any interest or participation therein, as
                  contemplated in the following sentence.  The Purchaser will
                  not resell or otherwise transfer any interest or
                  participation in the Collateral Interest, except in
                  accordance with Section 10.8 of the Series Supplement and (i)
                  in a transaction exempt from the registration requirements of
                  the Securities Act of 1933, as amended, and applicable state
                  securities or "blue sky" laws; (ii) to the Transferor or any
                  affiliate of the Transferor; or (iii) to a person who the
                  Purchaser reasonably believes is a qualified institutional
<PAGE>
                  buyer (within the meaning thereof in Rule 144A under the
                  Securities Act) that is aware that the resale or other
                  transfer is being made in reliance upon Rule 144A.  In
                  connection therewith, the Purchaser hereby agrees that it
                  will not resell or otherwise transfer the Collateral Interest
                  or any interest therein unless the purchaser thereof provides
                  to the addressee hereof a letter substantially in the form
                  hereof.

            (d)   No portion of the Collateral Interest or any interest therein
                  may be transferred, and each Assignee will certify that it is
                  not, (a) an "employee benefit plan" (as defined in Section
                  3(3) of ERISA) which is subject to ERISA, (b) any "plan" (as
                  defined in Section 4975(e)(1) of the Code), including
                  individual retirement accounts and Keogh plans which is
                  subject to Section 4975 of the Code, or (c) any other entity
                  whose underlying assets include "plan assets" (within the
                  meaning of Department of Labor Regulation Section 2510.3-101
                  or otherwise under ERISA) by reason of any such plan's
                  investment in the entity, including, without limitation, an
                  insurance company general account.

            (e)   This Investment Letter has been duly executed and delivered
                  and constitutes the legal, valid and binding obligation of
                  the Purchaser, enforceable against the Purchaser in
                  accordance with its terms, except as such enforceability may
                  be limited by bankruptcy, insolvency, reorganization,
                  moratorium or similar laws or equitable principles affecting
                  the enforcement of creditors' rights generally and general
                  principles of equity.

                                                Very truly yours,

                                                [NAME OF PURCHASER]


                                                By: __________________________
                                                    Name:
                                                    Title:

AGREED TO AS OF THE DATE FIRST
ABOVE WRITTEN:

FLEET CREDIT CARD FUNDING TRUST


By: _________________________
    Name:
    Title:


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