EXHIBIT 4.5

                                                           November 7, 2002


World Financial Network Credit Card Master Note Trust
c/o Chase Manhattan Bank USA, National Association
500 Stanton Christiana Road
OPS4, 3rd Floor
Newark, DE 19713
Attn:    Institutional Trust Services

World Financial Network Credit Card Master Note Trust
c/o JP Morgan Chase Bank
450 West 33rd St.
14th Floor
New York, New York 10001
Attn: Institutional Trust Services

World Financial Network National Bank
800 Techcenter Drive
Gahanna, OH 43230
Attn:  Treasurer


                      AMENDMENT TO ISDA MASTER AGREEMENT
                      ----------------------------------

Dear Ladies/Gentlemen:


     Reference is made to the ISDA Master Agreement, dated as of October 29,
2002 and effective as of November 7, 2002, between JPMorgan Chase Bank
("Morgan") and World Financial Network Credit Card Master Note Trust (the
"Counterparty") (the "Agreement").

     The parties hereby agree to amend the Agreement as follows:

          1.  Amendment to definition of "Approved Credit Support
          Document". Part 1, paragraph (o) of the Schedule to the
          Agreement is modified so that the definition of the term
          "Approved Credit Support Document" reads in its entirety as
          follows:

          " `Approved Credit Support Document' means a security
          agreement in the form of the 1994 ISDA Credit Support Annex
          (ISDA Agreements Subject to New York Law Only), as modified
          by the Paragraph 13 thereto, which Paragraph 13 will be in
          the form of Annex A to this Agreement;"

          2.  Addition of Annex A to the Agreement. Annex A to this Amendment
          Agreement shall be inserted immediately following the signature page
          of the Schedule to the Agreement as Annex A to the Agreement.

     This Amendment shall be governed by, and construed in accordance with the
law specified as the Governing Law in the Schedule to the Agreement and will
be effective as of the date of the Agreement.


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     In all other respects, the Agreement, as amended, shall remain in full
force and effect.

                                        Very truly yours,

                                        JPMORGAN CHASE BANK



                                        By:    /s/  James Dwyer
                                               ----------------------------
                                        Name:  James Dwyer
                                        Title: Vice President

Confirmed and agreed to as of the
date first above written:

WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST

By:  Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as owner trustee



By:    /s/ John J. Cashin
       ---------------------------
Name:  John J. Cashin
Title: Vice President

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<PAGE>


        ANNEX A TO THE AMENDMENT TO ISDA MASTER AGREEMENT, DATED AS OF
       NOVEMBER 7, 2002 BETWEEN JPMORGAN CHASE BANK AND WORLD FINANCIAL
                    NETWORK CREDIT CARD MASTER NOTE TRUST


                                                                      ANNEX A
                                                                      --------

                                PARAGRAPH 13 TO
                             CREDIT SUPPORT ANNEX

                            to the Schedule to the
                               Master Agreement

       dated as of October 29, 2002 and effective as of November 7, 2002

                                    between

--------------------------------------------------------------------------------
   JPMORGAN CHASE BANK                and       WORLD FINANCIAL NETWORK CREDIT
        ("Morgan")                              CREDIT CARD MASTER NOTE
                                                         TRUST
                                                    ("Counterparty")
--------------------------------------------------------------------------------

Paragraph 13. Elections and Variables

(a) Security Interest for "Obligations". The term "Obligations" as used in
this Annex includes no additional obligations with respect to either party.

(b)     Credit Support Obligations.

        (i)    Delivery Amount, Return Amount and Credit Support Amount.

               (A) "Delivery Amount" has the meaning specified in Paragraph
               3(a).

               (B) "Return Amount" has the meaning specified in Paragraph
               3(b).

               (C) "Credit Support Amount" shall not have the meaning
               specified in Paragraph 3(b) and, instead, will have the
               following meaning:

               "Credit Support Amount" means, for any Valuation Date, (i) the
               Secured Party's Modified Exposure for that Valuation Date minus
               (ii) the Pledgor's Threshold; provided, however, that the
               Credit Support Amount will be deemed to be zero whenever the
               calculation of Credit Support Amount yields a number less than
               zero.

          (ii) Eligible Collateral. The following items will qualify as
               "Eligible Collateral":






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<PAGE>



--------------------------------------------------------------------------------
                                                     Morgan        "Valuation
                                                                    Percentage"
--------------------------------------------------------------------------------
(A)      USD Cash                                       X             100%
--------------------------------------------------------------------------------
(B)      Negotiable debt obligations issued by          X           98.75%
         the U.S. Treasury Department having a
         remaining maturity of one year or less
         from the Valuation Date
--------------------------------------------------------------------------------

(C)      Negotiable debt obligations issued by the      X            91.7%
         U.S. Treasury Department having a remaining
         maturity of more than one year but less than
         ten years from the Valuation Date

--------------------------------------------------------------------------------
(D)      Negotiable debt obligations issued by the      X            80.5%
         U.S. Treasury Department having a remaining
         maturity of ten years or more From the
         Valuation Date
--------------------------------------------------------------------------------
(E)      Agency Securities having a remaining maturity  X           97.75%
         of one year or less from the Valuation Date
--------------------------------------------------------------------------------
(F)      Agency Securities having a remaining maturity  X            90.0%
         of more than one year but less than ten years
         from the Valuation Date
--------------------------------------------------------------------------------
(G)      Agency Securities having a remaining           X            78.5%
         maturity of ten years or more from the
         Valuation Date
--------------------------------------------------------------------------------
(H)      USD denominated Commercial Paper rated         X            96.5%
         A1/P1 by S&P and Moody's respectively, that
        (a) settles within DTC, (b) is  not issued by
         Morgan or any of its Affiliates and (c) has a
         remaining maturity of 30 days or less from the
         Valuation Date
--------------------------------------------------------------------------------

               For purposes of the foregoing:

               (a) "Agency Securities" means negotiable debt obligations which
               are fully guaranteed as to both principal and interest by the
               Federal National Mortgage Association, the Government National
               Mortgage Association or the Federal Home Loan Mortgage
               Corporation, but excluding (i) interest only and principal only
               securities and (ii) Collateralized Mortgage Obligations, Real
               Estate Mortgage Investment Conduits and similar derivative
               securities.

               (b) "DTC" shall mean The Depository Trust & Clearing
               Corporation, or its successor.

                                      4
<PAGE>


               (c) "Moody's" shall mean Moody's Investors Service, Inc., or
               its successor.

               (d) "S&P" shall mean Standard & Poor's Ratings Group, or its
               successor.

               (e) Eligible Collateral of the type described in Paragraph
               13(b)(ii)(H) may never constitute more than 20% of the total
               Value of Posted Collateral.

               (f) The Value of Posted Collateral consisting of Eligible
               Collateral of the type described in Paragraph 13(b)(ii)(H) must
               be divided equally among at least three issuers.


       (iii)   Other Eligible Support. There shall be no "Other Eligible
               Support" for purposes of this Annex, unless agreed in writing
               between the parties.

       (iv)    Thresholds.

               (A) "Independent Amount" means zero.

               (B) "Threshold" shall not apply with respect to the
                    Counterparty and, with respect to Morgan, shall mean the
                    amounts determined on the basis of the lower of the Credit
                    Ratings set forth in the following table, provided, however,
                    that if (i) Morgan has no Credit Rating, or (ii) an Event of
                    Default has occurred and is continuing with respect to
                    Morgan, Morgan's Threshold shall be U.S.$0:

                    CREDIT RATING                      THRESHOLD
                  (S&P /Moody's/Fitch)                   Morgan
                  --------------------                   ------

               S&P: A-1 or above.                        Infinity

               Moody's (long-term senior unsecured
               debt of Morgan): A1 or above.

               Moody's (short-term senior unsecured
               debt of Morgan): P-1 or above.

               S&P: Below A-1.                           US$0

               Moody's (long-term senior unsecured
               debt of Morgan): Below A1 or A1 on
               negative watch.

               Moody's (short-term senior unsecured
               debt of Morgan): Below P-1
               or P-1 on negative watch.


                                      5
<PAGE>

             As used herein:

               "Credit Rating" means, with respect to (a) S&P, the rating
               assigned by S&P to the short-term senior unsecured debt of
               Morgan, and (b) Moody's, the rating assigned by Moody's to the
               long-term senior unsecured debt of Morgan or to the short-term
               senior unsecured debt of Morgan, as applicable.

               (C) "Minimum Transfer Amount", with respect to a party on any
                   Valuation Date, means U.S. $250,000.

               (D) Rounding. The Delivery Amount and the Return Amount will be
                   rounded up and down to the nearest integral multiple of
                   $100,000, respectively.

     (c) Valuation and Timing.

         (i)  "Valuation Agent" means Morgan.

         (ii)  "Valuation Date" means weekly on the last Local Business Day
                of each week or more frequently if agreed in writing by the
                parties.

         (iii)  "Valuation Time" means the close of business in the city of
                the Valuation Agent on the Valuation Date or date of
                calculation, as applicable.

         (iv)   "Notification Time" means 12:00 p.m., New York time, on a
                Local Business Day.

     (d) Conditions Precedent. With respect to Morgan, any Additional
     Termination Event (if Morgan is the Affected Party with respect to such
     Termination Event) will be a "Specified Condition".

     (e) Substitution.

         (i) "Substitution Date" has the meaning specified in Paragraph
             4(d)(ii).

        (ii) Consent. Inapplicable.

     (f) Dispute Resolution.

         (i)      "Resolution Time" means 1:00 p.m., New York time, on the
                  Local Business Day following the date on which the notice is
                  given that gives rise to a dispute under Paragraph 5.

         (ii)     Value. For the purposes of Paragraphs 5(i)(C) and 5(ii), the
                  Value of Posted Credit Support other than Cash will be
                  calculated as follows:

                  (A) with respect to any Eligible Collateral except Cash, the
                  sum of (I) (x) the mean of the high bid and low asked prices
                  quoted on such date by any principal market maker for such
                  Eligible Collateral chosen by the Disputing Party, or (y) if
                  no quotations are available from a principal market maker
                  for such date, the mean of such high bid and low asked
                  prices as of the first day prior to such date on which such

                                      6
<PAGE>

                  quotations were available, plus (II) the accrued interest on
                  such Eligible Collateral (except to the extent Transferred
                  to a party pursuant to any applicable provision of this
                  Agreement or included in the applicable price referred to in
                  (I) of this clause (A)) as of such date; multiplied by the
                  applicable Valuation Percentage.

         (iii) Alternative. The provisions of Paragraph 5 will apply.

     (g) Holding and Using Posted Collateral.

         (i)      Eligibility to Hold Posted Collateral; Custodians.
                  Counterparty and its Custodian will be entitled to hold
                  Posted Collateral pursuant to Paragraph 6(b); provided that
                  the following conditions applicable to it are satisfied:

                  (1)   Counterparty is not a Defaulting Party and

                  (2)   Posted Collateral may be held only in the following
                        jurisdictions: New York State.

                  Initially, the Custodian for Counterparty is: None

          (ii)    Use of Posted Collateral. The provisions of Paragraph
                  6(c) will not apply to Counterparty.

     (h)  Distributions and Interest Amount.

         (i)      Interest Rate. "Interest Rate" for any day means, the
                  Federal Funds Overnight Rate. For the purposes hereof,
                  "Federal Funds Overnight Rate" means, for any day, an
                  interest rate per annum equal to the rate published as the
                  Federal Funds Effective Rate that appears on Telerate Page
                  118 for such day.

         (ii)     Transfer of Interest Amount. The Transfer of the Interest
                  Amount will be made monthly on the second Local Business Day
                  of each calendar month.

         (iii)    Alternative to Interest Amount. The provisions of Paragraph
                  6(d)(ii) will apply.

     (i) Additional Representation(s). Not Applicable.

     (j) Other Eligible Support and Other Posted Support.

          (i) "Value" with respect to Other Eligible Support and Other Posted
              Support means: Not Applicable.

         (ii) "Transfer" with respect to Other Eligible Support and Other
              Posted Support means: Not Applicable

     (k) Demands and Notices.




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<PAGE>

     All demands, specifications and notices under this Annex will be made
     pursuant to the Notices Section of this Agreement, unless otherwise
     specified here:


         Counterparty:




         Morgan:



     (l) Addresses for Transfers.

         Counterparty: as set forth in notices to Morgan from time to time

         Morgan:


     (m) Other Provisions:

              (i)  Modification to Paragraph 1: The following subparagraph (b)
         is substituted for subparagraph (b) of this Annex:

              (b) Secured Party and Pledgor. All references in this Annex to
              the "Secured Party" will be to Counterparty and all
              corresponding references to the "Pledgor" will be to Morgan.

             (ii) Modification to Paragraph 2: The following Paragraph 2 is
         substituted for Paragraph 2 of this Annex:

             Paragraph 2. Security Interest. The Pledgor hereby pledges to
             the Secured Party, as security for its Obligations, and grants
             to the Secured Party a first priority continuing security
             interest in, lien on and right of Set-Off against all Posted
             Collateral Transferred to or received by the Secured Party
             hereunder. Upon the Transfer by the Secured Party to the
             Pledgor of Posted Collateral, the security interest and lien
             granted hereunder on that Posted Collateral will be released
             immediately and, to the extent possible, without any further
             action by either party.

               (iii) Modification to Paragraph 9: The following first clause
          of Paragraph 9 is substituted for the first clause of Paragraph 9 of
          this Annex:

               Paragraph 9. Representations. The Pledgor represents to the
               Secured Party (which representations will be deemed to be
               repeated as of each date on which it Transfers Eligible
               Collateral) that:


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<PAGE>

               (iv)  Modifications to Paragraph 12: The following definitions
          of "Pledgor" and "Secured Party" are substituted for the definitions
          of those terms contained in Paragraph 12 of this Annex:

               "Pledgor" means Morgan, when that party (i) receives a demand
               for or is required to Transfer Eligible Credit Support under
               Paragraph 3(a) or (ii) has Transferred Eligible Credit Support
               under Paragraph 3(a).

               "Secured Party" means Counterparty, when that party (i) makes a
               demand for or is entitled to receive Eligible Credit Support
               under Paragraph 3(a) or (ii) holds or is deemed to hold Posted
               Credit Support.

               (v) Addition to Paragraph 12: The following definitions of
          "Modified Exposure" shall be added immediately after the definition
          of the term "Minimum Transfer Amount" and immediately prior to the
          definition of the term "Notification Time" in Paragraph 12 of this
          Annex:

               "Modified Exposure" means, for any Valuation Date, an amount
               equal to the greater of (i) the Secured Party's Exposure for
               that Valuation Date, (ii) the amount of the next scheduled
               payment that is required to be made by Morgan pursuant to the
               Transaction and (iii) one percent of the outstanding Notional
               Amount of the Transaction.

               (vi) Modification to Paragraph 12: Clause "(B)" of the
          definition of "Value" will be substituted to read in its entirety as
          follows:

               "(B) a security, the bid price obtained by the Valuation Agent
               from one of the Pricing Sources multiplied by the applicable
               Valuation Percentage, if any;"

               (vii) Addition to Paragraph 12: The following definition of
          "Pricing Sources" shall be added immediately after the definition of
          the term "Posted Credit Support" and immediately prior to the
          definition of the term "Recalculation Date" in Paragraph 12 of this
          Annex:

               "Pricing Sources" means the sources of financial information
               commonly known as Bloomberg, Bridge Information Services, Data
               Resources Inc., Interactive Data Services, International
               Securities Market Association, Merrill Lynch Securities Pricing
               Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp
               Pricing, JJ Kenny, S&P and Telerate.



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<PAGE>





Accepted and Agreed:

JPMORGAN CHASE BANK



By:  __________________________________
Name:
Title:



WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST

By:  Chase Manhattan Bank USA, National Association,
not in its individual capacity but solely as owner trustee



By: _______________________________
Name:
Title:



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