<PAGE>

                                                                     EXHIBIT 4.3

                       SERIES 2003-2 INDENTURE SUPPLEMENT
                          Dated as of November 17, 2003

                                       to

                                MASTER INDENTURE
                          Dated as of October 24, 2002

                                ----------------

                        FIRST NATIONAL MASTER NOTE TRUST,
                                     Issuer,

                                       and

                              THE BANK OF NEW YORK,
                 Indenture Trustee on behalf of the Noteholders

================================================================================
                        FIRST NATIONAL MASTER NOTE TRUST
================================================================================
<PAGE>

                                TABLE OF CONTENTS

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<S>                                                                                                                         <C>
                                                            ARTICLE I

CREATION OF THE SERIES 2003-2 NOTES.......................................................................................    1

                                                           ARTICLE II

DEFINITIONS...............................................................................................................    1

                                                           ARTICLE III

                                                    NOTEHOLDER SERVICING FEE

Section 3.01.     Servicing Compensation..................................................................................   10

                                                           ARTICLE IV

                  RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01.     Collections and Allocations.............................................................................   10
Section 4.02.     Determination of Monthly Interest.......................................................................   11
Section 4.03.     Determination of Monthly Principal......................................................................   12
Section 4.04.     Application of Available Finance Charge Collections and Available Principal Collections.................   12
Section 4.05.     Investor Charge-Offs....................................................................................   14
Section 4.06.     Reallocated Principal Collections.......................................................................   14
Section 4.07.     Excess Finance Charge Collections.......................................................................   14
Section 4.08.     Excess Principal Collections............................................................................   15
Section 4.09.     Certain Series Accounts.................................................................................   15
Section 4.10.     Reserve Account.........................................................................................   16
Section 4.11.     Reserved................................................................................................   17
Section 4.12.     Spread Account..........................................................................................   17
Section 4.13.     Investment Instructions.................................................................................   18
Section 4.14.     Accumulation Period.....................................................................................   19
Section 4.15.     Suspension of Accumulation Period.......................................................................   19
Section 4.16.     Determination of LIBOR..................................................................................   20
Section 4.17.     Interchange.............................................................................................   20
Section 4.18.     Foreign Accounts........................................................................................   21

                                                            ARTICLE V

                                    DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS

Section 5.01.     Delivery and Payment for the Notes......................................................................   21
Section 5.02.     Distributions...........................................................................................   21
Section 5.03.     Reports and Statements to Noteholders...................................................................   22

                                                           ARTICLE VI

SERIES 2003-2 PAY OUT EVENTS..............................................................................................   22

                                                           ARTICLE VII

                                       REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION

Section 7.01.     Optional Redemption of Series 2003-2 Notes; Final Distributions.........................................   23
Section 7.02.     Series Termination......................................................................................   24
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
                                   ARTICLE VIII

                             MISCELLANEOUS PROVISIONS

Section 8.01.     Ratification of Indenture; Amendments.....................  24
Section 8.02.     Form of Delivery of the Series 2003-2 Notes...............  24
Section 8.03.     Counterparts..............................................  24
Section 8.04.     Governing Law.............................................  24
Section 8.05.     Limitation of Liability...................................  25
Section 8.06.     Rights of Indenture Trustee...............................  25
Section 8.07.     Additional Requirements for Registration of and
                    Limitations on Transfer and Exchange of Notes...........  25
</TABLE>

                   EXHIBITS

EXHIBIT A-1       FORM OF CLASS A NOTE
EXHIBIT A-2       FORM OF CLASS B NOTE
EXHIBIT A-3       FORM OF CLASS C NOTE
EXHIBIT B         FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                  NOTIFICATION TO INDENTURE TRUSTEE
EXHIBIT C         FORM OF MONTHLY REPORT TO NOTEHOLDERS
EXHIBIT D         FORM OF MONTHLY SERVICER'S CERTIFICATE

                                       ii

<PAGE>

                       SERIES 2003-2 INDENTURE SUPPLEMENT

         SERIES 2003-2 INDENTURE SUPPLEMENT, dated as of November 17, 2003 (the
"Indenture Supplement"), between FIRST NATIONAL MASTER NOTE TRUST, a statutory
trust organized and existing under the laws of the State of Delaware (herein,
"Issuer" or the "Trust"), and THE BANK OF NEW YORK, a New York banking
corporation, not in its individual capacity, but solely as indenture trustee
(herein, together with its successors in the trusts thereunder as provided in
the Master Indenture referred to below, "Indenture Trustee") under the Master
Indenture, dated as of October 24, 2002 (the "Indenture"), between Issuer and
Indenture Trustee (the Indenture, together with this Indenture Supplement, the
"Agreement").

         Pursuant to Section 2.11 of the Indenture, Transferor may direct Issuer
to issue one or more Series of Notes. The Principal Terms of this Series are set
forth in this Indenture Supplement to the Indenture.

                                    ARTICLE I

                       CREATION OF THE SERIES 2003-2 NOTES

         There is hereby created and designated a Series of Notes to be issued
pursuant to the Indenture and this Indenture Supplement to be known as "First
National Master Note Trust, Series 2003-2" or the "Series 2003-2 Notes." The
Series 2003-2 Notes shall be issued in three Classes, known as the "Class A
Floating Rate Asset Backed Notes, Series 2003-2," the "Class B 3.08% Asset
Backed Notes, Series 2003-2," and the "Class C 3.70% Asset Backed Notes, Series
2003-2."

         Series 2003-2 shall be included in Group One and shall be a Principal
Sharing Series. Series 2003-2 shall be an Excess Allocation Series with respect
to Group One only. Series 2003-2 shall not be subordinated to any other Series.
Series 2003-2 shall not be a Paired Series.

                                   ARTICLE II

                                   DEFINITIONS

         Whenever used in this Indenture 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 Period" means, unless a Pay Out Event shall have occurred
prior thereto, the period commencing at the opening of business on the
Controlled Accumulation Date and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period and (b) the Series Termination
Date.

         "Accumulation Period Length" is defined in Section 4.14.

         "Accumulation Shortfall" means (a) for the first Distribution Date
during the Accumulation Period, zero; and (b) thereafter, for any Distribution
Date during the Accumulation Period, the excess, if any, of the Controlled
Deposit Amount for the previous Distribution Date over the amount deposited into
the Principal Accumulation Account pursuant to subsection 4.04(c)(i) for the
previous Distribution Date.

         "Allocation Percentage" means, with respect to any Monthly Period, the
percentage equivalent of a fraction:

                  (a) the numerator of which shall be equal to:

                           (i) for Principal Collections during the Revolving
                  Period, and for Finance Charge Collections during the
                  Revolving Period and the Accumulation Period, and for Default
                  Amounts at any time, the Collateral Amount at the end of the
                  last day of the prior Monthly Period (or, in the case of the
                  Monthly Period in which the Closing Date occurs, on the
                  Closing Date); or

                           (ii) for Finance Charge Collections during the Rapid
                  Amortization Period and for Principal Collections during the
                  Rapid Amortization Period and the Accumulation Period, the
                  Collateral Amount at the end of the last day of the Revolving
                  Period, or, with respect to Finance Charge Collections, if
                  later, at the end of the last day of the Accumulation Period;

<PAGE>

         provided, however, that prior to the occurrence of a Pay Out Event
         Transferor may, by written notice to Indenture Trustee, Servicer and
         each Rating Agency, reduce the numerator used for purposes of
         allocating Principal Collections and Finance Charge Collections to
         Series 2003-2 at any time if (x) the Rating Agency Condition shall have
         been satisfied with respect to such reduction and (y) Transferor shall
         have delivered to Indenture Trustee an Officer's Certificate to the
         effect that, based on the facts known to such officer at that time, in
         the reasonable belief of 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
         2003-2; and provided, further, that Transferor may designate that the
         numerator for Finance Charge Collections during the Rapid Amortization
         Period will be the Collateral Amount at the end of the last day of the
         prior Monthly Period by notice to Servicer and Indenture Trustee, if
         the Rating Agency Condition has been met; and

                  (b) the denominator of which shall be the greater of (x) the
         Aggregate Principal Balance determined as of the close of business on
         the last day of the prior Monthly Period and (y) the sum of the
         numerators used to calculate the allocation percentages for allocations
         with respect to Finance Charge Collections, Principal Collections or
         Default Amounts, as applicable, for all outstanding Series and all
         outstanding PSA Series (other than any Series represented by the
         Collateral Certificate) on such date of determination; provided, that
         if one or more Reset Dates occur in a Monthly Period, the denominator
         of the Allocation Percentage for the portion of the Monthly Period
         falling on and after such Reset Date and prior to any subsequent Reset
         Date will be recalculated for such period using amounts determined as
         of the close of business on the subject Reset Date.

         "Available Finance Charge Collections" means, for any Monthly Period,
an amount equal to the sum of (a) the Investor Finance Charge Collections for
such Monthly Period, plus (b) the Excess Finance Charge Collections allocated to
Series 2003-2 for such Monthly Period, plus (c) Principal Accumulation
Investment Proceeds, if any, with respect to the related Transfer Date, plus (d)
amounts on deposit in the Reserve Account and Spread Account deposited into the
Finance Charge Account on the related Transfer Date to be treated as Available
Finance Charge Collections for such Transfer Date pursuant to subsections
4.10(b) or (d) and 4.12(g) or Section 4.02 of the Pooling and Servicing
Agreement or Section 8.03 of the Master Indenture.

         "Available Principal Collections" means, for any Monthly Period, an
amount equal to the sum of (a) the Investor Principal Collections for such
Monthly Period, minus (b) the amount of Reallocated Principal Collections with
respect to such Monthly Period which pursuant to Section 4.06 are required to be
applied on the related Distribution Date, plus (c) any Excess Principal
Collections, plus (d) the aggregate amount to be treated as Available Principal
Collections pursuant to subsections 4.04(a)(v) and (vi) for the related
Distribution Date.

         "Available Reserve Account Amount" means, for any Transfer Date, the
lesser of (a) the amount on deposit in the Reserve Account (after taking into
account any interest and earnings retained in the Reserve Account pursuant to
subsection 4.10(b) on such date, but before giving effect to any deposit to or
withdrawal from the Reserve Account made or to be made on such date) and (b) the
Required Reserve Account Amount for such Transfer Date.

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

         "Base Rate" means, for any Monthly Period, the annualized percentage
equivalent of a fraction, (a) the numerator of which is equal to the sum of (i)
the Monthly Interest and (ii) the Noteholder Servicing Fee (calculated by
assuming that Interchange equals or exceeds Servicer Interchange for such
Monthly Period), each with respect to the related Distribution Date, and (b) the
denominator of which is the Collateral Amount plus amounts on deposit in the
Principal Accumulation Account as of the first day of such Monthly Period.

         "Class A Default Interest" is defined in subsection 4.02(a).

         "Class A Interest Shortfall" is defined in subsection 4.02(a).

         "Class A Monthly Interest Payment" is defined in subsection 4.02(a).

         "Class A Note Initial Principal Balance" means $411,250,000.

                                       2
<PAGE>

         "Class A Note Interest Rate" means a per annum rate of 0.11% in excess
of LIBOR as determined on the LIBOR Determination Date for the applicable
Interest Period.

         "Class A Note Principal Balance" means, on any date of determination,
an amount equal to (a) the Class A Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to Class A Noteholders on or prior
to such date.

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

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

         "Class A Required Amount" means, for any Distribution Date, an amount
equal to the excess of the amounts described in subsection 4.04(a)(i) over the
Available Finance Charge Collections applied to pay such amount pursuant to
subsection 4.04(a).

         "Class B Default Interest" is defined in subsection 4.02(b).

         "Class B Interest Shortfall" is defined in subsection 4.02(b).

         "Class B Monthly Interest Payment" is defined in subsection 4.02(b).

         "Class B Note Initial Principal Balance" means $40,000,000.

         "Class B Note Interest Rate" means a per annum rate of 3.08%.

         "Class B Note Principal Balance" means, on any date of determination,
an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to Class B Noteholders on or prior
to such date.

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

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

         "Class B Required Amount" means, for any Distribution Date, an amount
equal to the excess of the amount described in subsection 4.04(a)(ii) over the
Available Finance Charge Collections applied to pay such amount pursuant to
subsection 4.04(a).

         "Class C Default Interest" is defined in subsection 4.02(c).

         "Class C Interest Shortfall" is defined in subsection 4.02(c).

         "Class C Monthly Interest Payment" is defined in subsection 4.02(c).

         "Class C Note Initial Principal Balance" means $48,750,000.

         "Class C Note Interest Rate" means a per annum rate of 3.70%.

         "Class C Note Principal Balance" means, on any date of determination,
an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to Class C Noteholders on or prior
to such date.

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

         "Class C Notes" means any one of the Notes executed by Issuer and
authenticated by or on behalf of Indenture Trustee, substantially in the form of
Exhibit A-3 or Exhibit A-4.

         "Closing Date" means November 17, 2003.

                                       3
<PAGE>

         "Collateral Amount" means, as of any date of determination, an amount
equal to the result of (a) the Initial Collateral Amount, minus (b) the amount
of principal previously paid to the Series 2003-2 Noteholders (other than any
principal payments made from funds on deposit in the Spread Account), minus (c)
the balance on deposit in the Principal Accumulation Account, minus (d) the
excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated
Principal Collections over the reimbursements of such amounts pursuant to
subsection 4.04(a)(vi) prior to such date.

         "Controlled Accumulation Amount" means, (a) for any Transfer Date with
respect to the Accumulation Period an amount equal to one-twelfth of the
Collateral Amount at the end of the Revolving Period; provided, however, that if
the Accumulation Period Length is determined to be less than 12 months pursuant
to Section 4.14 or 4.15, the Controlled Accumulation Amount shall be equal to
(i) the Initial Collateral Amount divided by (ii) the Accumulation Period
Length; provided, further, that the Controlled Accumulation Amount for any
Transfer Date shall not exceed the Note Principal Balance minus any amount
already on deposit in the Principal Accumulation Account on such Transfer Date.

         "Controlled Accumulation Date" means November 1, 2005, or such later
date as is determined in accordance with Sections 4.14 and 4.15.

         "Controlled Deposit Amount" means, for any Transfer Date with respect
to the Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Transfer Date and any existing Accumulation
Shortfall.

         "Covered Amount" means an amount, determined as of each Transfer Date
for any Interest Period, equal to the sum of (a) the product of (i) a fraction
the numerator of which is the actual number of days in such Interest Period and
the denominator of which is 360, times (ii) the Class A Note Interest Rate in
effect with respect to such Interest Period, times (iii) the aggregate amount on
deposit in the Principal Accumulation Account up to the Class A Note Principal
Balance as of the Record Date preceding such Transfer Date, plus (b) the product
of (i) a fraction the numerator of which is 30 and the denominator of which is
360, times (ii) the Class B Note Interest Rate in effect with respect to such
Interest Period, times (iii) the aggregate amount on deposit in the Principal
Accumulation Account in excess of the Class A Principal Balance as of the Record
Date preceding such Transfer Date up to the Class B Principal Balance as of the
Record Date preceding such Transfer Date, plus (c) the product of (i) a fraction
the numerator of which is 30 and the denominator of which is 360, times (ii) the
Class C Note Interest Rate in effect with respect to such Interest Period, times
(iii) the aggregate amount on deposit in the Principal Accumulation Account in
excess of the sum of the Class A Principal Balance and the Class B Principal
Balance as of the Record Date preceding such Transfer Date.

         "Default Amount" means, with respect to any Transfer Date, the
aggregate amount of Principal Receivables (other than Ineligible Receivables) in
Accounts which became Defaulted Accounts during the Related Monthly Period.

         "Default Interest" means, for any Distribution Date, Class A Default
Interest, Class B Default Interest and Class C Default Interest for such
Distribution Date.

         "Designated Maturity" means, for any LIBOR Determination Date, one
month; provided that LIBOR for the initial Interest Period will be determined by
straight-line interpolation (based on the actual number 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.

         "Dilution" means any downward adjustment made by Servicer in the amount
of any Receivable (a) because of a rebate, refund, unauthorized charge,
fraudulent or counterfeit charge or billing error to an accountholder, (b)
because such Receivable was created in respect of merchandise which was refused
or returned by an accountholder, (c) because of a credit pursuant to a debt
cancellation or debt deferral program which is not recovered from Collections or
from Insurance Proceeds or (d) for any other reason other than receiving
Collections therefor or charging off such amount as uncollectible.

         "Distribution Account" is defined in subsection 4.09(a).

         "Distribution Date" means January 15, 2004 and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.

         "Excess Servicing Fee" means, for each Distribution Date following a
Servicer Default and the appointment of a Successor Servicer, an amount equal to
one-twelfth of the product of the Collateral Amount as of the last day of the
preceding Monthly Period

                                       4
<PAGE>

and the excess of the market rate servicing fee percentage determined by
Indenture Trustee over the Series Servicing Fee Percentage, plus, if the
Indenture Trustee is the Successor Servicer, an amount equal to the amount of
the reduction to the applicable Noteholder Servicing Fee pursuant to the second
proviso in Section 3.01 which is attributable to the fact that Interchange
included in Collections of Finance Charge Receivables for the related Monthly
Period is less than Servicer Interchange for such Monthly Period. Indenture
Trustee may determine the market rate servicing fee percentage by soliciting
three or more written bids from qualified successor servicers and averaging the
rates offered in the bids.

         "Excess Spread Percentage" means Net Yield.

         "Expected Principal Payment Date" means November 15, 2006.

         "Finance Charge Account" is defined in Section 4.09(a).

         "Finance Charge Collections" means Collections of Finance Charge
Receivables.

         "Finance Charge Shortfall" is defined in Section 4.07.

         "Foreign Account" means an Account, which as of the Cut Off Date (or,
with respect to Additional Accounts, as of the relevant Addition Date) was an
Eligible Account, but subsequent to such date the Obligor of which has provided,
as its most recent billing address, an address which is not located in the
United States or its territories or possessions.

         "Group One" means Series 2003-2, the outstanding PSA Series (other than
any Series represented by the Collateral Certificate) and each other Series
specified in the related Indenture Supplement to be included in Group One.

         "Initial Collateral Amount" means $500,000,000.

         "Interest Period" means, for 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.

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

         "Investor Charge-Offs" is defined in Section 4.05.

         "Investor Default Amount" means, with respect to any Monthly Period, an
amount equal to the product of (a) the Default Amount for such Monthly Period
and (b) the Allocation Percentage for Default Amounts for such Monthly Period.

         "Investor Finance Charge Collections" means, with respect to any Date
of Processing, an amount equal to the product of (a) the Allocation Percentage
for such Date of Processing and (b) Collections in respect of Finance Charge
Receivables received on such date and, with respect to any Monthly Period, the
aggregate of such sums for each Date of Processing in such Monthly Period.

         "Investor Principal Collections" means, with respect to any Date of
Processing, an amount equal to the product of (a) the Allocation Percentage for
such day and (b) Collections in respect of Principal Receivables received on
such Date of Processing and, with respect to any Monthly Period, the aggregate
of such sums for each Date of Processing in such Monthly Period.

         "LIBOR" means, for any Interest Period, an interest rate per annum for
such Interest Period determined by Indenture Trustee in accordance with the
provisions of Section 4.16.

         "LIBOR Determination Date" means (i) November 13, 2003 for the period
from and including the Closing Date through and including January 14, 2004 and
(ii) the second London Business Day prior to the commencement of the second and
each subsequent Interest Period.

                                       5
<PAGE>

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

         "Monthly Interest" means, for any Distribution Date, the sum of the
Class A Monthly Interest Payment, the Class B Monthly Interest Payment, and the
Class C Monthly Interest Payment for such Distribution Date.

         "Monthly Period" means the period from and including the first day of
the calendar month preceding a related Distribution Date to and including the
last day of such calendar month; provided that the Monthly Period related to the
January 15, 2004 Distribution Date shall mean the period from and including the
Closing Date to and including the last day of December, 2003.

         "Monthly Principal" is defined in Section 4.03.

         "Monthly Principal Reallocation Amount" means, for any Monthly Period,
an amount equal to the sum of:

                  (a) the lower of (i) the Class A Required Amount and (ii) the
         greater of (A)(x) the product of (I) 17.75% and (II) the Initial
         Collateral Amount minus (y) the amount of unreimbursed Investor
         Charge-Offs (after giving effect to Investor Charge-Offs for the
         related Monthly Period) and unreimbursed Reallocated Principal
         Collections (as of the previous Distribution Date) and (B) zero; and

                  (b) the lower of (i) the sum of the Class B Required Amount
         and the Servicing Fee Required Amount and (ii) the greater of (A)(x)
         the product of (I) 9.75% and (II) the Initial Collateral Amount minus
         (y) the amount of unreimbursed Investor Charge-Offs (after giving
         effect to Investor Charge-Offs for the related Monthly Period) and
         unreimbursed Reallocated Principal Collections (as of the previous
         Distribution Date and as determined pursuant to clause (a) above) and
         (B) zero.

         "Net Yield" means, with respect to any Monthly Period, Portfolio Yield
with respect to such Monthly Period minus the Base Rate with respect to such
Monthly Period.

         "Note Principal Balance" means, on any date of determination, an amount
equal to the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C Note Principal Balance.

         "Noteholder Servicing Fee" is defined in Section 3.01.

         "Paired Series" means a Series that has been paired with Series 2003-2
(which Series may be prefunded or partially prefunded or may be a Variable
Interest) such that a reduction of the Collateral Amount results in (or permits)
an increase of the Collateral Amount of the Paired Series.

         "Percentage Allocation" is defined in subsection 4.01(b)(ii)(B).

         "Permitted Investments" is defined in Annex A to the Indenture.

         "Portfolio Yield" means, for any Monthly Period, the annualized
percentage equivalent of a fraction, (a) the numerator of which is equal to the
sum of (i) the Available Finance Charge Collections (excluding any Excess
Finance Charge Collections and any amounts withdrawn from the Spread Account,
except that Excess Finance Charge Collections from other Series applied for the
benefit of Series 2003-2 Notes may be included if the Rating Agency Condition is
met), minus (ii) the Investor Default Amount and the Uncovered Dilution Amount
for such Monthly Period and (b) the denominator of which is the Collateral
Amount plus amounts on deposit in the Principal Accumulation Account as of the
first day of such Monthly Period.

         "Principal Account" is defined in subsection 4.09(a).

         "Principal Accumulation Account" is defined in subsection 4.09(a).

         "Principal Accumulation Account Balance" means, for any date of
determination, the principal amount, if any, on deposit in the Principal
Accumulation Account on such date of determination.

                                       6
<PAGE>

         "Principal Accumulation Investment Proceeds" means, with respect to
each Transfer Date, the investment earnings on funds in the Principal
Accumulation Account (net of investment expenses and losses) for the period from
and including the immediately preceding Transfer Date to but excluding such
Transfer Date.

         "Principal Collections" means Collections of Principal Receivables.

         "Principal Shortfall" is defined in Section 4.08.

         "PSA Series" means a Series under (and as defined in) the Pooling and
Servicing Agreement.

         "Qualified Maturity Agreement" means an agreement in which a Qualified
Maturity Agreement Institution agrees to make a deposit into the Principal
Accumulation Account on or before the Expected Principal Payment Date in an
amount equal to the initial Note Principal Balance (reduced by any amount on
deposit in the Principal Accumulation Account.

         "Qualified Maturity Agreement Institution" means a counterparty having
short-term debt ratings of no less than "P-1/A-1+" by Moody's and Standard &
Poor's, respectively, or long-term unsecured ratings of no less than "Aa3" by
Moody's and "AA - " by Standard & Poor's.

         "Quarterly Net Yield" means, for any Distribution Date, the average of
the Net Yields for each of the three preceding Monthly Periods, and, for
purposes of the January, 2004 and February, 2004 Distribution Dates, the Net
Yields for October and November of 2003 shall be deemed to be 6.50% and 6.20%,
respectively.

         "Rapid Amortization Period" means the period commencing on the date on
which a Trust Pay Out Event or a Series 2003-2 Pay Out Event is deemed to occur
and ending on the Series Termination Date.

         "Rating Agency" means each of Fitch, Moody's and Standard & Poor's.

         "Reallocated Principal Collections" means, for any Transfer Date,
Investor Principal Collections applied in accordance with Section 4.06 in an
amount not to exceed the Monthly Principal Reallocation Amount for the related
Monthly Period.

         "Reassignment Amount" means, for any Transfer Date, after giving effect
to any deposits and distributions otherwise to be made on the related
Distribution Date, the sum of (i) the Note Principal Balance on the related
Distribution Date, plus (ii) Monthly Interest for the related Distribution Date
and any Monthly Interest previously due but not distributed to the Series 2003-2
Noteholders, plus (iii) the amount of Default Interest, if any, for the related
Distribution Date and any Default Interest previously due but not distributed to
the Series 2003-2 Noteholders on a prior Distribution Date.

         "Reference Banks" means four major banks in the London interbank market
selected by Servicer.

         "Required Reserve Account Amount" means, for any Transfer Date on or
after the Reserve Account Funding Date, an amount equal to (a) 0.50% of the Note
Principal Balance or (b) any other amount designated by Transferor; provided,
however, that if such designation is of a lesser amount, Transferor shall (i)
provide Servicer and Indenture Trustee with evidence that the Rating Agency
Condition shall have been satisfied and (ii) deliver to Indenture Trustee a
certificate of an Authorized Officer to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of 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 2003-2.

         "Required Retained Transferor Percentage" means, for purposes of Series
2003-2, 7%.

         "Required Spread Account Amount" means, for any date of determination,
(a) prior to the occurrence of a Pay Out Event, the product of (i) the Spread
Account Percentage in effect on such date and (ii) the Initial Collateral
Amount; provided that the Required Spread Account Amount shall not exceed the
Class C Note Principal Balance minus the excess, if any, of the Principal
Accumulation Account Balance over the sum of the Class A Note Principal Balance
and the Class B Note Principal Balance on such date of determination and (b)
after the occurrence of a Pay Out Event, an amount equal to the Class C Note
Principal Balance on such date of determination.

         "Reserve Account" is defined in subsection 4.10(a).

                                       7
<PAGE>

         "Reserve Account Funding Date" means the Transfer Date designated by
Servicer which occurs not later than the earliest of (a) the Transfer Date with
respect to the Monthly Period which commences three months prior to the
commencement of the Accumulation Period (which commencement shall be subject to
postponement pursuant to Section 4.15); (b) the first Transfer Date for which
the Quarterly Net Yield is less than 2.0%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences 12 months prior to the
commencement of the Accumulation Period; (c) the first Transfer Date for which
the Quarterly Net Yield is less than 3.0%, but in such event the Reserve Account
Funding Date shall not be required to occur earlier than the Transfer Date with
respect to the Monthly Period which commences six months prior to the
commencement of the Accumulation Period; and (d) the first Transfer Date for
which the Quarterly Net Yield is less than 4.0%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the Transfer
Date with respect to the Monthly Period which commences four months prior to the
commencement of the Accumulation Period; provided, however, that subject to
satisfaction of the Rating Agency Condition, the Reserve Account Funding Date
may be any date selected by Servicer; provided, further, that if a Qualified
Maturity Agreement has been assigned to the Indenture Trustee in accordance with
the provisions of Section 4.15, the Reserve Account Funding Date shall be the
Distribution Date immediately following the date on which a Qualified Maturity
Agreement is terminated if (w) such Qualified Maturity Agreement is terminated
because the provider of such Qualified Maturity Agreement ceases to qualify as a
Qualified Maturity Agreement Institution, (x) such Qualified Maturity Agreement
is terminated prior to the earlier of the Expected Principal Payment Date and
the commencement of the Rapid Amortization Period, (y) such Qualified Maturity
Agreement is terminated after the later of the last day of the October, 2005
Monthly Period and, at the election of Transferor, the date to which the
commencement of the Accumulation Period may be postponed pursuant to Section
4.14 (as determined on the date of such termination) and (z) Transferor does not
obtain a substitute Qualified Maturity Agreement.

         "Reserve Account Surplus" means, as of any Transfer Date following the
Reserve Account Funding Date, the amount, if any, by which the amount on deposit
in the Reserve Account exceeds the Required Reserve Account Amount.

         "Reserve Draw Amount" means, with respect to each Transfer Date
relating to the Accumulation Period or the first Transfer Date relating to the
Rapid Amortization Period, the amount, if any, by which the Principal
Accumulation Investment Proceeds for such Distribution Date are less than the
Covered Amount determined as of such Transfer Date.

         "Reset Date" means:

                  (a) each Addition Date and each "Addition Date" (as such term
         is defined in the Pooling and Servicing Agreement), in each case
         relating to Additional Accounts;

                  (b) each Removal Date and each "Removal Date" (as such term is
         defined in the Pooling and Servicing Agreement) on which Principal
         Receivables are removed from the Receivables Trust;

                  (c) each date on which there is an increase in the outstanding
         balance of any Variable Interest or any variable funding certificate
         issued pursuant to the Pooling and Servicing Agreement; and

                  (d) each date on which a new Series or Class of Notes is
         issued and each date on which a new "Series" or "Class" (each as
         defined in the Pooling and Servicing Agreement) of investor
         certificates is issued by the Certificate Trust.

         "Revolving Period" means the period beginning on the Closing Date and
ending at the close of business on the day immediately preceding the earlier of
the day the Accumulation Period commences or the day the Rapid Amortization
Period commences.

         "Series 2003-2" means the Series of Notes the terms of which are
specified in this Indenture Supplement.

         "Series 2003-2 Final Maturity Date" means the April 15, 2009
Distribution Date.

         "Series 2003-2 Note" means a Class A Note, a Class B Note or a Class C
Note.

         "Series 2003-2 Noteholder" means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.

         "Series 2003-2 Pay Out Event" is defined in Section 6.01.

                                       8
<PAGE>

         "Series Allocation Percentage" means, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
numerator used in determining the Allocation Percentage for Finance Charge
Collections for that Monthly Period and the denominator of which is the sum of
the numerators used in determining the Allocation Percentage for Finance Charge
Receivables for all outstanding Series and PSA Series for such Monthly Period;
provided that if one or more Reset Dates occur in a Monthly Period, the Series
Allocation Percentage will be the percentage equivalent of a fraction, the
numerator of which is an amount equal to the sum of the numerators used in
determining the Allocation Percentage for Finance Charge Collections for Series
2003-2 for each day during that Monthly Period divided by the total number of
days in such Monthly Period and the denominator of which is an amount equal to
the sum of the numerators used in determining the Allocation Percentages for
Finance Charge Receivables for all outstanding Series and PSA Series for each
day during such Monthly Period divided by the total number of days in such
Monthly Period.

         "Series Servicing Fee Percentage" means 2% per annum.

         "Series Termination Date" means the earliest to occur of (a) the date
on which the Note Principal Balance is paid in full, (b) the date on which the
Collateral Amount is reduced to zero and (c) the Series 2003-2 Final Maturity
Date.

         "Servicer Interchange" means, with respect to any Monthly Period, an
amount equal to one-twelfth of the product of (a) 1.50% and (b) the Collateral
Amount as of the last day of the preceding Monthly Period; provided, however,
that Servicer Interchange for the January, 2004 Distribution Date shall be
$924,658.

         "Servicing Fee Required Amount" means, for any Distribution Date, an
amount equal to the excess of the amount described in subsection 4.04(a)(iii)
over the Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a).

         "Spread Account" is defined in subsection 4.12(a).

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

         "Spread Account Percentage" means, for any Distribution Date, the
applicable percentage determined as follows:

<TABLE>
<CAPTION>
               If the Quarterly Net Yield
              on such Distribution Date is                                        then the Spread
-------------------------------------------------------                               Account
greater than or equal                                                             Percentage will
         to:                             and less than:                                equal:
-------------------------------------------------------------------------------------------------
<S>                                      <C>                                      <C>
        5.50%                                                                          0.50%
-------------------------------------------------------------------------------------------------
        5.25%                                 5.50%                                    0.75%
-------------------------------------------------------------------------------------------------
        5.00%                                 5.25%                                    1.00%
-------------------------------------------------------------------------------------------------
        4.75%                                 5.00%                                    2.00%
-------------------------------------------------------------------------------------------------
        4.50%                                 4.75%                                    2.50%
-------------------------------------------------------------------------------------------------
        4.00%                                 4.50%                                    3.00%
-------------------------------------------------------------------------------------------------
        3.50%                                 4.00%                                    4.00%
-------------------------------------------------------------------------------------------------
        3.00%                                 3.50%                                    5.25%
-------------------------------------------------------------------------------------------------
        2.00%                                 3.00%                                    6.25%
-------------------------------------------------------------------------------------------------
                                              2.00%                                    6.50%
-------------------------------------------------------------------------------------------------
</TABLE>

The Initial Spread Account Percentage shall be 0.50%. The Spread Account
Percentage shall remain at that percentage until (a) further increased to a
higher required percentage as specified above or (b) the Distribution Date on
which the Quarterly Net Yield has increased to a level above that for the then
current Spread Account Percentage on each of the three immediately preceding
Distribution Dates (inclusive of the current Distribution Date), in which case
the Spread Account Percentage shall be decreased to the next lowest percentage
specified above.

         "Telerate Page 3750" means the display page currently so designated on
the Bridge Telerate Markets Report (or such page as may replace that page in
that service for the purpose of displaying comparable rates or prices).

                                       9
<PAGE>

         "Uncovered Dilution Amount" means, for any Distribution Date, an amount
equal to the product of (x) the Series Allocation Percentage for the related
Monthly Period, times (y) the aggregate Dilutions occurring during that Monthly
Period as to which any deposit is required to be made to the Excess Funding
Account pursuant to Section 3.09 of the Transfer and Servicing Agreement or
Section 4.03(c) of the Pooling and Servicing Agreement but has not been made;
provided that, if the Transferor Interest is greater than zero at the time such
deposit is required to be made, the Uncovered Dilution Amount shall be deemed to
be zero; provided, further, that if the Transferor Interest is zero at the time
such deposit is required to be made, for purposes of calculating the Uncovered
Dilution Amount, the amount in clause (y) shall be reduced by an amount equal to
the amount by which the Transferor Interest has been reduced by the Dilutions
referred to in clause (y).

         Each capitalized term defined herein shall relate to the Series 2003-2
Notes and no other Series of Notes issued by Issuer, unless the context
otherwise requires. All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in Annex A to the Master Indenture.

         The interpretive rules specified in Section 1.2 of the Master Indenture
also apply to this Indenture Supplement. If any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Master Indenture, the terms and provisions of this Indenture
Supplement shall be controlling.

                                   ARTICLE III

                            NOTEHOLDER SERVICING FEE

         SECTION 3.01. SERVICING COMPENSATION. The share of the Servicing Fee
allocable to Series 2003-2 for any Transfer Date (the "Noteholder Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Series Servicing
Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with respect to the
first Transfer Date, the Noteholder Servicing Fee shall be equal to $1,232,877;
provided, further, that if FNBO or Indenture Trustee is Servicer, the Noteholder
Servicing Fee shall be reduced by the amount, if any, by which the Servicer
Interchange for such Monthly Period exceeds the amount of Interchange included
as Collections of Finance Charge Receivables allocable to the Series 2003-2
Notes with respect to such Monthly Period pursuant to Section 4.17 of this
Indenture Supplement. The remainder of the Servicing Fee shall be paid by the
Holders of the Transferor Interest or the Noteholders of other Series (as
provided in the related Indenture Supplements) and in no event shall Issuer,
Indenture Trustee or the Series 2003-2 Noteholders be liable for the share of
the Servicing Fee to be paid by the Holders of the Transferor Interest or the
Noteholders of any other Series.

                                   ARTICLE IV

                              RIGHTS OF NOTEHOLDERS
                  AND ALLOCATION AND APPLICATION OF COLLECTIONS

         SECTION 4.01. COLLECTIONS AND ALLOCATIONS.

                  (a) Finance Charge Collections, Principal Collections and
         Receivables in Defaulted Accounts shall be allocated and distributed to
         Series 2003-2 as set forth in this Article.

                  (b) On each Date of Processing, Servicer shall allocate to the
         Series 2003-2 Noteholders the following amounts as set forth below:

                           (i) Allocations of Finance Charge Collections.
                  Servicer shall allocate to the Series 2003-2 Noteholders an
                  amount equal to the product of (A) the Allocation Percentage
                  and (B) the aggregate Finance Charge Collections processed on
                  such Date of Processing and shall deposit such amount into the
                  Finance Charge Account in accordance with Section 8.04 of the
                  Indenture and subsection 4.01(c).

                           (ii) Allocations of Principal Collections. Servicer
                  shall allocate to the Series 2003-2 Noteholders the following
                  amounts as set forth below:

                                       10
<PAGE>

                           (A) Allocations During the Revolving Period.

                                    (1) During the Revolving Period an amount
                           equal to the product of the Allocation Percentage and
                           the aggregate amount of Principal Collections
                           processed on each Date of Processing, shall be
                           allocated to the Series 2003-2 Noteholders and,
                           first, if any other Principal Sharing Series is
                           outstanding and in its accumulation period or
                           amortization period, retained in the Principal
                           Account for application, to the extent necessary, as
                           Excess Principal Collections to other Principal
                           Sharing Series on the related Distribution Date,
                           second, deposited to the Excess Funding Account to
                           the extent necessary so that the Transferor Interest
                           is not less than the Minimum Transferor Interest and,
                           third, paid to the Holders of the Transferor
                           Interest.

                                    (2) With respect to each Monthly Period
                           falling in the Revolving Period, to the extent that
                           Collections of Principal Receivables allocated to the
                           Series 2003-2 Noteholders pursuant to this subsection
                           4.01(b)(ii) are paid to Transferor, Transferor shall
                           make an amount equal to the Reallocated Principal
                           Collections for the related Transfer Date available
                           on that Transfer Date for application in accordance
                           with Section 4.06.

                           (B) Allocations During the Accumulation Period.
                  During the Accumulation Period an amount equal to the product
                  of the Allocation Percentage and the aggregate amount of
                  Principal Collections processed on each Date of Processing
                  (the product for any such date is hereinafter referred to as a
                  "Percentage Allocation") shall be allocated to the Series
                  2003-2 Noteholders and deposited into the Principal Account in
                  accordance with Section 8.04 of the Indenture and subsection
                  4.01(c).

                           (C) Allocations During the Rapid Amortization Period.
                  During the Rapid Amortization Period, an amount equal to the
                  product of the Allocation Percentage and the aggregate amount
                  of Principal Collections processed on each Date of Processing
                  shall be allocated to the 2003-2 Noteholders and deposited
                  into the Principal Account until applied as provided herein;
                  provided, however, that after the date on which an amount of
                  such Principal Collections equal to the Note Principal Balance
                  has been deposited into the Principal Account such amount
                  shall be, first, if any other Principal Sharing Series is
                  outstanding and in its accumulation period or amortization
                  period, retained in the Principal Account for application, to
                  the extent necessary, as Excess Principal Collections to other
                  Principal Sharing Series on the related Distribution Date,
                  second, deposited in the Excess Funding Account to the extent
                  necessary so that the Transferor Interest is not less than the
                  Minimum Transferor Interest and, third, paid to the holders of
                  the Transferor Interest.

                  (c) During any period when Servicer is permitted by Section
         4.03 of the Pooling and Servicing Agreement or Section 8.04 of the
         Indenture to make a single monthly deposit to the Collection Account,
         amounts allocated to the Noteholders pursuant to Sections 4.01(a) and
         (b) with respect to any Monthly Period need not be deposited into the
         Collection Account or any Series Account prior to the related Transfer
         Date, and, when so deposited, (x) may be deposited net of any amounts
         required to be distributed to Transferor and, if FNBO is Servicer,
         Servicer, and (y) shall be deposited into the Finance Charge Account
         (in the case of Collections of Finance Charge Receivables) and the
         Principal Account (in the case of Collections of Principal Receivables
         (not including any Excess Principal Collections allocated to Series
         2003-2 pursuant to Section 4.03(e) of the Pooling and Servicing
         Agreement or Section 8.05 of the Indenture)). The exception to the
         daily deposit requirements provided by the second paragraph of Section
         8.04(a) of the Indenture shall not be available during any Monthly
         Period during the Rapid Amortization Period, or at any time that the
         Transferor Interest is less than the Minimum Transferor Interest, or at
         any time that the Available Spread Account Amount is less than the
         Required Spread Account Amount, and provided, further, that for
         purposes of this sentence, the amount of Collections of Principal
         Receivables required to be deposited or distributed on the related
         Transfer Date during the Accumulation Period shall include an amount
         equal to the Controlled Deposit Amount and the amount of Collections of
         Finance Charge Receivables required to be deposited or distributed on
         the related Distribution Date shall include an amount equal to the sum
         of:

                           (i) an amount equal to 125% of the Monthly Interest
                  that was payable on the previous Distribution Date; plus

                           (ii) the Noteholder Servicing Fee due on the related
                  Distribution Date; plus

                           (iii) an amount equal to 150% of the Investor Default
                  Amount for the previous Distribution Date.

                  (d) On any date, Servicer may withdraw from the Collection
         Account or any Series Account any amounts inadvertently deposited in
         such account that should have not been so deposited.

                                       11
<PAGE>

         SECTION 4.02. DETERMINATION OF MONTHLY INTEREST.

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

                  On the Determination Date preceding each Distribution Date,
         Servicer shall determine the excess, if any (the "Class A Interest
         Shortfall"), of (x) the aggregate amount accrued pursuant to this
         Section 4.02(a) as of the prior Distribution Date over (y) the amount
         actually transferred from the Distribution Account for payment of such
         amount. If the Class A Interest Shortfall for 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 Default Interest") equal to the product of (i) (A) a fraction, the
         numerator of which is the actual number of days in the related Interest
         Period and the denominator of which is 360, times (B) the Class A Note
         Interest Rate in effect with respect to the related Interest Period and
         (ii) such Class A Interest Shortfall (or the portion thereof which has
         not been paid to the Class A Noteholders) shall be payable as provided
         herein with respect to the Class A Notes. Notwithstanding anything to
         the contrary herein, Class A Default Interest shall be payable or
         distributed to the Class A Noteholders only to the extent permitted by
         applicable law.

                  (b) The amount of monthly interest ("Class B Monthly Interest
         Payment") distributable from the Distribution Account with respect to
         the Class B Notes on any Distribution Date shall be an amount equal to
         the product of (i) (A) a fraction, the numerator of which is 30 and the
         denominator of which is 360, times (B) the Class B Note Interest Rate
         in effect with respect to the related Interest Period and (ii) the
         Class B Note Principal Balance as of the close of business on the last
         day of the preceding Monthly Period (or, with respect to the initial
         Distribution Date, the Class B Note Initial Principal Balance).

                  On the Determination Date preceding each Distribution Date,
         Servicer shall determine the excess, if any (the "Class B Interest
         Shortfall"), of (x) the aggregate amount accrued pursuant to this
         Section 4.02(b) as of the prior Distribution Date over (y) the amount
         of funds actually transferred from the Distribution Account for payment
         of such amount. If the Class B Interest Shortfall for 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 Default Interest") equal to the product of (i) (A) a
         fraction, the numerator of which is 30 and the denominator of which is
         360, times (B) the Class B Note Interest Rate in effect with respect to
         the related Interest Period and (ii) such Class B Interest Shortfall
         (or the portion thereof which has not been paid to the Class B
         Noteholders) shall be payable as provided herein with respect to the
         Class B Notes. Notwithstanding anything to the contrary herein, Class B
         Default Interest shall be payable or distributed to the Class B
         Noteholders only to the extent permitted by applicable law.

                  (c) The amount of monthly interest ("Class C Monthly Interest
         Payment") distributable from the Distribution Account with respect to
         the Class C Notes on any Distribution Date shall be an amount equal to
         the product of (i)(A) a fraction, the numerator of which is 30 and the
         denominator of which is 360, times (B) the Class C Note Interest Rate
         in effect with respect to the related Interest Period and (ii) the
         Class C Note Principal Balance as of the close of business on the last
         day of the preceding Monthly Period (or, with respect to the initial
         Distribution Date, the Class C Note Initial Principal Balance).

                  On the Determination Date preceding each Distribution Date,
         Servicer shall determine the excess, if any (the "Class C Interest
         Shortfall"), of (x) the aggregate amount accrued pursuant to this
         Section 4.02(c) as of the prior Distribution Date over (y) the amount
         of funds actually transferred from the Distribution Account for payment
         of such amount. If the Class C Interest Shortfall for any Distribution
         Date is greater than zero, on each subsequent Distribution Date until
         such Class C Interest Shortfall is fully paid, an additional amount
         ("Class C Default Interest") equal to the product of (i) (A) a
         fraction, the numerator of which is 30 and the denominator of which is
         360, times (B) the Class C Note Interest Rate in effect with respect to
         the related Interest Period and (ii) such Class C Interest Shortfall
         (or the portion thereof which has not been paid to the Class C
         Noteholders) shall be payable as provided herein with respect to the
         Class C Notes. Notwithstanding anything to the contrary herein, Class C
         Default Interest shall be payable or distributed to the Class C
         Noteholders only to the extent permitted by applicable law.

         SECTION 4.03. DETERMINATION OF MONTHLY PRINCIPAL. The amount of monthly
principal to be transferred from the Principal Account with respect to the Notes
on each Transfer Date (the "Monthly Principal"), beginning with the Transfer
Date in the month following the month in which the Accumulation Period or, if
earlier, the Rapid Amortization Period, begins, shall be equal to the least of
(i) the Available Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (ii) for each

                                       12
<PAGE>

Transfer Date with respect to the Accumulation Period, the Controlled Deposit
Amount for such Transfer Date, (iii) the Collateral Amount (after taking into
account any adjustments to be made on such Distribution Date pursuant to
Sections 4.05 and 4.06) prior to any deposit into the Principal Accumulation
Account on such Transfer Date, and (iv) the Note Principal Balance, minus any
amount already on deposit in the Principal Accumulation Account on such Transfer
Date.

         SECTION 4.04. APPLICATION OF AVAILABLE FINANCE CHARGE COLLECTIONS AND
AVAILABLE PRINCIPAL COLLECTIONS. On or before each Transfer Date, Servicer shall
instruct Indenture Trustee in writing (which writing shall be substantially in
the form of Exhibit B) to withdraw and Indenture Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date or related
Distribution Date, as applicable, to the extent of available funds, the amount
required to be withdrawn from the Finance Charge Account, the Principal Account,
the Principal Funding Account and the Distribution Account as follows:

                  (a) On each Transfer Date, an amount equal to the Available
         Finance Charge Collections with respect to the related Distribution
         Date will be distributed or deposited in the following priority:

                           (i) an amount equal to Class A Monthly Interest
                  Payment for such Distribution Date, plus any Class A Interest
                  Shortfall, plus the amount of any Class A Default Interest for
                  such Distribution Date, plus the amount of any Class A Default
                  Interest previously due but not distributed to Class A
                  Noteholders on a prior Distribution Date shall be deposited by
                  Servicer or Indenture Trustee into the Distribution Account;

                           (ii) an amount equal to Class B Monthly Interest
                  Payment for such Distribution Date, plus any Class B Interest
                  Shortfall, plus the amount of any Class B Default Interest for
                  such Distribution Date, plus the amount of any Class B Default
                  Interest previously due but not distributed to Class B
                  Noteholders on a prior Distribution Date shall be deposited by
                  Servicer or Indenture Trustee into the Distribution Account;

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

                           (iv) an amount equal to Class C Monthly Interest
                  Payment for such Distribution Date, plus any Class C Interest
                  Shortfall, plus the amount of any Class C Default Interest for
                  such Distribution Date, plus the amount of any Class C Default
                  Interest previously due but not distributed to the Class C
                  Noteholders on a prior Distribution Date shall be deposited by
                  Servicer or Indenture Trustee into the Distribution Account;

                           (v) an amount equal to the Investor Default Amount
                  and any Uncovered Dilution Amount for such Distribution Date
                  shall be treated as a portion of Available Principal
                  Collections for such Distribution Date and, during the
                  Accumulation Period or the Rapid Amortization Period,
                  deposited into the Principal Account on the related Transfer
                  Date;

                           (vi) an amount equal to the sum of the aggregate
                  amount of Investor Charge-Offs and the amount of Reallocated
                  Principal Collections which have not been previously
                  reimbursed pursuant to this subsection (vi) shall be treated
                  as a portion of Available Principal Collections for such
                  Distribution Date;

                           (vii) on each Transfer Date from and after the
                  Reserve Account Funding Date, but prior to the date on which
                  the Reserve Account terminates as described in subsection
                  4.10(f), an amount up to the excess, if any, of the Required
                  Reserve Account Amount over the Available Reserve Account
                  Amount shall be deposited into the Reserve Account;

                           (viii) an amount equal to the excess, if any, of the
                  Required Spread Account Amount over the Available Spread
                  Account Amount shall be deposited into the Spread Account; and

                           (ix) the balance, if any, will constitute a portion
                  of Excess Finance Charge Collections for such Distribution
                  Date.

                  (b) On each Transfer Date with respect to the Revolving
         Period, an amount equal to the Available Principal Collections for the
         related Monthly Period shall be treated as Excess Principal Collections
         and applied in accordance with Section 8.05 of the Indenture.

                                       13
<PAGE>

                  (c) On each Transfer Date with respect to the Accumulation
         Period or the Rapid Amortization Period, an amount equal to the
         Available Principal Collections for the related Monthly Period shall be
         distributed or deposited in the following order of priority:

                           (i) during the Accumulation Period, an amount equal
                  to the Monthly Principal for such Transfer Date shall be
                  deposited into the Principal Accumulation Account;

                           (ii) during the Rapid Amortization Period, an amount
                  equal to the Monthly Principal for such Transfer Date shall be
                  deposited into the Distribution Account on such Transfer Date
                  and on each subsequent Transfer Date for payment to the Class
                  A Noteholders on the related Distribution Date until the Class
                  A Note Principal Balance has been paid in full;

                           (iii) during the Rapid Amortization Period, after
                  giving effect to the distribution referred to in clause (ii)
                  above, an amount equal to the Monthly Principal remaining, if
                  any, shall be deposited into the Distribution Account on such
                  Transfer Date and on each subsequent Transfer Date for payment
                  to the Class B Noteholders on the related Distribution Date
                  until the Class B Note Principal Balance has been paid in
                  full;

                           (iv) during the Rapid Amortization Period, after
                  giving effect to the distributions referred to in clauses (ii)
                  and (iii) above, an amount equal to the Monthly Principal
                  remaining, if any, shall be deposited into the Distribution
                  Account on such Transfer Date and on each subsequent Transfer
                  Date for payment to the Class C Noteholders on the related
                  Distribution Date until the Class C Note Principal Balance has
                  been paid in full; and

                           (v) in the case of each of the Accumulation Period
                  and the Rapid Amortization Period, the balance of such
                  Available Principal Collections remaining after application in
                  accordance with clauses (i) through (iv) above shall be
                  treated as Excess Principal Collections.

                  (d) On each Distribution Date, Indenture Trustee shall pay in
         accordance with Section 5.02 to the Class A Noteholders from the
         Distribution Account, the amount deposited into the Distribution
         Account pursuant to Section 4.04(a)(i) on the preceding Transfer Date,
         to the Class B Noteholders from the Distribution Account, the amount
         deposited into the Distribution Account pursuant to Section 4.04(a)(ii)
         and to the Class C Noteholders from the Distribution Account, the
         amount deposited into the Distribution Account pursuant to Section
         4.04(a)(iv).

                  (e) On the earlier to occur of (i) the first Transfer Date
         with respect to the Rapid Amortization Period and (ii) the Transfer
         Date immediately preceding the Expected Principal Payment Date,
         Indenture Trustee, acting in accordance with instructions from
         Servicer, shall withdraw from the Principal Accumulation Account and
         deposit into the Distribution Account amounts necessary to pay first,
         to the Class A Noteholders, until paid in full, second, to the Class B
         Noteholders, until paid in full, and, if the Rapid Amortization Period
         has commenced, any remainder to the Class C Noteholders, the amounts
         deposited into the Principal Accumulation Account pursuant to
         subsections 4.04(c)(i). On the Expected Principal Payment Date, if the
         Rapid Amortization Period has not commenced, Indenture Trustee, acting
         in accordance with instructions from Servicer, shall withdraw from the
         Principal Accumulation Account and deposit into the Distribution
         Account for payment to the Class C Noteholders the amounts deposited
         into the Principal Accumulation Account pursuant to subsection
         4.04(c)(i) on the related Transfer Date. Indenture Trustee, acting in
         accordance with the instructions of Servicer, shall in accordance with
         Section 5.02 pay from the Distribution Account to the Class A
         Noteholders, the Class B Noteholders and the Class C Noteholders, as
         applicable, the amounts deposited for the account of such Noteholders
         into the Distribution Account pursuant to this subsection 4.04(e).

         SECTION 4.05. INVESTOR CHARGE-OFFS. On each Determination Date,
Servicer shall calculate the Investor Default Amount and any Uncovered Dilution
Amount for the related Distribution Date. If, on any Distribution Date, the sum
of the Investor Default Amount and any Uncovered Dilution Amount for such
Distribution Date exceeds the sum of the amount of Available Finance Charge
Collections allocated with respect thereto pursuant to subsection 4.04(a)(v)
with respect to such Distribution Date, the Collateral Amount will be reduced
(but not below zero) by the amount of such excess (such reduction, an "Investor
Charge-Off").

         SECTION 4.06. REALLOCATED PRINCIPAL COLLECTIONS. On each Transfer Date,
if Available Finance Charge Collections (including any amounts described in
clause (d) of the definition of Available Finance Charge Collections) are not
sufficient to make the distributions and deposits set forth in subsections
4.04(a)(i), (ii) and (iii), Servicer shall apply, or shall instruct Indenture
Trustee in writing to apply, Principal Collections with respect to such Transfer
Date, in an amount not to exceed the Monthly Principal Reallocation Amount for
the related Monthly Period, to fund any such deficiency pursuant to and in the
priority set

                                       14
<PAGE>

forth in such subsections. On each Transfer Date, the Collateral Amount shall be
reduced by the amount of Reallocated Principal Collections, if any, for such
Transfer Date.

         SECTION 4.07. EXCESS FINANCE CHARGE COLLECTIONS. Series 2003-2 shall be
an Excess Allocation Series with respect to Group One only. For this purpose,
each outstanding series of certificates issued by First Bankcard Master Credit
Card Trust (other than series represented by the Collateral Certificate) shall
be deemed to be a Series in Group One. Excess Finance Charge Collections with
respect to the Excess Allocation Series in Group One for any Transfer Date will
be allocated to Series 2003-2 in an amount equal to the product of (x) the
aggregate amount of Excess Finance Charge Collections with respect to all the
Excess Allocation Series in Group One for such Distribution Date and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2003-2 for such Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Allocation Series in
Group One for such Distribution Date. The "Finance Charge Shortfall" for Series
2003-2 for any Distribution Date will be equal to the excess, if any, of (a) the
full amount required to be paid, without duplication, pursuant to subsections
4.04(a)(i) through (viii) on such Distribution Date over (b) the Available
Finance Charge Collections with respect to such Distribution Date (excluding any
portion thereof attributable to Excess Finance Charge Collections). Following a
Servicer Default and the appointment of a Successor Servicer, Excess Finance
Charge Collections remaining after their application to cover Finance Charge
Shortfalls for Group One shall be paid to the Successor Servicer to pay any
unpaid Excess Servicing Fees prior to any distribution to Transferor. Excess
Finance Charge Collections with respect to Group One shall be allocated to
Series 2003-2 in accordance with this Section 4.07, without regard to whether
the Rating Agency Condition has been met for purposes of the definition of
"Portfolio Yield".

         SECTION 4.08. EXCESS PRINCIPAL COLLECTIONS. Subject to Section 4.03(e)
of the Pooling and Servicing Agreement and Section 8.05 of the Indenture, Excess
Principal Collections allocable to Series 2003-2 on any Transfer Date will be
equal to the product of (x) the aggregate amount of Excess Principal Collections
with respect to all Principal Sharing Series for such Transfer Date and (y) a
fraction, the numerator of which is the Principal Shortfalls for Series 2003-2
for such Transfer Date and the denominator of which is the aggregate amount of
Principal Shortfall for all the Series which are Principal Sharing Series for
such Transfer Date. For this purpose, each outstanding series of certificates
issued by First Bankcard Master Credit Card Trust (other than any series
represented by the Collateral Certificate) shall be deemed to be a Principal
Sharing Series. The "Principal Shortfall" for Series 2003-2 will be equal to (a)
for any Transfer Date with respect to the Revolving Period, zero, (b) for any
Transfer Date with respect to the Accumulation Period, the excess, if any, of
the Controlled Deposit Amount with respect to such Transfer Date over the amount
of Available Principal Collections for such Transfer Date (excluding any portion
thereof attributable to Excess Principal Collections) and (c) for any Transfer
Date with respect to the Rapid Amortization Period, the excess, if any, of the
Collateral Amount with respect to such Transfer Date over the amount of
Available Principal Collections for such Transfer Date (excluding any portion
thereof attributable to Excess Principal Collections). Excess Principal
Collections remaining on any Transfer Date after payment of Principal Shortfalls
for all Series in Group I, and after any application of Excess Principal
Collections as principal with respect to any Variable Interest or variable
funding certificates in such Group will be distributed to the Holder of the
Transferor Interest or deposited in the Excess Funding Account in accordance
with subsection 4.03(e) of the Pooling and Servicing Agreement or Section 8.05
of the Indenture, as applicable.

         SECTION 4.09. CERTAIN SERIES ACCOUNTS.

                  (a) Indenture Trustee shall establish and maintain with a
         Qualified Institution, which may be Indenture Trustee in the name of
         the Trust, on behalf of the Trust, for the benefit of the Noteholders,
         four segregated trust accounts with such Qualified Institution (the
         "Finance Charge Account", the "Principal Account", the "Principal
         Accumulation Account" and the "Distribution Account"), each bearing a
         designation clearly indicating that the funds deposited therein are
         held for the benefit of the Series 2003-2 Noteholders. Indenture
         Trustee shall possess all right, title and interest in all funds on
         deposit from time to time in the Finance Charge Account, the Principal
         Account, the Principal Accumulation Account and the Distribution
         Account and in all proceeds thereof. The Finance Charge Account, the
         Principal Account, the Principal Accumulation Account and the
         Distribution Account shall be under the sole dominion and control of
         Indenture Trustee for the benefit of the Series 2003-2 Noteholders. If
         at any time the institution holding the Finance Charge Account, the
         Principal Account, the Principal Accumulation Account and the
         Distribution Account ceases to be a Qualified Institution, Transferor
         shall notify Indenture Trustee in writing, and Indenture Trustee upon
         being notified (or Servicer on its behalf) shall, within ten (10)
         Business Days, establish a new Finance Charge Account, a new Principal
         Account, a new Principal Accumulation Account and a new Distribution
         Account meeting the conditions specified above with a Qualified
         Institution, and shall transfer any cash and any investments to such
         new Finance Charge Account, new Principal Account, new Principal
         Accumulation Account and new Distribution Account. Indenture Trustee,
         at the written direction of Servicer, shall (i) make withdrawals from
         the Finance Charge Account, the Principal Account, the Principal
         Accumulation Account and the Distribution Account from time to time, in
         the amounts and for the purposes set forth in this

                                       15
<PAGE>

         Indenture Supplement, and (ii) on each Transfer Date (from and after
         the commencement of the Accumulation Period) prior to the termination
         of the Principal Accumulation Account, make deposits into the Principal
         Accumulation Account in the amounts specified in, and otherwise in
         accordance with, subsection 4.04(c)(i). Indenture Trustee at all times
         shall maintain accurate records reflecting each transaction in the
         Finance Charge Account, the Principal Account, the Principal
         Accumulation Account and the Distribution Account, so long as such
         accounts are established and maintained with Indenture Trustee.

                  (b) Funds on deposit in the Finance Charge Account, the
         Principal Account, the Principal Accumulation Account and the
         Distribution Account, from time to time shall be invested and
         reinvested at the written direction of Servicer by Indenture Trustee in
         Permitted Investments that will mature so that such funds will be
         available for withdrawal on or prior to the following Transfer Date.
         The Indenture Trustee shall not be held liable for the performance of
         any Permitted Investments made in accordance with the terms hereof.

                  On each Transfer Date with respect to the Accumulation Period
         and on the first Transfer Date with respect to the Rapid Amortization
         Period, Indenture Trustee, acting at Servicer's direction given on or
         before such Transfer Date, shall transfer from the Principal
         Accumulation Account to the Finance Charge Account the Principal
         Accumulation Investment Proceeds on deposit in the Principal
         Accumulation Account for application as Available Finance Charge
         Collections in accordance with Section 4.04.

                  Principal Accumulation Investment Proceeds (including
         reinvested interest) shall not be considered part of the amounts on
         deposit in the Principal Accumulation Account for purposes of this
         Indenture Supplement.

                  On each Distribution Date, all interest and earnings (net of
         losses and investment expenses) on funds on deposit in the Principal
         Account, the Finance Charge Account and the Distribution Account shall
         be deposited by Indenture Trustee in a separate deposit account with a
         Qualified Institution in the name of Servicer, or a Person designated
         in writing by Servicer, which shall not constitute a part of the Trust,
         or shall otherwise be turned over by Indenture Trustee to Servicer.

                  (c) The Finance Charge Account, the Principal Account, the
         Principal Accumulation Account, the Distribution Account, the Reserve
         Account and the Spread Account are hereby designated as the Series
         Accounts for the Series 2003-2 Notes.

                  (d) Indenture Trustee shall hold such of the Permitted
         Investments of funds in any Series Account as consists of instruments,
         deposit accounts, negotiable documents, money, goods, letters of
         credit, and advices of credit in the State of New York. Indenture
         Trustee shall hold such of the Permitted Investments as constitutes
         investment property through a securities intermediary, which securities
         intermediary shall agree with Indenture Trustee that (a) such
         investment property shall at all times be credited to a securities
         account of Indenture Trustee, (b) such securities intermediary shall
         treat Indenture Trustee as entitled to exercise the rights that
         comprise each financial asset credited to such securities account, (c)
         all property credited to such securities account shall be treated as a
         financial asset, (d) such securities intermediary shall comply with
         entitlement orders originated by Indenture Trustee without the further
         consent of any other person or entity, (e) such securities intermediary
         will not agree with any person or entity other than Indenture Trustee
         to comply with entitlement orders originated by such other person or
         entity, (f) such securities accounts and the property credited thereto
         shall not be subject to any lien, security interest or right of set-off
         in favor of such securities intermediary or anyone claiming through it
         (other than Indenture Trustee), and (g) such agreement shall be
         governed by the laws of the State of New York. Terms used in the
         preceding sentence that are defined in the New York UCC and not
         otherwise defined herein shall have the meaning set forth in the New
         York UCC. Except as permitted by this subsection 4.09(d), Indenture
         Trustee shall not hold Permitted Investments through an agent or
         nominee.

                  (e) No Permitted Investment in any Series Account shall be
         disposed of prior to its maturity unless Servicer so directs and either
         (i) such disposal will not result in a loss of all or part of the
         principal portion of such Permitted Investment or (ii) prior to the
         maturity of such Permitted Investment, a default occurs in the payment
         of principal, interest or any other amount with respect to such
         Permitted Investment.

         SECTION 4.10. RESERVE ACCOUNT.

                  (a) Indenture Trustee shall establish and maintain with a
         Qualified Institution, which may be Indenture Trustee in the name of
         the Trust, on behalf of the Trust, for the benefit of the Series 2003-2
         Noteholders, a segregated trust account (the "Reserve Account"),
         bearing a designation clearly indicating that the funds deposited
         therein are held for the benefit of the Series 2003-2 Noteholders.
         Indenture 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 Indenture Trustee for

                                       16
<PAGE>

         the benefit of the Series 2003-2 Noteholders. If at any time the
         institution holding the Reserve Account ceases to be a Qualified
         Institution, Transferor shall notify Indenture Trustee in writing, and
         Indenture Trustee upon being notified (or Servicer on its behalf)
         shall, within ten (10) Business Days, establish a new Reserve Account
         meeting the conditions specified above with a Qualified Institution,
         and shall transfer any cash and any investments to such new Reserve
         Account. Indenture Trustee, at the written direction of Servicer, shall
         (i) make withdrawals from the Reserve Account from time to time in an
         amount up to the Available Reserve Account Amount at such time, for the
         purposes set forth in this Indenture Supplement, and (ii) on each
         Transfer Date (from and after the Reserve Account Funding Date) prior
         to termination of the Reserve Account, make a deposit into the Reserve
         Account in the amount specified in, and otherwise in accordance with,
         subsection 4.04(a)(ix).

                  (b) Funds on deposit in the Reserve Account shall be invested
         at the written direction of Servicer by Indenture Trustee in Permitted
         Investments. 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 following Transfer Date.

                  On each Transfer Date, all interest and earnings (net of
         losses and investment expenses) accrued since the preceding Transfer
         Date on funds on deposit in the Reserve Account shall be retained in
         the Reserve Account (to the extent that the Available Reserve Account
         Amount is less than the Required Reserve Account Amount) and the
         balance, if any, shall be deposited into the Finance Charge Account and
         included in Available Finance Charge Collections for such Transfer
         Date. For purposes of determining the availability of funds or the
         balance in the Reserve Account for any reason under this Indenture
         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 or before each Transfer Date with respect to the
         Accumulation Period and on or before the first Transfer Date with
         respect to the Rapid Amortization Period, Servicer shall calculate the
         Reserve Draw Amount; provided, however, that such amount will be
         reduced to the extent that funds otherwise would be available for
         deposit in the Reserve Account under Section 4.04(a)(vii) with respect
         to such Transfer Date.

                  (d) If for any Transfer Date the Reserve Draw Amount is
         greater than zero, the Reserve Draw Amount, up to the Available Reserve
         Account Amount, shall be withdrawn from the Reserve Account on such
         Transfer Date by Indenture Trustee (acting in accordance with the
         written instructions of Servicer) and deposited into the Finance Charge
         Account for application as Available Finance Charge Collections for
         such Transfer Date.

                  (e) If the Reserve Account Surplus on any Transfer Date, after
         giving effect to all deposits to and withdrawals from the Reserve
         Account with respect to such Transfer Date, is greater than zero,
         Indenture Trustee, acting in accordance with the written instructions
         of Servicer, shall withdraw from the Reserve Account an amount equal to
         such Reserve Account Surplus and (i) deposit such amounts in the Spread
         Account, to the extent that funds on deposit in the Spread Account are
         less than the Required Spread Account Amount, and (ii) distribute any
         such amounts remaining after application pursuant to subsection
         4.10(e)(i) to the Holders of the Transferor Interest.

                  (f) Upon the earliest to occur of (i) the termination of the
         Trust pursuant to Article VIII of the Trust Agreement, (ii) the first
         Transfer Date relating to the Rapid Amortization Period and (iii) the
         Transfer Date immediately preceding the Expected Principal Payment
         Date, Indenture Trustee, acting in accordance with the written
         instructions of Servicer, after the prior payment of all amounts owing
         to the Series 2003-2 Noteholders that are payable from the Reserve
         Account as provided herein, shall withdraw from the Reserve Account all
         amounts, if any, on deposit in the Reserve Account and (A) deposit such
         amounts in the Spread Account, to the extent that funds on deposit in
         the Spread Account are less than the Required Spread Account Amount,
         and (B) distribute any such amounts remaining after application
         pursuant to subsection 4.10(f)(A) to the Holders of the Transferor
         Interest. The Reserve Account shall thereafter be deemed to have
         terminated for purposes of this Indenture Supplement. Funds on deposit
         in the Reserve Account at any time that the Accumulation Period is
         suspended pursuant to Section 4.15 shall remain on deposit until
         applied in accordance with subsection 4.10(d), (e) or (f).

         SECTION 4.11. RESERVED.

         SECTION 4.12. SPREAD ACCOUNT.

                  (a) On or prior to the Closing Date, Indenture Trustee shall
         establish and maintain with a Qualified Institution, which may be
         Indenture Trustee in the name of the Trust, on behalf of the Trust, for
         the benefit of the Class C Noteholders and the Holder of the

                                       17
<PAGE>

         Transferor Interest, a segregated trust account (the "Spread Account"),
         bearing a designation clearly indicating that the funds deposited
         therein are held for the benefit of the Class C Noteholders and the
         Holder of the Transferor Interest. Except as otherwise provided in this
         Section 4.12, Indenture Trustee shall possess all right, title and
         interest in all funds on deposit from time to time in the Spread
         Account and in all proceeds thereof. The Spread Account shall be under
         the sole dominion and control of Indenture Trustee for the benefit of
         the Class C Noteholders and the Holder of the Transferor Interest. If
         at any time the institution holding the Spread Account ceases to be a
         Qualified Institution, Servicer shall notify Indenture Trustee in
         writing, and Indenture Trustee upon being notified (or Servicer on its
         behalf) shall, within ten (10) Business Days (or such longer period as
         to which the Rating Agencies may consent) establish a new Spread
         Account meeting the conditions specified above with a Qualified
         Institution and shall transfer any cash and any investments to such new
         Spread Account. Indenture Trustee, at the written direction of
         Servicer, shall (i) make withdrawals from the Spread Account from time
         to time in an amount up to the Available Spread Account Amount at such
         time, for the purposes set forth in this Indenture Supplement, and (ii)
         on each Transfer Date prior to termination of the Spread Account, make
         a deposit into the Spread Account in the amount specified in, and
         otherwise in accordance with, subsection 4.12(f). The Issuer will
         deposit into the Spread Account on the Closing Date an amount equal to
         the Required Spread Account Amount.

                  (b) Funds on deposit in the Spread Account shall be invested
         at the written direction of Servicer by Indenture Trustee in Permitted
         Investments. Funds on deposit in the Spread Account on any Transfer
         Date, after giving effect to any withdrawals from and deposits to the
         Spread 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 following Transfer Date.

                  On each Transfer Date (but subject to subsections 4.12(c),
         4.12(d) and 4.12(f)), the Investment Earnings, if any, accrued since
         the preceding Transfer Date on funds on deposit in the Spread Account
         shall be paid to the Holders of the Transferor Interest by Indenture
         Trustee upon written direction of Servicer. For purposes of determining
         the availability of funds or the balance in the Spread Account for any
         reason under this Indenture Supplement (subject to subsections 4.12(c),
         4.12(d) and 4.12(f)), all Investment Earnings shall be deemed not to be
         available or on deposit; provided that after the maturity of the Series
         2003-2 Notes has been accelerated as a result of an Event of Default,
         all Investment Earnings shall be added to the balance on deposit in the
         Spread Account and treated like the rest of the Available Spread
         Account Amount.

                  (c) If, on any Transfer Date, the aggregate amount of
         Available Finance Charge Collections pursuant to subsection 4.04(a)(iv)
         is less than the aggregate amount required to be deposited pursuant to
         subsection 4.04(a)(iv), Indenture Trustee, at the written direction of
         Servicer, shall (i) withdraw from the Spread Account the amount of such
         deficiency up to the Available Spread Account Amount and, if the
         Available Spread Account Amount is less than such deficiency, the
         Indenture Trustee shall also withdraw Investment Earnings credited to
         the Spread Account in an amount so that the total amount withdrawn
         equals such deficiency, and (ii) deposit such amount in the
         Distribution Account for payment to the Class C Noteholders in respect
         of interest on the Class C Notes.

                  (d) On the earlier of Series 2003-2 Final Maturity Date and
         the date on which the Class A Note Principal Balance and the Class B
         Note Principal Balance have been paid in full, after applying any funds
         on deposit in the Spread Account as described in subsection 4.12(c),
         Indenture Trustee, at the written direction of Servicer, shall withdraw
         from the Spread Account an amount equal to the lesser of (i) the Class
         C Note Principal Balance (after any payments to be made pursuant to
         subsection 4.04(c) on such date) and (ii) the Available Spread Account
         Amount and, if the amount so withdrawn is not sufficient to reduce the
         Class C Note Principal Balance to zero, shall also withdraw Investment
         Earnings credited to the Spread Account up to the amount required to
         reduce the Class C Note Principal Balance to zero. Indenture Trustee,
         upon the written direction of Servicer, shall deposit such amounts into
         the Distribution Account for distribution to the Class C Noteholders in
         accordance with subsection 5.02(e).

                  (e) On any day following the occurrence of an Event of Default
         with respect to Series 2003-2 and acceleration of the maturity of the
         Series 2003-2 Notes pursuant to Section 5.03 of the Indenture, Servicer
         shall withdraw from the Spread Account an amount equal to the Available
         Spread Account Amount and Indenture Trustee or Servicer shall deposit
         such amounts into the Distribution Account for distribution to the
         Class C Noteholders until the Class C Note Principal Balance is paid in
         full, to the Class A Noteholders until the Class A Note Principal
         Balance is paid in full, and to the Class B Noteholders until the Class
         B Note Principal Balance is paid in full, in that order of priority, in
         accordance with Section 5.02, to fund any shortfalls in amounts owed to
         such Noteholders.

                  (f) If on any Transfer Date, after giving effect to all
         withdrawals from the Spread Account, the Available Spread Account
         Amount is less than the Required Spread Account Amount then in effect,
         Available Finance Charge Collections shall be deposited into the Spread
         Account pursuant to subsection 4.04(a)(viii) up to the amount of the
         Spread Account Deficiency and, if such

                                       18
<PAGE>

         Available Finance Charge Collections are less than such Spread Account
         Deficiency, investment earnings on funds on deposit in the Spread
         Account shall be held and not distributed pursuant to subsection
         4.12(b) until such Spread Account Deficiency is reduced to zero through
         subsequent deposits pursuant to subsection 4.04(a)(viii).

                  (g) If, after giving effect to all deposits to and withdrawals
         from the Spread Account with respect to any Transfer Date, the amount
         on deposit in the Spread Account exceeds the Required Spread Account
         Amount, Indenture Trustee acting in accordance with the instructions of
         Servicer, shall treat such excess as additional Available Finance
         Charge Collections. On the date on which the Class C Note Principal
         Balance has been paid in full, after making any payments to the
         Noteholders required pursuant to subsections 4.12(c), (d) and (e),
         Indenture Trustee, at the written direction of Servicer, shall withdraw
         from the Spread Account all amounts then remaining in the Spread
         Account and pay such amounts to the holders of the Transferor Interest.

         SECTION 4.13. INVESTMENT INSTRUCTIONS. Any investment instructions
required to be given to Indenture Trustee pursuant to the terms hereof must be
given to Indenture Trustee no later than 11:00 a.m., New York City time, on the
date such investment is to be made. In the event Indenture Trustee receives such
investment instruction later than such time, Indenture Trustee may, but shall
have no obligation to, make such investment. In the event Indenture Trustee is
unable to make an investment required in an investment instruction received by
Indenture Trustee after 11:00 a.m., New York City time, on such day, such
investment shall be made by Indenture Trustee on the next succeeding Business
Day. In no event shall Indenture Trustee be liable for any investment not made
pursuant to investment instructions received after 11:00 a.m., New York City
time, on the day such investment is requested to be made.

         SECTION 4.14. ACCUMULATION PERIOD. The Accumulation Period is scheduled
to commence at the beginning of business on November 1, 2005; provided that if
the Accumulation Period Length (determined as described below) on any
Determination Date on or after the August, 2005 Determination Date is less than
12 months, the date on which the Accumulation Period actually commences will be
changed to the first Business Day of the month that is the number of whole
months prior to the month in which the Expected Principal Payment Date occurs
equal to the Accumulation Period Length (so that, as a result of such election,
the number of Monthly Periods in the Accumulation Period will equal the
Accumulation Period Length); provided that (i) the length of the Accumulation
Period will not be less than one month, (ii) such determination of the
Accumulation Period Length shall be made on each Determination Date on and after
the August, 2005 Determination Date but prior to the commencement of the
Accumulation Period, and any postponement of the Accumulation Period shall be
subject to the subsequent lengthening of the Accumulation Period to the
Accumulation Period Length determined on any subsequent Determination Date, but
the Accumulation Period shall in no event commence prior to the Controlled
Accumulation Date, and (iii) notwithstanding any other provision of this
Indenture Supplement to the contrary, no postponement of the commencement of the
Accumulation Period shall be made after a Pay Out Event shall have occurred and
be continuing with respect to any other Series. The "Accumulation Period Length"
will mean a number of whole months such that the amount available for
distribution of principal on the Series 2003-2 Notes on the Expected Principal
Payment Date is expected to equal or exceed the sum of the Class A Note
Principal Balance, the Class B Note Principal Balance and the Class C Note
Principal Balance, assuming for this purpose that (1) the payment rate with
respect to Principal Collections remains constant at the lowest level of such
payment rate during the 12 preceding Monthly Periods (or such lower payment rate
as 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. Servicer shall calculate the Accumulation Period Length
on each Determination Date on and after the August, 2005 Determination Date as
necessary to determine whether the Accumulation Period is postponed and to set
the Reserve Account Funding Date. If the calculation results in a postponement,
Servicer shall provide written notice to Indenture Trustee, Transferor, Issuer
and each Rating Agency. Any notice by Servicer confirming the postponement of
the Accumulation Period pursuant to this Section 4.14 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. The method for determining the
Accumulation Period Length may be changed if the Rating Agency Condition is met.

         SECTION 4.15 SUSPENSION OF ACCUMULATION PERIOD.

                  (a) Servicer may elect to suspend the commencement of the
         Accumulation Period with prior written notice to the Rating Agencies,
         at any time prior to the Distribution Date preceding the Expected
         Principal Payment Date. The commencement of the Accumulation Period
         shall be suspended upon delivery by Servicer to Indenture Trustee of
         (i) an Officer's Certificate stating that Servicer has elected to
         suspend the commencement of the Accumulation Period and that all
         conditions precedent to such suspension set forth in this Section 4.15
         have been satisfied, (ii) a copy of an executed Qualified Maturity
         Agreement and (iii) an Opinion of Counsel addressed to Indenture
         Trustee as to the due authorization, execution and delivery and the
         validity and

                                       19
<PAGE>

         enforceability of such Qualified Maturity Agreement. Issuer does hereby
         transfer, assign, set-over, and otherwise convey to Indenture Trustee
         for the benefit of the Series 2003-2 Noteholders, without recourse, all
         of its rights under any Qualified Maturity Agreement obtained in
         accordance with this Section 4.15 and all proceeds thereof. Such
         property shall constitute part of the Trust Estate and Collateral for
         all purposes of the Indenture. The foregoing transfer, assignment,
         set-over and conveyance does not constitute and is not intended to
         result in a creation or an assumption by Indenture Trustee or any
         Noteholder of any obligation of Issuer or any other Person in
         connection with a Qualified Maturity Agreement or under any agreement
         or instrument relating thereto.

                  Indenture Trustee hereby acknowledges its acceptance, to the
         extent validly transferred, assigned, set-over or otherwise conveyed to
         Indenture Trustee, for the benefit of the Series 2003-2 Noteholders, of
         all of the rights previously held by Issuer under any Qualified
         Maturity Agreement obtained by Issuer and all proceeds thereof, and
         declares that it shall hold such rights upon the trust set forth herein
         and in the Agreement, and subject to the terms hereof and thereof, for
         the benefit of the Series 2003-2 Noteholders.

                  (b) Each Qualified Maturity Agreement shall obligate the
         provider to deposit into the Principal Accumulation Account on or
         before the Expected Principal Payment Date an amount equal to the
         initial Note Principal Balance (reduced by any amount on deposit in the
         Principal Accumulation Account); provided, however, that Issuer may
         instead elect to fund all or a portion of such deposits with the
         proceeds of the issuance of a new Series or with the Available
         Principal Collections with respect to such Transfer Date. The amounts
         so deposited shall be applied on the Expected Principal Payment Date
         pursuant to subsection 4.04(c) as if the commencement of the
         Accumulation Period had not been suspended. The Qualified Maturity
         Agreement may require that during the period when the Accumulation
         Period is suspended, upon the occurrence of certain events, Available
         Principal Collections will be deposited into the Principal Accumulation
         Account.

                  (c) Each Qualified Maturity Agreement shall terminate at the
         close of business on the Expected Principal Payment Date; provided,
         however, that Servicer may terminate a Qualified Maturity Agreement
         prior to such Distribution Date, with notice to each Rating Agency, if
         (i) the Available Reserve Account Amount equals the Required Reserve
         Account Amount and (ii) one of the following events occurs: (A) Issuer
         obtains a substitute Qualified Maturity Agreement, (B) the provider of
         the Qualified Maturity Agreement ceases to qualify as a Qualified
         Institution and Issuer is unable to obtain a substitute Qualified
         Maturity Agreement, (C) a Pay Out Event occurs or (D) an event which
         may be declared to be a Pay Out Event occurs, whether or not it is
         declared. In addition, if the available Reserve Account Amount equals
         the Required Reserve Account Amount, Servicer may terminate a Qualified
         Maturity Agreement prior to the later of (1) the date on which the
         Accumulation Period was scheduled to begin, before giving effect to the
         suspension of the Accumulation Period, and (2) the date to which the
         commencement of the Accumulation Period is postponed pursuant to
         Section 4.14 (as determined on the Determination Date preceding the
         date of such termination), in which case the commencement of the
         Accumulation Period shall be determined as if the commencement had not
         been postponed. In the event that the provider of a Qualified Maturity
         Agreement ceases to qualify as a Qualified Institution, Servicer shall
         use its best efforts to obtain a substitute Qualified Maturity
         Agreement, unless a substitute Qualified Maturity Agreement is not
         required for any of the reasons listed in this subsection (c).

                  (d) If a Qualified Maturity Agreement is terminated prior to
         the earlier of the Expected Principal Payment Date and the commencement
         of the Rapid Amortization Period and Issuer does not obtain a
         substitute Qualified Maturity Agreement, the Accumulation Period shall
         commence on the latest of (i) the beginning of business on November 1,
         2005, (ii) the date to which the commencement of the Accumulation
         Period is postponed pursuant to Section 4.14 (as determined on the date
         of such termination) and (iii) the first day of the Monthly Period
         following the date of such termination. The Issuer shall notify the
         Rating Agencies if it intends to terminate a Qualified Maturity
         Agreement prior to the Expected Principal Payment Date.

         SECTION 4.16. DETERMINATION OF LIBOR.

                  (a) On each LIBOR Determination Date in respect of an Interest
         Period, Indenture Trustee shall determine LIBOR on the basis of 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. If such rate does not appear on
         Telerate Page 3750, the rate for that LIBOR Determination Date shall be
         determined on the basis of the rates at which deposits in United States
         dollars are offered by the Reference Banks at approximately 11:00 a.m.,
         London time, on that day to prime banks in the London interbank market
         for a period of the Designated Maturity. Indenture Trustee shall
         request the principal London office of each of the Reference Banks to
         provide a quotation of its rate. If at least two (2) such quotations
         are provided, the rate for that Interest Period shall be the arithmetic
         mean of the quotations. If fewer than two (2) quotations are provided
         as requested, the rate for that Interest Period will be the arithmetic
         mean of the rates

                                       20
<PAGE>

         quoted by major banks in New York City, selected by Servicer, 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.

                  (b) The Class A Note Interest Rate, Class B Note Interest Rate
         and Class C Note Interest Rate applicable to the then current and the
         immediately preceding Interest Periods may be obtained by telephoning
         Indenture Trustee at its corporate trust office at (312) 827-8500 or
         such other telephone number as shall be designated by Indenture Trustee
         for such purpose by prior written notice by Indenture Trustee to each
         Series 2003-2 Noteholder from time to time.

                  (c) On each LIBOR Determination Date, Indenture Trustee shall
         send to Servicer by facsimile transmission, notification of LIBOR for
         the following Interest Period.

         SECTION 4.17 INTERCHANGE. On or prior to each Determination Date,
Transferor shall cause FNBO to notify Servicer of the amount of Interchange to
be included as Collections of Finance Charge Receivables allocable to the Series
2003-2 Notes with respect to the Related Monthly Period, which amount shall be
equal to the product of:

                  (a) the total amount of Interchange paid or payable to FNBO
         with respect to such Related Monthly Period;

                  (b) a fraction the numerator of which is the volume during the
         Related Monthly Period of sales net of cash advances on the Accounts
         and the denominator of which is the amount of sales net of cash
         advances during the Related Monthly Period on all VISA and MasterCard
         accounts owned by FNBO; and

                  (c) the Allocation Percentage for Finance Charge Collections
         with respect to such Related Monthly Period.

On each Transfer Date, Transferor shall pay to Servicer, and Servicer shall
deposit into the Finance Charge Account, in immediately available funds, an
amount equal to the Interchange to be so included as Collections of Finance
Charge Receivables allocable to the Series 2003-2 Notes with respect to the
Related Monthly Period. Transferor hereby assigns, sets over, conveys, pledges
and grants a security interest and lien to Indenture Trustee for the benefit of
the Series 2003-2 Noteholders its security interest in Interchange and the
proceeds of Interchange, as set forth in this Section 4.17. In connection with
the foregoing grant of a security interest, this Indenture Supplement shall
constitute a security agreement under applicable law. To the extent that an
Indenture Supplement for a related Series, other than Series 2003-2, assigns,
sets over, conveys, pledges or grants a security interest in Interchange
allocable to the Trust, all Notes of any such Series (except that any Series may
be subordinated to the Series 2003-2 Notes to the extent specified in any such
Indenture Supplement) and the Series 2003-2 Notes shall rank pari passu and be
equally and ratably entitled in accordance with their respective allocation
percentages for Finance Charge Collections as provided herein to the benefits of
such Interchange without preference or priority on account of the actual time or
times of authentication and delivery, all in accordance with the terms and
provisions of this Indenture Supplement and other related Indenture Supplements.

         SECTION 4.18. FOREIGN ACCOUNTS. So long as any Series 2003-2 Notes are
Outstanding, notwithstanding the proviso in clause (c) of the definition of
Eligible Accounts in the Pooling and Servicing Agreement and in Annex A to the
Indenture, Receivables arising in Foreign Accounts shall constitute Eligible
Receivables for all purposes except that they may not be counted for purposes of
determining compliance with the tests for the Minimum Transferor Interest and
the Minimum Aggregate Principal Receivables.

                                    ARTICLE V

                        DELIVERY OF NOTES; DISTRIBUTIONS;
                             REPORTS TO NOTEHOLDERS

         SECTION 5.01. DELIVERY AND PAYMENT FOR THE NOTES. Issuer shall execute
and issue, and Indenture Trustee shall authenticate, the Series 2003-2 Notes in
accordance with Section 2.03 of the Indenture. Indenture Trustee shall deliver
the Series 2003-2 Notes to or upon the written order of Issuer when so
authenticated.

         SECTION 5.02. DISTRIBUTIONS.

                  (a) On each Distribution Date, Indenture Trustee shall
         distribute to each Class A Noteholder of record on the related Record
         Date (other than as provided in Section 11.02 of the Indenture) such
         Class A Noteholder's pro rata share of the amounts on deposit in the
         Distribution Account (including amounts withdrawn from the Spread
         Account (at the times and in the amounts specified in

                                       21
<PAGE>

         Section 4.12)) that are allocated and available on such Distribution
         Date and that are payable to the Class A Noteholders pursuant to this
         Indenture Supplement.

                  (b) On each Distribution Date, Indenture Trustee shall
         distribute to each Class B Noteholder of record on the related Record
         Date (other than as provided in Section 11.02 of the Indenture) such
         Class B Noteholder's pro rata share of the amounts on deposit in the
         Distribution Account (including amounts withdrawn from the Spread
         Account (at the times and in the amounts specified in Section 4.12))
         that are allocated and available on such Distribution Date and that are
         payable to the Class B Noteholders pursuant to this Indenture
         Supplement.

                  (c) On each Distribution Date, Indenture Trustee shall
         distribute to each Class C Noteholder of record on the related Record
         Date (other than as provided in Section 11.02 of the Indenture) such
         Class C Noteholder's pro rata share of the amounts on deposit in the
         Distribution Account (including amounts withdrawn from the Spread
         Account (at the times and in the amounts specified in Section 4.12))
         that are allocated and available on such Distribution Date and that are
         payable to the Class C Noteholders pursuant to this Indenture
         Supplement.

                  (d) The distributions to be made pursuant to this Section 5.02
         are subject to the provisions of Sections 6.01 and 7.01 of the Transfer
         and Servicing Agreement, Section 11.02 of the Indenture and Section
         7.01 of this Indenture Supplement.

                  (e) Except as provided in Section 11.02 of the Indenture with
         respect to a final distribution, distributions to 2003-2 Noteholders
         hereunder shall be made by (i) check mailed to each Series 2003-2
         Noteholder (at such Noteholder's address as it appears in the Note
         Register), except that for any Series 2003-2 Notes registered in the
         name of the nominee of a Clearing Agency, such distribution shall be
         made by wire transfer of immediately available funds and (ii) without
         presentation or surrender of any Series 2003-2 Note or the making of
         any notation thereon.

         SECTION 5.03. REPORTS AND STATEMENTS TO NOTEHOLDERS.

                  (a) On each Distribution Date, Indenture Trustee shall forward
         to each Series 2003-2 Noteholder a statement substantially in the form
         of Exhibit C prepared by Servicer.

                  (b) Not later than the second Business Day preceding each
         Distribution Date, Servicer shall deliver to Owner Trustee, Indenture
         Trustee and each Rating Agency (i) a statement substantially in the
         form of Exhibit B prepared by Servicer and (ii) a certificate of an
         Authorized Officer substantially in the form of Exhibit D; provided
         that Servicer may amend the form of Exhibit B from time to time, with
         the prior written consent of Indenture Trustee.

                  (c) A copy of each statement or certificate provided pursuant
         to paragraph (a) or (b) may be obtained by any Series 2003-2 Noteholder
         by a request in writing to Servicer.

                  (d) On or before January 31 of each calendar year, beginning
         with January 31, 2004, Indenture Trustee shall furnish or cause to be
         furnished to each Person who at any time during the preceding calendar
         year was a Series 2003-2 Noteholder, a statement prepared by Servicer
         containing the information which is required to be contained in the
         statement to Series 2003-2 Noteholders, as set forth in paragraph (a)
         above, aggregated for such calendar year or the applicable portion
         thereof during which such Person was a Series 2003-2 Noteholder,
         together with other information as is required to be provided by an
         issuer of indebtedness under the Code. Such obligation of Indenture
         Trustee shall be deemed to have been satisfied to the extent that
         substantially comparable information shall be provided by Servicer
         pursuant to any requirements of the Code as from time to time in
         effect.

                                   ARTICLE VI

                          SERIES 2003-2 PAY OUT EVENTS

         If any one of the following events shall occur with respect to the
Series 2003-2 Notes:

                  (a) failure on the part of Transferor or the "Transferor"
         under the Pooling and Servicing Agreement (i) to make any payment or
         deposit required to be made by it by the terms of the Pooling and
         Servicing Agreement, the Collateral Series Supplement, the Transfer and
         Servicing Agreement, the Indenture or this Indenture Supplement on or
         before the date occurring five (5) Business Days after the date such
         payment or deposit is required to be made therein or herein or (ii)
         duly to observe or perform in any

                                       22
<PAGE>

         material respect any other of its covenants or agreements set forth in
         the Transfer and Servicing Agreement, the Pooling and Servicing
         Agreement, Collateral Series Supplement, the Indenture or this
         Indenture Supplement, which failure has a material adverse effect on
         the Series 2003-2 Noteholders which continues unremedied for a period
         of sixty (60) days after the date on which written notice of such
         failure, requiring the same to be remedied, shall have been given to
         Transferor by Indenture Trustee, or to Transferor and Indenture Trustee
         by Holders of Series 2003-2 Notes evidencing more than 25% of the Note
         Principal Balance and which continues to materially and adversely
         affect the interest of the Series 2003-2 Noteholders;

                  (b) any representation or warranty made by Transferor or the
         "Transferor" under the Pooling and Servicing Agreement or the Transfer
         and Servicing Agreement, or any supplement to either of them, 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 sixty (60) days after the date on which written notice of
         such failure, requiring the same to be remedied, shall have been given
         to Transferor by Indenture Trustee, or to Transferor and Indenture
         Trustee by Holders of Series 2003-2 Notes evidencing more than 25% of
         the Note Principal Balance and as a result of which the interests of
         the Noteholders are materially and adversely affected and continue to
         be materially and adversely affected for such period; provided,
         however, that a Series 2003-2 Pay Out Event pursuant to this subsection
         (b) of Article VI shall not be deemed to have occurred hereunder if
         Transferor has accepted reassignment of the related Receivable, or all
         of such Receivables, if applicable, during such period in accordance
         with the provisions of the Transfer and Servicing Agreement or the
         Pooling and Servicing Agreement;

                  (c) a failure by Transferor or the "Transferor" under the
         Pooling and Servicing Agreement to convey Receivables in Additional
         Accounts to the Receivables Trust within five (5) Business Days after
         the day on which it is required to convey such Receivables pursuant to
         subsection 2.06(a) of the Transfer and Servicing Agreement or
         subsection 2.06(a) of the Pooling and Servicing Agreement,
         respectively, provided that such failure shall not give rise to a Pay
         Out Event if, prior to the date on which such conveyance was required
         to be completed, Transferor causes a reduction in the invested amount
         of any Variable Interest or any variable funding certificate issued
         under the Pooling and Servicing Agreement to occur, so that, after
         giving effect to that reduction, the Transferor Interest is not less
         than the Minimum Transferor Interest and the Aggregate Principal
         Receivables are not less than the Minimum Aggregate Principal
         Receivables;

                  (d) any Servicer Default or any "Servicer Default" under the
         Pooling and Servicing Agreement shall occur that would have a material
         adverse effect on the Series 2003-2 Noteholders;

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

                  (f) the Note Principal Balance shall not be paid in full on
         the Expected Principal Payment Date;

                  (g) without limiting the foregoing, the occurrence of an Event
         of Default with respect to Series 2003-2 and acceleration of the
         maturity of the Series 2003-2 Notes pursuant to Section 5.03 of the
         Indenture; or

                  (h) prior to the Certificate Trust Termination Date, the
         occurrence of a Trust Pay Out Event as defined in the Pooling and
         Servicing Agreement and specified in Section 9.01 of that Agreement;

then, in the case of any event described in subsection (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either
Indenture Trustee or the holders of Series 2003-2 Notes evidencing more than 50%
of the aggregate unpaid principal amount of Series 2003-2 Notes by notice then
given in writing to Transferor and Servicer (and to Indenture Trustee if given
by the Series 2003-2 Noteholders) may declare that a "Series Pay Out Event" with
respect to Series 2003-2 (a "Series 2003-2 Pay Out Event") has occurred as of
the date of such notice, and, in the case of any event described in subsection
(c), (e), (f), (g) or (h) a Series 2003-2 Pay Out Event shall occur without any
notice or other action on the part of Indenture Trustee or the Series 2003-2
Noteholders immediately upon the occurrence of such event.

                                       23
<PAGE>

                                   ARTICLE VII

                                   REDEMPTION;
                     FINAL DISTRIBUTIONS; SERIES TERMINATION

         SECTION 7.01. OPTIONAL REDEMPTION OF SERIES 2003-2 NOTES; FINAL
DISTRIBUTIONS.

                  (a) On any day occurring on or after the date on which the
         outstanding principal balance of the Series 2003-2 Notes is reduced to
         10% or less of the initial Note Principal Balance of the Series 2003-2
         Notes, Servicer shall have the option to direct Transferor to redeem
         the Series 2003-2 Notes, 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. This option shall
         not be exercisable if the purchase price (reduced by the amount on
         deposit in the Principal Accumulation Account available for
         distribution to Noteholders) exceeds the lesser of the estimated fair
         value, or the par value plus accrued interest, of a portion of the
         Receivables in Eligible Accounts then designated to the Receivables
         Trust equal to the Collateral Amount.

                  (b) Servicer shall give Indenture Trustee at least thirty (30)
         days' prior written notice of the date on which Servicer intends to
         direct Transferor to make such optional redemption. Not later than
         12:00 noon, New York City time, on such day Transferor shall deposit
         into the Finance Charge Account and Principal Account, as applicable,
         in immediately available funds the excess of the Reassignment Amount
         over the amount, if any, on deposit in the Principal Accumulation
         Account. Such redemption option is subject to payment in full of the
         Reassignment Amount. Following such deposit into the Finance Charge
         Account and Principal Account in accordance with the foregoing, the
         Collateral Amount for Series 2003-2 shall be reduced to zero and the
         Series 2003-2 Noteholders shall have no further security interest in
         the Receivables. The Reassignment Amount shall be distributed as set
         forth in subsection 7.01(d).

                  (c) The amount to be paid by Transferor with respect to Series
         2003-2 in connection with a reassignment of Receivables to Transferor
         pursuant to Section 2.04(e) of the Transfer and Servicing Agreement or
         Section 2.04(e) of the Pooling and Servicing Agreement shall equal the
         Reassignment Amount for the Distribution Date related to the
         Reassignment Date.

                  (d) With respect to (a) the Reassignment Amount deposited into
         the Finance Charge Account and Principal Account pursuant to this
         Section 7.01 or (b) the proceeds of any sale of Receivables pursuant to
         Section 5.05(a)(iii) of the Indenture with respect to Series 2003-2,
         Indenture Trustee shall, in accordance with the written direction of
         Servicer, not later than 12:00 noon, New York City time, on the related
         Distribution Date, make 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 Note Principal Balance
         on such Distribution Date will be distributed to the Class A
         Noteholders and (y) an amount equal to the sum of (A) Class A Monthly
         Interest Payment for such Distribution Date, (B) any Class A Interest
         Shortfall for such Distribution Date and (C) the amount of Class A
         Default Interest, if any, for such Distribution Date and any Class A
         Default Interest previously due but not distributed to the Class A
         Noteholders on any prior Distribution Date, will be distributed to the
         Class A Noteholders, (ii) (x) the Class B Note Principal Balance on
         such Distribution Date will be distributed to the Class B Noteholders
         and (y) an amount equal to the sum of (A) Class B Monthly Interest
         Payment for such Distribution Date, (B) any Class B Interest Shortfall
         for such Distribution Date and (C) the amount of Class B Default
         Interest, if any, for such Distribution Date and any Class B Default
         Interest previously due but not distributed to the Class B Noteholders
         on any prior Distribution Date, will be distributed to the Class B
         Noteholders, (iii) (x) the Class C Note Principal Balance on such
         Distribution Date will be distributed to the Class C Noteholders and
         (y) an amount equal to the sum of (A) Class C Monthly Interest Payment
         for such Distribution Date, (B) any Class C Interest Shortfall for such
         Distribution Date and (C) the amount of Class C Default Interest, if
         any, for such Distribution Date and any Class C Default Interest
         previously due but not distributed to the Class C Noteholders on any
         prior Distribution Date, will be distributed to the Class C Noteholders
         and (iv) any excess shall be released to Issuer.

         SECTION 7.02. SERIES TERMINATION. On the Series 2003-2 Final Maturity
Date, the unpaid principal amount of the Series 2003-2 Notes shall be due and
payable, and the right of the Series 2003-2 Noteholders to receive payments from
Issuer will be limited solely to the right to receive payments pursuant to
Section 5.05 of the Indenture.

                                       24
<PAGE>

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         SECTION 8.01. RATIFICATION OF INDENTURE; AMENDMENTS. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument. This
Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 10.01 or 10.02 of the Indenture. For
purposes of the application of Section 10.02 to any amendment of this Indenture
Supplement, the Series 2003-2 Noteholders shall be the only Noteholders whose
vote shall be required. Notwithstanding the provisions of Section 10.02 of the
Indenture, Section 13.01(b) of the Pooling and Servicing Agreement and Section
9.01(b) of the Transfer and Servicing Agreement requiring the consent of all
Noteholders, this Indenture Supplement may be amended to increase the Series
Servicing Fee Percentage with the consent of the Holders of Notes representing
more than 66 -2/3% of the principal balance of each Class of the Outstanding
Series 2003-2 Notes and upon compliance with the other provisions of such
sections, as applicable, including satisfaction of the Rating Agency Condition.

         SECTION 8.02. FORM OF DELIVERY OF THE SERIES 2003-2 NOTES. The Class A
Notes the Class B Notes and the Class C Notes shall be Book-Entry Notes and
shall be delivered as Registered Notes to The Bank of New York, as agent for
DTC, Clearstream and Euroclear Bank S.A./N.V., as provided in Sections 2.01,
2.03 and 2.12 of the Indenture.

         SECTION 8.03. COUNTERPARTS. This Indenture 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 8.04. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

         SECTION 8.05. LIMITATION OF LIABILITY. Notwithstanding any other
provision herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust
Company, in its individual capacity, have any liability in respect of the
representations, warranties, or obligations of Issuer hereunder or under any
other document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Agreement and each other document, Owner
Trustee (as such or in its individual capacity) shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust Agreement.

         SECTION 8.06. RIGHTS OF INDENTURE TRUSTEE. Indenture Trustee shall have
herein the same rights, protections, indemnities and immunities as specified in
the Master Indenture.

         SECTION 8.07. ADDITIONAL REQUIREMENTS FOR REGISTRATION OF AND
LIMITATIONS ON TRANSFER AND EXCHANGE OF NOTES. (a) All transfers will be subject
to the transfer restrictions set forth on the Notes.

                            [Signature page follows]

                                       25
<PAGE>

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

                                     FIRST NATIONAL MASTER NOTE TRUST, as Issuer

                                     By Wilmington Trust Company, not in its
                                        individual capacity, but solely as Owner
                                        Trustee

                                     By /s/ Kathleen A. Pedelini
                                        ----------------------------------------
                                     Name Kathleen A. Pedelini
                                     Title Financial Services Officer

                                     THE BANK OF NEW YORK, as Indenture Trustee

                                     By /s/ Mary L. Collier
                                        ----------------------------------------
                                     Name Mary L. Collier
                                     Title Agent

Acknowledged and Accepted:

FIRST NATIONAL BANK OF OMAHA,
as Servicer

By /s/ Matthew W. Lawver
   -------------------------------
Name Matthew W. Lawver
Title Senior Vice President

FIRST NATIONAL FUNDING LLC,
as Transferor

By /s/ Jean L. Koenck
   -------------------------------
Name Jean L. Koenck
Title Senior Vice President

                       INDENTURE SUPPLEMENT SIGNATURE PAGE

                                       26
<PAGE>

                                   EXHIBIT A-1

         FORM OF CLASS A FLOATING RATE ASSET BACKED NOTE, SERIES 2003-2

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.

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

         THE HOLDER OF THIS CLASS A NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS A NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW).

<PAGE>

REGISTERED                                                     $_______________*
No. R-______                                                   CUSIP NO._______

                        FIRST NATIONAL MASTER NOTE TRUST

             CLASS A FLOATING RATE ASSET BACKED NOTE, SERIES 2003-2

         First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory trust governed by a Trust Agreement dated as of October 16,
2002, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of [     ]
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the April, 2009 Distribution Date, except as otherwise provided
below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class A Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year and the actual number of days elapsed. Principal
of this Note shall be paid in the manner specified in the Indenture Supplement
referred to on the reverse hereof.

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

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

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

         This Note has been executed by Wilmington Trust Company, not in its
individual capacity, but solely in its capacity as Owner Trustee of the Issuer,
in no event shall Wilmington Trust Company, in its individual capacity, have any
liability in respect of the obligations of Issuer hereunder or under any other
document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Note and each other document, Owner Trustee
(as such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.

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

                                     FIRST NATIONAL MASTER NOTE TRUST, as Issuer

                                     By Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee under the Trust Agreement

                                     By_________________________________________
                                     Name_______________________________________
                                     Title______________________________________

Dated: November 17, 2003

______________

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

                                      A1-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                   THE BANK OF NEW YORK,
                                                   as Indenture Trustee

                                                   By___________________________

                                                     Authorized Signatory

                                                   Dated________________________

                                      A1-3
<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

             CLASS A FLOATING RATE ASSET BACKED NOTE, SERIES 2003-2

                         SUMMARY OF TERMS AND CONDITIONS

         This Class A Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series 2003-2 (the "Series
2003-2 Notes"), issued under a Master Indenture dated as of October 24, 2002
(the "Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of November 17, 2003 (the "Indenture Supplement"), and representing the
right to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.

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

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.

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

         THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

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

                                      A1-4
<PAGE>

                                   ASSIGNMENT

       Social Security or other identifying number of assignee ___________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________ (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
____________________ attorney, to transfer said certificate on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:_______________________________         ________________________________**
                                              Signature Guaranteed:

____________

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

                                      A1-5
<PAGE>

                                   EXHIBIT A-2

             FORM OF CLASS B 3.08% ASSET BACKED NOTE, SERIES 2003-2

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.

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

         THE HOLDER OF THIS CLASS B NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS B NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW).

<PAGE>

REGISTERED                                                     $_______________*
No. R-______                                                   CUSIP NO._______

                        FIRST NATIONAL MASTER NOTE TRUST

                 CLASS B 3.08% ASSET BACKED NOTE, SERIES 2003-2

         First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory trust governed by a Trust Agreement dated as of October 16,
2002, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of [       ]
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the April, 2009 Distribution Date, except as otherwise provided
below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class B Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Principal of this Note
shall be paid in the manner specified in the Indenture Supplement referred to on
the reverse hereof.

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

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

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

         This Note has been executed by Wilmington Trust Company, not in its
individual capacity, but solely in its capacity as Owner Trustee of the Issuer,
in no event shall Wilmington Trust Company, in its individual capacity, have any
liability in respect of the obligations of Issuer hereunder or under any other
document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Note and each other document, Owner Trustee
(as such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.

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

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

                                     FIRST NATIONAL MASTER NOTE TRUST, as Issuer

                                     By Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee under the Trust Agreement

                                     By_________________________________________
                                     Name_______________________________________
                                     Title______________________________________

Dated: November 17, 2003

____________

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

                                      A2-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                   THE BANK OF NEW YORK,
                                                   as Indenture Trustee

                                                   By___________________________
                                                     Authorized Signatory

                                                   Dated________________________

                                      A2-3
<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

                 CLASS B 3.08% ASSET BACKED NOTE, SERIES 2003-2

                         SUMMARY OF TERMS AND CONDITIONS

         This Class B Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series 2003-2 (the "Series
2003-2 Notes"), issued under a Master Indenture dated as of October 24, 2002
(the "Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of November 17, 2003 (the "Indenture Supplement"), and representing the
right to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.

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

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.

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

         THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

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

                                      A2-4
<PAGE>

                                   ASSIGNMENT

       Social Security or other identifying number of assignee ___________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________ (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:_______________________________         ________________________________**
                                              Signature Guaranteed:

____________

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

                                      A2-5
<PAGE>

                                   EXHIBIT A-3

             FORM OF CLASS C 3.70% ASSET BACKED NOTE, SERIES 2003-2

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD
TRUST, A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.

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

         THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND
WARRANT THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN
"EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I
OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY
OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE
ACQUISITION AND HOLDING OF THE CLASS C NOTE WILL NOT GIVE RISE TO A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
LAW).

<PAGE>

REGISTERED                                                     $_______________*
No. R-______                                                   CUSIP NO._______

                        FIRST NATIONAL MASTER NOTE TRUST

                 CLASS C 3.70% ASSET BACKED NOTE, SERIES 2003-2

         First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory trust governed by a Trust Agreement dated as of October 16,
2002, for value received, hereby promises to pay to Cede & Co., or registered
assigns, subject to the following provisions, the principal sum of [       ]
DOLLARS, or such greater or lesser amount as determined in accordance with the
Indenture, on the April, 2009 Distribution Date, except as otherwise provided
below or in the Indenture. Issuer will pay interest on the unpaid principal
amount of this Note at the Class C Note Interest Rate on each Distribution Date
until the principal amount of this Note is paid in full. Interest on this Note
will accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including the
Closing Date to but excluding such Distribution Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Principal of this Note
shall be paid in the manner specified in the Indenture Supplement referred to on
the reverse hereof.

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

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

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

         This Note has been executed by Wilmington Trust Company, not in its
individual capacity, but solely in its capacity as Owner Trustee of the Issuer,
in no event shall Wilmington Trust Company, in its individual capacity, have any
liability in respect of the obligations of Issuer hereunder or under any other
document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Note and each other document, Owner Trustee
(as such or in its individual capacity) shall be subject to, and entitled to the
benefits of, the terms and provisions of the Trust Agreement.

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

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

                                     FIRST NATIONAL MASTER NOTE TRUST, as Issuer

                                     By Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee under the Trust Agreement

                                     By_________________________________________
                                     Name_______________________________________
                                     Title______________________________________

Dated: November 17, 2003

____________

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

                                      A3-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                                   THE BANK OF NEW YORK,
                                                   as Indenture Trustee

                                                   By___________________________
                                                     Authorized Signatory

                                                   Dated________________________

                                      A3-3
<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

                 CLASS C 3.70% ASSET BACKED NOTE, SERIES 2003-2

                         SUMMARY OF TERMS AND CONDITIONS

         This Class C Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series 2003-2 (the "Series
2003-2 Notes"), issued under a Master Indenture dated as of October 24, 2002
(the "Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of November 17, 2003 (the "Indenture Supplement"), and representing the
right to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.

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

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of Issuer allocated to the payment of this Note for
payment hereunder and that neither Owner Trustee nor Indenture Trustee is liable
to the Noteholders for any amount payable under the Notes or the Indenture or,
except in the case of Indenture Trustee as expressly provided in the Indenture,
subject to any liability under the Indenture.

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

         THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION,
FIRST NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

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

                                      A3-4
<PAGE>

                                   ASSIGNMENT

     Social Security or other identifying number of assignee ______________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________ (name and address of assignee) the within certificate and
all rights thereunder, and hereby irrevocably constitutes and appoints
_______________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:_______________________________         ________________________________**
                                              Signature Guaranteed:

____________

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

                                      A3-5
<PAGE>

                                    EXHIBIT B

                    FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                        NOTIFICATION TO INDENTURE TRUSTEE

                        FIRST NATIONAL MASTER NOTE TRUST
                                  SERIES 2003-2

         The undersigned, a duly authorized representative of First National
Bank of Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing
Agreement, dated as of October 24, 2002 (the "Transfer and Servicing Agreement")
between FNBO, as Servicer, First National Funding LLC, as transferor
("Transferor") and First National Master Note Trust, as issuer ("Issuer"), does
hereby certify as follows:

                  A. Capitalized terms used in this Certificate have their
         respective meanings set forth in the Master Indenture dated as of
         October 24, 2002 (the "Indenture") between Issuer and The Bank of New
         York, as indenture trustee ("Indenture Trustee") as supplemented by the
         2003-2 Indenture Supplement dated as of November 17, 2003 between
         Issuer and Indenture Trustee (as amended and supplemented, the
         "Indenture Supplement").

                  B. FNBO is Servicer.

                  C. The undersigned is an Authorized Officer of Servicer.

I. INSTRUCTION TO MAKE A WITHDRAWAL

         [From the aggregate Collections wired to the Indenture Trustee with
respect to the Related Monthly Period on the Transfer Date, the Indenture
Trustee shall make deposits to the Series Accounts for Series 2003-2 as follows:

                  To the Finance Charge Account     $_____________
                  To the Principal Account          $_____________]

         [TO BE USED IF SERVICER IS PERMITTED TO MAKE MONTHLY DEPOSITS PURSUANT
         TO THE POOLING AND SERVICING AGREEMENT OR THE TRANSFER AND SERVICING
         AGREEMENT, AS APPLICABLE.]

         Pursuant to Section 4.04, Servicer does hereby instruct Indenture
Trustee (i) to make a withdrawal from the Finance Charge Account (or other
Series Account as specified below) on [            ], which date is a Transfer
Date under the Indenture Supplement, in an aggregate amount (equal to the
Available Finance Charge Collections) as set forth below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with subsection 4.04(a):

<TABLE>
<S>                                                                                         <C>
A.        Pursuant to subsection 4.04(a)(i):

          Class A Monthly Interest Payment for the
          preceding Interest Period.....................................................    $____________

          Class A Interest Shortfall due to
          Class A Noteholders...........................................................    $____________

          Class A Default Interest for such
          Distribution Date.............................................................    $____________

          Class A Default Interest previously due but
          not distributed to Class A Noteholders........................................    $____________

B.        Pursuant to subsection 4.04(a)(ii):

          Class B Monthly Interest Payment for the
          preceding Interest Period.....................................................    $____________
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                         <C>
          Class B Interest Shortfall due to
          Class B Noteholders...........................................................    $____________

          Class B Default Interest for such
          Distribution Date.............................................................    $____________

          Class B Default Interest previously due but
          not distributed to Class B Noteholders........................................    $____________

C.        Pursuant to subsection 4.04(a)(iii):

          Noteholder Servicing Fee for such Distribution Date, plus the
          amount of any Noteholder Servicing Fee previously due but not
          distributed to Servicer on a prior Distribution Date..........................    $____________

D.        Pursuant to subsection 4.04(a)(iv):

          Class C Monthly Interest Payment for the
          preceding Interest Period.....................................................    $____________

          Class C Interest Shortfall due to
          Class C Noteholders...........................................................    $____________

          Class C Default Interest for such
          Distribution Date.............................................................    $____________

          Class C Default Interest previously due but
          not distributed to Class C Noteholders........................................    $____________

E.        Pursuant to subsection 4.04(a)(v):

          Investor Default Amount to be treated as Available
          Principal Collections.........................................................    $____________

          Uncovered Dilution Amount for such
          Distribution Date to be treated as Available
          Principal Collections.........................................................    $____________

F.        Pursuant to subsection 4.04(a)(vi):

          Investor Charge Offs and the amount of
          Reallocated Principal Collections not
          previously reimbursed to be treated as
          Available Principal Collections ..............................................    $____________

G.        Pursuant to subsection 4.04(a)(vii):

          Amount to be deposited into the Reserve Account ..............................    $____________

H.        Pursuant to subsection 4.04(a)(viii):

          Amounts to be deposited into the
          Spread Account ...............................................................    $____________

I.        Pursuant to subsection 4.04(a)(ix):

          The balance will constitute Excess Finance Charge
          Collections for such Distribution Date .......................................    $____________
</TABLE>

                                      B-2

<PAGE>

<TABLE>
<S>                                                                                         <C>
J.        Excess Finance Charge Collections available and required to support other
          Series in Group One...........................................................    $____________

K.        Excess Finance Charge Collections available to cover Excess Servicing Fee.....    $____________
</TABLE>

         Pursuant to Section 4.04(b) and (c), Servicer does hereby instruct
Indenture Trustee (i) to make a withdrawal from the Principal Account (or other
Series Account specified below) on [           ], which date is a Transfer Date
under the Indenture Supplement, in an aggregate amount (equal to the Available
Principal Collections) as set forth below in respect of the following amounts
and (ii) to apply the proceeds of such withdrawal in accordance with Section
4.04(b) and (c):

<TABLE>
<S>                                                                                         <C>
A.        Pursuant to subsection 4.04(b):

          During the Revolving Period, amount equal to the Available
          Principal Collections to be treated as Excess Principal
          Collections and applied in accordance with Section 8.05 of the
          Indenture...................................................................      $____________

B.        Pursuant to subsection 4.04(c)(i):

          During the Accumulation Period, Monthly
          Principal for such Transfer Date to be
          deposited into the Principal Accumulation
          Account.....................................................................      $____________

C.        Pursuant to subsection 4.04(c)(ii):

          During the Rapid Amortization Period, Monthly Principal for such
          Transfer Date to be deposited to the Distribution Account for
          payment to the Class A Noteholders on the Distribution Date until
          an aggregate amount equal to the Class A Note Principal Balance
          has been so deposited.......................................................      $____________

D.        Pursuant to subsection 4.04(c)(iii):

          During the Rapid Amortization Period, after giving effect to
          Clause (C) above, if any remaining Monthly Principal, to be
          deposited into the Distribution Account for payment to the Class B
          Noteholders on the Distribution Date until an aggregate amount
          equal to the Class B Note Principal Balance has been
          so deposited................................................................      $____________

E.        Pursuant to subsection 4.04(c)(iv):

          During the Rapid Amortization Period, after giving effect to
          Clause (D) above, if any remaining Monthly Principal, to be
          deposited into the Distribution Account for payment to the Class C
          Noteholders, on the Distribution Date until an aggregate amount
          equal to the Class C Note Principal Balance has been
          so deposited................................................................      $____________

F.        Pursuant to subsection 4.04(c)(v):
</TABLE>

                                      B-3

<PAGE>

<TABLE>
<S>                                                                                         <C>
Available Principal Collections, if any, remaining after giving effect
to Clauses (B) through (E) above, to be treated
as Excess Principal Collections.........................................                    $____________
</TABLE>

         Pursuant to Section 4.06, Servicer does hereby instruct Indenture
Trustee (i) to make a withdrawal from the Principal Account on [         ] which
date is a Distribution Date under the Indenture Supplement, in an aggregate
amount (equal to the Available Principal Collections) as set forth below in
respect of the following amounts and (ii) to apply the proceeds of such
withdrawal in accordance with Section 4.06:

<TABLE>
<S>                                                                                         <C>
Reallocated Principal Collections, up to the amount required to
fund any deficiency pursuant to and in the priority set forth in
subsections 4.04(a)(i), (ii) and (iii) of the Indenture Supplement
(after application of amounts available from the Spread Account)
to be deposited to the Distribution Account for payment to the
Class A and Class B Noteholders or distributed to the Servicer........................      $____________
</TABLE>

         Pursuant to Section 4.09, Servicer does hereby instruct Indenture
Trustee to transfer from the Principal Accumulation Account to the Finance
Charge Account, the Principal Accumulation Investment Proceeds on deposit in the
Principal Accumulation Account for application as Available Finance Charge
Collections in the following amount and to deposit interest and earnings on
funds on deposit in the Principal Account, the Finance Charge Account and the
Distribution Account to an account designated by the Servicer:

<TABLE>
<S>                                                                                         <C>
From Principal Accumulation Account to Finance Charge Account                               $____________

Earnings on Principal Account, Finance Charge Account and Distribution
Account to the order of Servicer                                                            $____________
</TABLE>

         Pursuant to Section 4.10, Servicer does hereby instruct Indenture
Trustee to withdraw from the Reserve Account an amount equal to any Reserve
Account Surplus to be deposited into the Spread Account in accordance with
Section 4.10(e), in the following amount.

<TABLE>
<S>                                                                                         <C>
                                                                                            $____________
</TABLE>

         Pursuant to Section 4.12, Servicer does hereby instruct Indenture
Trustee to withdraw from the Spread Account an amount equal to a deficiency in
Class C Monthly Interest Payment up to the Available Spread Account Amount, in
the following amount.

<TABLE>
<S>                                                                                         <C>
                                                                                            $____________
</TABLE>

II.      INSTRUCTIONS TO MAKE CERTAIN PAYMENTS

         Pursuant to Section 5.02, Servicer does hereby instruct Indenture
Trustee or Paying Agent, as the case may be, to pay in accordance with Section
5.02 from the Distribution Account or the Principal Accumulation Account, as
applicable, on [        ], which date is a Distribution Date under the Indenture
Supplement, the following amounts:

<TABLE>
<S>                                                                                         <C>
A.        Pursuant to subsection 5.02(a):

(1)       Class A Noteholder's pro rata share of the amounts on deposit in
          the Distribution Account that are allocated and available on such
          Distribution Date to pay interest on the Class A Notes pursuant to
          the Indenture Supplement....................................................      $____________

(2)       Class A Noteholder's pro rata share of the amounts on deposit in
          the Distribution Account that are allocated and available on such
          Distribution Date to pay principal of the Class A Notes pursuant
          to the Indenture Supplement.................................................      $____________
</TABLE>

                                      B-4

<PAGE>

<TABLE>
<S>                                                                                         <C>
B.        Pursuant to subsection 5.02(b):

(1)       Class B Noteholder's pro rata share of the amounts on deposit in
          the Distribution Account that are allocated and available on such
          Distribution Date to pay interest on the Class B Notes pursuant to
          the Indenture Supplement....................................................      $____________

(2)       Class B Noteholder's pro rata share of the amounts on deposit in
          the Distribution Account that are allocated and available on such
          Distribution Date to pay principal of the Class B Notes pursuant
          to the Indenture Supplement.................................................      $____________

C.        Pursuant to subsection 5.02(c):

(1)       Class C Noteholder's pro rata share of the amounts on deposit in
          the Distribution Account that are allocated and available on such
          Distribution Date to pay interest of the Class C Notes pursuant to
          the Indenture Supplement, including amounts withdrawn
          from the Spread Account.....................................................      $____________

(2)       Class C Noteholder's pro rata share of the amounts on deposit in
          the Distribution Account that are allocated and available on such
          Distribution Date to pay principal on the Class C Notes pursuant
          to the Indenture Supplement.................................................      $____________
</TABLE>

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this [ ]
day of [              ], 200[ ].

                                       FIRST NATIONAL BANK OF OMAHA, as Servicer

                                       By_______________________________________
                                       Name_____________________________________
                                       Title____________________________________

                                      B-5
<PAGE>
                                    EXHIBIT C

                      FORM OF MONTHLY REPORT TO NOTEHOLDERS

                 FIRST NATIONAL MASTER NOTE TRUST SERIES 2003-2
                     MONTHLY PERIOD ENDING: ________________

         The undersigned, a duly authorized representative of First National
Bank of Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing
Agreement dated as of October 24, 2002 (as amended, the "Transfer and Servicing
Agreement") by and between FNBO, as Servicer, First National Funding LLC, as
Transferor, and First National Master Note Trust, as Issuer, does hereby certify
as follows:

(a) The rights of the Issuer under the Transfer and Servicing Agreement have
been assigned to The Bank of New York, as Indenture Trustee, under the Master
Indenture dated as of October 24, 2002 (the "Indenture"), by and between Issuer
and the Indenture Trustee, and acknowledged by Transferor and Servicer, as
supplemented by the Series 2003-2 Indenture Supplement, dated as of November 17,
2003, by and between Issuer and Indenture Trustee, and acknowledged by
Transferor and Servicer (the "Supplement"). Capitalized terms used in this
Certificate have their respective meanings set forth in the Transfer and
Servicing Agreement. References herein to certain sections and subsections are
references to the respective sections and subsections of the Transfer and
Servicing Agreement. This Certificate is delivered pursuant to Section 3.04 of
the Transfer and Servicing Agreement and Articles VIII and IX of the Indenture.

(b) FNBO is the Servicer under the Transferor and Servicing Agreement.

(c) The undersigned is a Servicing Officer.

(d) The date of this Certificate is the Determination Date relating to the
_________________ Distribution Date (the "Distribution Date").

(e) To the knowledge of the undersigned, there are no Liens on any Receivables
in the Trust except as described below:

    [If applicable, insert "None".]

(f) To the knowledge of the undersigned, no Series 2003-2 Pay Out Event and no
Trust Pay Out Event has occurred except as described below:

    [If applicable, insert "None"]

(g) As of the date hereof the Available Spread Account Amount equals the
Required Spread Account Amount and, if the Reserve Account Funding Date has
occurred, the Available Reserve Account Amount equals the Required Reserve
Account Amount.

<TABLE>
<S>                                                                                                              <C>
A.       INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES

         1.        Principal Receivables

                   (a)  Beginning of Monthly Period Principal Receivables                                        _________________

                   (b)  End of Monthly Period Principal Receivables                                              _________________

                   (c)  Average Principal Receivables                                                            _________________

           2.      End of Monthly Period Trust Receivables                                                       _________________

           3.      Delinquent Balances                                                                           _________________
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    DELINQUENCY                           AGGREGATE ACCOUNT                PERCENTAGE OF
     CATEGORY                                  BALANCE                   TOTAL RECEIVABLES
    -----------                           -----------------              -----------------
<S>                                       <C>                            <C>
(a) 30 to 59 days                         ________________________________________________
(b) 60 to 89 days                         ________________________________________________
(c) 90 to 119 days                        ________________________________________________
(d) 120 to 149 days                       ________________________________________________
(e) 150 or more days                      ________________________________________________
           Total:                         ________________________________________________
</TABLE>

<TABLE>
<S>                                                                                                      <C>
4.        Aggregate amount of Collections

          (a)   Total Collections                                                                        _________________

          (b)   Total Collections of Principal Receivables                                               _________________

          (c)   Total Collections of Finance Charge Receivables                                          _________________

          (d)   Aggregate Allocation Percentages for Outstanding Series                                  _________________

          (e)   Aggregate Allocation Percentage of Collections of Principal
                Receivables                                                                              _________________

          (f)   Aggregate Allocation Percentage of Collections of Finance Charge
                Receivables                                                                              _________________

5.        Aggregate amount of Principal Receivables in Accounts which became
          Defaulted Accounts during the Monthly Period                                                   _________________

6.        Calculation of Interchange allocable to the Issuer for the Monthly
          Period                                                                                         _________________

          (a)  Sales net of cash advances during the Monthly Period on all FNBO
               MasterCard and VISA(1) accounts                                                           _________________

          (b)  Sales net of cash advances during the Monthly Period on Accounts
               designated to the Receivables Trust                                                       _________________

          (c)  Total amount of Interchange paid or payable to FNBO with respect
               to the Monthly Period                                                                     _________________

          (d)  Amount of Interchange allocable to Series 2003-2 with
               respect to the Monthly Period ([c] multiplied by [b/a]
               multiplied by the Allocation Percentage for Finance
               Charge Collections)                                                                       _________________

          (e)  Servicer Interchange amount (1.5% of Collateral Amount at end of
               prior Monthly Period).                                                                    _________________

          (f)  Adjustment to Noteholder Servicing Fee (excess of (e) over (d))                           _________________

7.        The aggregate amount of Collections of Finance Charge Receivables for
          the Receivables Trust for the Monthly Period                                                   _________________

          (a)  Interchange                                                                               _________________

          (b)  Recoveries                                                                                _________________

          (c)  Finance Charges and Fees                                                                  _________________
</TABLE>

--------------------
(1) MasterCard and VISA are registered trademarks of MasterCard International
Incorporated and of VISA USA, Inc., respectively.


                                       C-2


<PAGE>

<TABLE>
<S>                                                                                                              <C>
                  (d)  Discount Receivables                                                                      _________________

                  Total                                                                                          _________________

        8.        Aggregate Uncovered Dilution Amount for the Monthly Period                                     _________________

B.      INFORMATION REGARDING THE SERIES 2003-2 NOTES

        1.        Collateral Amount at the close of business on the prior Distribution
                  Date                                                                                           _________________

                  (a)  Reductions due to Investor Charge-Offs (including Uncovered
                       Dilution Amounts) to be made on the related Distribution Date                             _________________

                  (b)  Reimbursements to be made on the related Distribution Date from
                       Available Finance Charge Collections                                                      _________________

                  (c)  Collateral Amount at the close of business on the Distribution
                       Date                                                                                      _________________

        2.        Note Principal Balance at the close of business on the Distribution
                  Date during the Monthly Period                                                                 _________________

                  (a)  Class A Note Principal Balance                                                            _________________

                  (b)  Class B Note Principal Balance                                                            _________________

                  (c)  Class C Note Principal Balance                                                            _________________

                  Total Note Principal Balance                                                                   _________________

        3.        Allocation Percentages for the Monthly Period                                                  _________________

                  (a)  Principal Collections                                                                     _________________

                  (b)  Finance Charge Collections                                                                _________________

                  (c)  Default Amounts                                                                           _________________

        4.        Investor Principal Collections processed during the Monthly Period and
                  allocated to the Series                                                                        _________________

        5.        Excess Principal Collections available from other Group I Series allocated to
                  the Series                                                                                     _________________

        6.        Aggregate amounts treated as Available Principal Collections pursuant
                  to subsections 4.04(a)(v) and (vi) of the related Indenture Supplement                         _________________

        7.        Reallocated Principal Collections (up to the Monthly Principal
                  Reallocation Amount) applied pursuant to Section 4.06 of the
                  related Indenture Supplement                                                                   _________________

        8.        AVAILABLE PRINCIPAL COLLECTIONS (4+5+6+7)                                                      _________________

        9.        Principal Accumulation Investment Proceeds                                                     _________________

        10.       Investor Finance Charge Collections (including Interchange and
                  Recoveries) processed during the Monthly Period                                                _________________
</TABLE>

                                       C-3

<PAGE>

<TABLE>
<S>                                                                                                      <C>
11.       Excess Finance Charge Collections from Group I allocated to the Series                         _________________

12.       Reserve Account withdrawals pursuant to Section 4.10(b) or (d) of
          the related Indenture Supplement                                                               _________________

13.       Excess amounts from Spread Account
          to be treated as Available Finance Charge Collections pursuant to
          Section 4.12(g) of the Indenture Supplement                                                    _________________

14.       AVAILABLE FINANCE CHARGE COLLECTIONS (9+10+11+12+13)                                           _________________

15.       Distributions of principal and interest to Noteholders on the
          Distribution Date:

          (a)  Class A Noteholders                                                                       _________________

          (b)  Class B Noteholders                                                                       _________________

          (c)  Class C Noteholders                                                                       _________________

16.       Distributions of principal to Noteholders on the Distribution Date:

          (a)  Class A Noteholders                                                                       _________________

          (b)  Class B Noteholders                                                                       _________________

          (c)  Class C Noteholders                                                                       _________________

17.       Distributions of interest to Noteholders on the Distribution Date:

          (a)  Class A Noteholders                                                                       _________________

          (b)  Class B Noteholders                                                                       _________________

          (c)  Class C Noteholders                                                                       _________________

18.       The aggregate amount of all Principal Receivables in Accounts
          which became Defaulted Accounts during the Monthly Period
          which were allocated to the Series:

          (a)  Default Amount                                                                            _________________

          (b)  Allocation Percentage (B.3.(c) above)                                                     _________________

          Total Investor Default Amount (axb)                                                            _________________

19.       The aggregate amount of Uncovered Dilution Amount allocated to the
          Series for the Monthly Period:

          (a)  Dilutions not covered by Transferor                                                       _________________

          (b)  Series Allocation Percentage (as defined in the related Indenture
               Supplement)

          (c)  Total Uncovered Dilution Amount                                                           _________________

20.       The aggregate amount of Investor Charge-Offs (including any Uncovered
          Dilution Amount not covered by the Transferor) for the Monthly Period                          _________________
</TABLE>

                                      C-4

<PAGE>

<TABLE>
<S>                                                                                                              <C>
        21.       Noteholder Servicing Fee for the Monthly Period payable to the
                  Servicer (after adjustment for Servicer Interchange shortfall, if any)                         _________________

        22.       Ratings of the Class A Notes
                  Moody's                                                                                        _________________
                  S&P                                                                                            _________________
                  Fitch                                                                                          _________________

        23.       Ratings of the Class B Notes
                  Moody's                                                                                        _________________
                  S&P                                                                                            _________________
                  Fitch                                                                                          _________________

        24.       Ratings of the Class C Notes
                  Moody's                                                                                        _________________
                  S&P                                                                                            _________________
                  Fitch                                                                                          _________________

        25.       Note Interest Rate for the Monthly Period

                  (a)  Class A Note Interest Rate                                                                _________________

                  (b)  Class B Note Interest Rate                                                                _________________

                  (c)  Class C Note Interest Rate                                                                _________________

C.      QUARTERLY NET YIELD

        1.        Base Rate for the Monthly Period                                                               _________________

        2.        Portfolio Yield for the Monthly Period (see "Portfolio Yield" definition,
                  which is adjusted for Investor Default Amount and Uncovered Dilution Amount)                   _________________

        3.        Net Yield for the Monthly Period (Portfolio Yield MINUS Base Rate)                             _________________

        4.        Quarterly Net Yield for the related Distribution Date                                          _________________

D.      INFORMATION REGARDING THE PRINCIPAL ACCUMULATION ACCOUNT

        1.        Opening Principal Accumulation Account Balance on the Distribution
                  Date for the Monthly Period                                                                    _________________

        2.        Controlled Deposit Amount to be deposited to the Principal
                  Accumulation Account on the Distribution Date for the Monthly Period

                  (a)  Controlled Accumulation Amount                                                            _________________

                  (b)  Accumulation Shortfall                                                                    _________________

                  (c)  Controlled Deposit Amount (a+b)                                                           _________________

        3.        Amounts withdrawn from the Principal Accumulation Account for
                  distribution to Noteholders on the related Distribution Date

                  (a)  Distribution in reduction of the Class A Notes                                            _________________

                  (b)  Distribution in reduction of the Class B Notes                                            _________________

                  (c)  Distribution in reduction of the Class C Notes                                            _________________
</TABLE>

                                      C-5

<PAGE>

<TABLE>
<S>                                                                                                              <C>
        4.        Principal Accumulation Account ending balance after deposit/withdrawal
                  on the Distribution Date for the Monthly Period                                                _________________

E.      INFORMATION REGARDING THE SPREAD ACCOUNT

        1.        Opening Available Spread Account Amount on the Distribution Date for
                  the Monthly Period                                                                             _________________

        2.        Aggregate amount required to be withdrawn pursuant to Section
                  4.12(c) of the related Indenture Supplement for distribution to
                  Class C Noteholders pursuant to Section 4.04(a)(iv) of the related
                  Indenture Supplement                                                                           _________________

        3.        Aggregate amount required to be withdrawn pursuant to Section
                  4.12(d) of the related Indenture Supplement for distribution in
                  reduction of the Class C Note Principal Balance                                                _________________

        4.        Spread Account Percentage for the Distribution Date for the Monthly
                  Period                                                                                         _________________

        5.        Closing Required Spread Account Amount for the Distribution Date for
                  the Monthly Period                                                                             _________________

        6.        Amount on deposit in Spread Account after required withdrawals on the
                  Distribution Date for the Monthly Period (1-(2+3))                                             _________________

        7.        Spread Account Deficiency, if any (5 MINUS 6)                                                  _________________

        8.        Amounts deposited pursuant to Section 4.04(a)(vii) or 4.10(e) of the
                  related Indenture Supplement                                                                   _________________

        9.        Remaining Spread Account Deficiency, if any (7 minus 8)                                        _________________

F.      INFORMATION REGARDING THE RESERVE ACCOUNT

        1.        Reserve Account Funding Date                                                                   _________________

        2.        Opening Available Reserve Account Amount on the Distribution Date for
                  the Monthly Period                                                                             _________________

        3.        Aggregate amount required to be withdrawn pursuant to Section 4.10(d)
                  of the related Indenture Supplement for inclusion in Available Finance
                  Charge Collections:

                  (a)  Covered Amount                                                                            _________________

                  (b)  Principal Accumulation Investment Proceeds                                                _________________

                  (c)  Reserve Draw Amount (a MINUS b)                                                           _________________

        4.        Required Reserve Account Amount                                                                _________________

        5.        Reserve Account Surplus (4-(2-3))                                                              _________________

G.      INFORMATION REGARDING ACCUMULATION PERIOD
        (REQUIRED ON AND AFTER [____] DISTRIBUTION DATE)

        1.        Accumulation Period Length (months)                                                            _________________
</TABLE>

                                      C-6

<PAGE>

IN WITNESS thereof, the undersigned has duly executed and delivered this
Certificate the [ ] day of [        ], 200[ ].

                                        FIRST NATIONAL BANK OF OMAHA, Servicer

                                        By______________________________________
                                        Name____________________________________
                                        Title___________________________________

                                      C-7

<PAGE>

                                    EXHIBIT D

                     FORM OF MONTHLY SERVICER'S CERTIFICATE

                          FIRST NATIONAL BANK OF OMAHA

                 FIRST NATIONAL MASTER NOTE TRUST, SERIES 2003-2

         The undersigned, a duly authorized representative of First National
Bank of Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing
Agreement, dated as of October 24, 2002 (as amended and supplemented, the
"Transfer and Servicing Agreement"), among First National Funding LLC, as
Transferor, First National Bank of Omaha, as Servicer and First National Master
Note Trust, as Issuer, does hereby certify as follows:

         1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Transfer and Servicing Agreement or the Master
Indenture dated as of October 24, 2002 (as amended or supplemented, the "Master
Indenture"), between Issuer and The Bank of New York, as indenture trustee
("Indenture Trustee") as supplemented by the Series 2003-2 Indenture Supplement,
dated as of November 17, 2003, between Issuer and Indenture Trustee (as amended
and supplemented, the "Indenture Supplement") and together with the Master
Indenture, the "Indenture"), as applicable.

         2. FNBO is, as of the date hereof, Servicer under the Transfer and
Servicing Agreement.

         3. The undersigned is an Authorized Officer of Servicer.

         4. This Certificate relates to the Distribution Date occurring on [  ],
2003.

         5. As of the date hereof, to the best knowledge of the undersigned,
Servicer has performed in all material respects all of its obligations under the
Transfer and Servicing Agreement and the Indenture through the Monthly Period
preceding such Distribution Date [or, if there has been a default in the
performance of any such obligation, set forth in detail the (i) nature of such
default, (ii) the action taken by Servicer, if any, to remedy such default and
(iii) the current status of each such default]; if applicable, insert "None".

         6. As of the date hereof, to the best knowledge of the undersigned, no
Pay Out Event occurred on or prior to such Distribution Date.

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this [ ] day of [      ], 200[ ].

                                       FIRST NATIONAL BANK OF OMAHA, as Servicer

                                       By______________________________________
                                       Name____________________________________
                                       Title___________________________________