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                                                                   Exhibit 4.1
                                                                EXECUTION COPY




                               AMENDMENT NUMBER 5
                                     TO THE
              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT


                  THIS AMENDMENT NUMBER 5 TO THE AMENDED AND RESTATED POOLING
AND SERVICING AGREEMENT, dated as of December 29, 2000, (this "Amendment") is
between FLEET BANK (RI), NATIONAL ASSOCIATION ("Fleet"), a national banking
association, as Seller and Servicer, and BANKERS TRUST COMPANY, as Trustee (the
"Trustee") under the Amended and Restated Pooling and Servicing Agreement, dated
as of December 1, 1993 (as amended by Amendment Number 1 to the Amended and
Restated Pooling and Servicing Agreement, dated as of July 1, 1994, as further
amended by Amendment Number 2 to the Amended and Restated Pooling and Servicing
Agreement, dated as of October 6, 1995, as further amended by Amendment Number 3
to the Amended and Restated Pooling and Servicing Agreement, dated as of
February 20, 1998, and as further amended by Amendment Number 4 to the Amended
and Restated Pooling and Servicing Agreement, dated as of May 14, 1999,and as
assigned by Advanta National Bank to Fleet pursuant to an Assignment and
Assumption Agreement, dated as of February 20, 1998, among Advanta National
Bank, Fleet, Fleet Credit Card, LLC and the Trustee, the "Pooling and Servicing
Agreement"), between Fleet, as Seller and Servicer, and Bankers Trust Company,
as Trustee for the Fleet Credit Card Master Trust II.

                                    RECITALS

                  WHEREAS, Fleet wishes to amend the Pooling and Servicing
Agreement as provided herein in accordance with Section 13.01(a) of the Pooling
and Servicing Agreement and the Trustee is willing to consent to such amendment
upon the terms provided for herein.

                  NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:

                  SECTION 1. Amendments to Section 1.01.


                  (a) The definition of "Bank Certificate" in Section 1.01 of
the Pooling and Servicing Agreement shall be and hereby is amended to read in
its entirety as follows:

                  "Bank Certificate" shall mean, if the Sellers elect to
         evidence their interest in the Sellers' Interest in certificated form
         pursuant to Section 6.01, a certificate executed by Fleet and
         authenticated by or on behalf of the Trustee, substantially in the form
         of Exhibit A, as the same may be modified in accordance with subsection
         2.08 (e); provided that in any Supplement, "Bank Certificate" shall
         mean either a certificate executed and delivered

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         by the Seller and authenticated by the Trustee substantially in the
         form of Exhibit A or the Sellers' uncertificated interest in the
         Sellers' Interest.

                  (b) The definition of "Certificateholder" or "Holder" in
Section 1.01 of the Pooling and Servicing Agreement shall be and hereby is
amended to read in its entirety as follows:

                  "Certificateholder" or "Holder" shall mean an Investor
         Certificateholder or, if used with respect to the Sellers' Interest, a
         Person in whose name a Seller Certificate is registered in the
         Certificate Register or a Person in whose name ownership of an
         uncertificated interest in the Sellers' Interest is recorded in the
         books and records of the Trustee.

                  (c) There is hereby added to Section 1.01 of the Pooling and
Servicing Agreement the following definition which shall be inserted in proper
alphabetical order in Section 1.01. The new definition shall read in its
entirety as follows:

                  "Holders of the Seller Certificates" shall mean all Holders of
         the Bank Certificate and/or the Supplemental Certificates, if any, and
         Holders of any uncertificated interests in the Sellers Interest and
         "Holder of a Seller Certificate" shall mean a Holder of the Bank
         Certificate or a Supplemental Certificate or a Holder of any
         uncertificated interest in the Sellers Interest.

                  (d) The definition of "Seller Certificates" in Section 1.01 of
the Pooling and Servicing Agreement shall be and hereby is amended to read in
its entirety as follows:

                  "Seller Certificates" shall mean, collectively, the Bank
         Certificate (including, when the term is used in connection with
         "Holder" or "Holders," any uncertificated interest of a Seller or
         Sellers in the Sellers Interest) and any outstanding Supplemental
         Certificates.

         SECTION 2. Amendment to Section 2.07. Subsection 2.07(c) of the Pooling
and Servicing Agreement shall be and hereby is amended to read in its entirety
as follows:

                  (c) Sellers' Interest. Except for the conveyances hereunder,
         in connection with any transaction permitted by Section 7.02 and as
         provided in Sections 2.08(e) and 6.03, such Seller agrees not to
         transfer, assign, exchange or otherwise convey or pledge, hypothecate
         or otherwise grant a security interest in the Sellers' Interest,
         whether in certificated form and represented by the Bank Certificate or
         in uncertificated form, or any Supplemental Certificate and any such
         attempted transfer, assignment, exchange, conveyance, pledge,
         hypothecation or grant shall be void.

                  Notwithstanding the foregoing paragraph, the Sellers may
         pledge, hypothecate or otherwise grant a security interest in the Bank
         Certificate (or any portion thereof) or in


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         any uncertificated interest of the Sellers in the Sellers' Interest (or
         any portion thereof) to the Federal Reserve Bank of Philadelphia and
         the Federal Home Loan Bank of Pittsburgh; provided, however, that such
         pledge, hypothecation, or grant may not be used as an artifice or
         device to avoid or limit the foregoing prohibition on transfer;
         provided further that under no circumstances may the Sellers pledge,
         hypothecate, or otherwise grant a security interest in any of their
         rights in the Sellers' Interest other than the right to receive cash
         payments in respect of such Sellers' Interest as provided in this
         Agreement or any Supplement.

                  SECTION 3. Amendment to Section 2.08. Subsection 2.08(e) of
the Pooling and Servicing Agreement shall be and hereby is amended to read in
its entirety as follows:

                  (e) Additional Sellers. Fleet may designate Affiliates of
         Fleet to be included as Sellers ("Additional Sellers") under this
         Agreement by an amendment hereto pursuant to subsection 13.01(a). In
         connection with such designation, if the interest of the Sellers in the
         Sellers Interest is evidenced by the Bank Certificate, the Sellers
         shall surrender the Bank Certificate to the Trustee, in exchange for a
         newly issued Bank Certificate modified to reflect such Additional
         Seller's interest. If the interest of the Sellers in the Sellers
         Interest is in uncertificated, then, in connection with the designation
         of an Additional Seller, Fleet shall instruct the Trustee in writing to
         register the Additional Seller as the owner of the appropriate interest
         in the Sellers' Interest on the books and records of the Trust. Prior
         to any such designation and exchange or transfer of interests the
         conditions set forth in subsection 6.03(c) or 6.03(d), as applicable,
         shall have been satisfied with respect thereto.

                  SECTION 4. Amendment to Section 4.01. The last sentence of
Section 4.01 of the Pooling and Servicing Agreement shall be and hereby is
amended to read in its entirety as follows:

                  The Seller Certificates shall represent the ownership interest
                  in the remainder of the Trust Assets not allocated pursuant to
                  this Agreement or any Supplement to the Certificateholders'
                  Interest, including the right to receive Collections with
                  respect to the Receivables and other amounts at the times and
                  in the amounts specified in this Agreement or any Supplement
                  to be paid to the Holders of the Seller Certificates (the
                  "Sellers' Interest"); provided, however, that if the Sellers
                  elect to have the interest of the Sellers in the Sellers'
                  Interest be uncertificated, then such uncertificated interest,
                  together with any Supplemental Certificates shall represent
                  the "Sellers' Interest;" provided, further, that neither the
                  Seller Certificates nor any uncertificated interest in the
                  Sellers' Interest shall represent any interest in the
                  Collection Account, the Excess Funding Account, any Series
                  Account or any Series Enhancement, except as specifically
                  provided in this Agreement or any Supplement; and provided
                  further, that the foregoing shall not be construed to limit
                  the Trustee's obligations to make payments to the Holders of
                  the Seller Certificates (which shall include Holders of any
                  uncertificated interest


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                  in the Sellers Interest), the Sellers and the Servicer as and
                  when required under this Agreement and any Supplement.

                  SECTION 5. Amendment to Section 4.03. Subsection 4.03(b) of
the Pooling and Servicing Agreement shall be and hereby is amended to read in
its entirety as follows:

                  (b) Allocations for the Sellers' Interest. Throughout the
         existence of the Trust, unless otherwise stated in any Supplement, the
         Servicer shall allocate to the Holders of the Sellers' Interest,
         including the Holders of any Seller Certificates and the Holders of any
         uncertificated interest in the Sellers' Interest an amount equal to the
         product of (A) the Seller Percentage and (B) the aggregate amount of
         such Collections allocated to Principal Receivables and Finance Charge
         Receivables, respectively, in respect of each Monthly Period.
         Notwithstanding anything in this Agreement to the contrary, unless
         otherwise stated in any Supplement, the Servicer need not deposit this
         amount or any other amounts so allocated to the Sellers' Interest
         pursuant to any Supplement into the Collection Account and shall pay,
         or be deemed to pay, such amounts as collected to the Holders of the
         Sellers' Interest.

                  SECTION 6. Amendment to Section 6.01. Section 6.01 of the
Pooling and Servicing Agreement shall be and hereby is amended to read in its
entirety as follows:

                  Section 6.01. The Certificates and Uncertificated Interests.
         The Investor Certificates of any Series or Class may be issued in
         bearer form ("Bearer Certificates") with attached interest coupons and
         any other applicable coupon (collectively, the "Coupons") or in fully
         registered form ("Registered Certificates") and shall be substantially
         in the form of the exhibits with respect thereto attached to the
         applicable Supplement. The Sellers may elect at any time, by written
         notice to the Trustee, to have their interest in the Sellers' Interest
         (i) be in the form of an uncertificated interest or (ii) be evidenced
         by the Bank Certificate. If the Sellers elect to have their interest in
         the Sellers' Interest be an uncertificated interest, the Sellers shall
         deliver to the Trustee for cancellation the Bank Certificate previously
         issued to the Sellers. If the Sellers elect to have their interest in
         the Sellers' Interest be in certificated form, the Bank Certificate
         will be issued in registered form, substantially in the form of Exhibit
         A, and shall upon issue be executed and delivered by Fleet to the
         Trustee for authentication and redelivery as provided in Section 6.02.

                  The Trustee shall keep, with the books and records of the
         Trust, a register in book-entry form, of each Person owning any
         uncertificated interest in the Sellers' Interest.

                  Except as otherwise provided in Section 6.03 or in any
         Supplement, Bearer Certificates shall be issued in minimum
         denominations of $100,000 and Registered Certificates shall be issued
         in minimum denominations of $1,000 and in integral multiples of $1,000
         in excess thereof. If specified in any Supplement, the Investor
         Certificates of any Series or Class shall be issued upon initial
         issuance as a single


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         certificate evidencing the aggregate original principal amount of such
         Series or Class as described in Section 6.13. If the Sellers' interest
         in the Sellers' Interest is in certificated form, it shall be in the
         form of the Bank Certificate and the Bank Certificate shall be a single
         certificate and shall initially represent the entire Sellers' Interest.

                  Each Certificate shall be executed by manual or facsimile
         signature on behalf of Fleet by its respective President or any Vice
         President. Certificates bearing the manual or facsimile signature of an
         individual who was, at the time when such signature was affixed,
         authorized to sign on behalf of Fleet shall not be rendered invalid,
         notwithstanding that such individual ceased to be so authorized prior
         to the authentication and delivery of such Certificates or does not
         hold such office at the date of such Certificates. No Certificates
         shall be entitled to any benefit under this Agreement, or be valid for
         any purpose, unless there appears on such Certificate a certificate of
         authentication substantially in the form provided for herein executed
         by or on behalf of the Trustee by the manual signature of a duly
         authorized signatory, and such certificate upon any Certificate shall
         be conclusive evidence, and the only evidence, that such Certificate
         has been duly authenticated and delivered hereunder. Bearer
         Certificates shall be dated the related Closing Date. All Registered
         Certificates and Seller Certificates shall be dated the date of their
         authentication.

                  SECTION 7. Amendment of Section 6.03. Subsections 6.03 (c) and
6.03 (d) of the Pooling and Servicing Agreement shall be and hereby are amended
to read in their entireties as follows:

                  (c) If the Sellers elect to have their interest in the
         Sellers' Interest evidenced by the Bank Certificate as provided in
         Section 6.01 hereof, then the Sellers may surrender the Bank
         Certificate to the Trustee in exchange for a newly issued Bank
         Certificate and one or more additional certificates (each a
         "Supplemental Certificate"), the terms of which shall be defined in a
         supplement to this Agreement (which supplement shall be subject to
         subsection 13.01(a) only to the extent that it amends any of the terms
         of this Agreement), to be delivered to or upon the order of the Sellers
         (or the Holder of a Supplemental Certificate, in the case of the
         transfer or exchange thereof, as provided below), upon satisfaction of
         the conditions set forth in clauses (i), (ii) and (iii) of the second
         following paragraph.

                  If the Sellers elect to have their interest in the Sellers'
         Interest be in uncertificated form, then the Sellers may assign a
         portion of the Sellers Interest to another Person and direct that, with
         respect to the interest transferred, a Supplemental Certificate be
         issued in accordance with the requirements and subject to the
         satisfaction of the conditions set forth in clauses (i), (ii) and (iii)
         of the next following paragraph and the Sellers shall instruct the
         Trustee in writing to register such assignment and the issuance of the
         Supplemental Certificates on the books and records of the Trust.


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                  If any Seller elects to exchange all or a portion of its
         interest in the Sellers' Interest for a Supplemental Certificate in
         accordance with this subsection 6.03(c), the following conditions must
         be satisfied:

                           (i) The Sellers shall have given written notice to
                  each Rating Agency of such exchange;

                           (ii) the Seller Amount (excluding the interest
                  represented by any Supplemental Certificate) shall not be less
                  than 2% of the total amount of Principal Receivables as of the
                  date of, and after giving effect to, such exchange; and

                           (iii) if any Series of Investor Certificates are
                  outstanding that were characterized as debt at the time of
                  their issuance, the Sellers shall have delivered to the
                  Trustee and each Rating Agency a Tax Opinion, dated the date
                  of such exchange (or transfer or exchange as provided below),
                  with respect thereto.

                  Any Supplemental Certificate may be transferred or exchanged
         only upon satisfaction of the conditions set forth in clauses (ii) and
         (iii) above in the preceding paragraph.

                  (d) The Bank Certificate (or any interest therein) or the
         uncertificated interest of the Sellers in the Sellers' Interest (or any
         interest therein) may be transferred to a Person which is a member of
         the "affiliated group" of which FleetBoston Financial Corporation is
         the "common parent" (as such terms are defined in Section 1504(a) of
         the Code); provided that (i) if any Series of Investor Certificates are
         outstanding that were characterized as debt at the time of their
         issuance, the Sellers shall have delivered to the Trustee and each
         Rating Agency a Tax Opinion, dated the date of such transfer, with
         respect thereto, and (ii) any such transferee shall be deemed to be a
         "Seller" for purposes of Sections 7.04 and 9.02.

                  SECTION 8. Amendment of Section 12.03. Section 12.03 of the
Pooling and Servicing Agreement shall be and hereby is amended to read in its
entirety as follows:

                  Section 12.03. Sellers' Termination Rights. Upon the
         termination of the Trust pursuant to Section 12.01 and, if any part of
         the Sellers' Interest is then evidenced by a certificate or
         certificates, the surrender of such certificate or certificates, the
         Trustee shall sell, assign and convey to the Holders of the Sellers'
         Interest or their designee, without recourse, representation or
         warranty, all right, title and interest of the Trust in the
         Receivables, whether then existing or thereafter created, all moneys
         due or to become due and all amounts received with respect thereto and
         all proceeds thereof, except for amounts held by the Trustee pursuant
         to Section 12.02(b). The Trustee shall execute and deliver such
         instruments of transfer and assignment, in each case without recourse,
         as shall be reasonably requested by the Holders of the Sellers'
         Interest to vest in the Holders


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         of the Sellers' Interest or their designee all right, title and
         interest which the Trust had in the Receivables and such other related
         assets.

                  SECTION 9. Effectiveness. The amendments provided for by this
Amendment shall become effective on the date (the "Effective Date") that each of
the following events occur:


                  (a) Fleet shall have delivered to the Trustee an Officer's
         Certificate from Fleet stating that Fleet reasonably believes that the
         execution and delivery of this Amendment will not have an Adverse
         Effect.

                  (b) Fleet shall have received from each Rating Agency written
         confirmation that the execution and delivery of this Amendment will not
         result in the reduction or withdrawal of its current rating of any
         outstanding Series or Class of Investor Certificates.

                  (c) Each of the parties hereto shall have received
         counterparts of this Amendment, duly executed by each of the parties
         hereto.

                  SECTION 10. Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended hereby, all of the terms and
conditions of the Pooling and Servicing Agreement shall remain in full force and
effect. All references to the Pooling and Servicing Agreement in any other
document or instrument shall be deemed to mean such Pooling and Servicing
Agreement as amended by this Amendment. This Amendment shall not constitute a
novation of the Pooling and Servicing Agreement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Pooling and Servicing Agreement, as amended by this
Amendment, as though the terms and obligations of the Pooling and Servicing
Agreement were set forth herein.

                  SECTION 11. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.

                  SECTION 12. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Pooling and Servicing Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.

                                      FLEET BANK (RI), NATIONAL ASSOCIATION,
                                      Seller and Servicer


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



                                      BANKERS TRUST COMPANY,
                                      Trustee


                                      By:  /s/ Peter Becker
                                           ---------------------------------
                                           Name:  Peter Becker
                                           Title: Assistant Vice President



                    [Signature Page to Amendment No. 5 to the
              Amended and Restated Pooling and Servicing Agreement]