<PAGE>

                                                                     EXHIBIT 4.2

================================================================================

                      SERIES [200_-_] INDENTURE SUPPLEMENT
                             Dated as of [ ], 200[ ]

                                       to

                                MASTER INDENTURE
                              Dated as of [ ], 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

================================================================================
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                                TABLE OF CONTENTS

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                                                    ARTICLE I

CREATION OF THE SERIES [200_-_] NOTES...........................................................................4

                                                    ARTICLE II

DEFINITIONS.....................................................................................................4

                                                   ARTICLE III

                                             NOTEHOLDER SERVICING FEE

Section 3.01. Servicing Compensation...........................................................................14

                                                    ARTICLE IV

                                     RIGHTS OF NOTEHOLDERS AND ALLOCATION AND
                                            APPLICATION OF COLLECTIONS

Section 4.01. Collections and Allocations......................................................................14
Section 4.02. Determination of Monthly Interest................................................................15
Section 4.03. Determination of Monthly Principal...............................................................16
Section 4.04. Application of Available Finance Charge Collections and Available Principal Collections..........16
Section 4.05. Investor Charge-Offs.............................................................................18
Section 4.06. Reallocated Principal Collections................................................................18
Section 4.07. Excess Finance Charge Collections................................................................19
Section 4.08. Excess Principal Collections.....................................................................19
Section 4.09. Certain Series Accounts..........................................................................19
Section 4.10. Reserve Account..................................................................................20
[Section 4.11. Cash Collateral Account.........................................................................21
Section 4.12. Spread Account...................................................................................22
Section 4.13. Investment Instructions..........................................................................23
Section 4.14. Accumulation Period..............................................................................24
Section 4.15 Suspension of Accumulation Period.................................................................24
[Section 4.16. Determination of Libor.........................................................................25]
Section 4.17 Interchange.......................................................................................25
[Section 4.18. Foreign Accounts...............................................................................26]
[Section 4.19. Pre-Funding Account............................................................................26]

                                                    ARTICLE V

                             DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS

Section 5.01. Delivery and Payment for the Notes...............................................................27
Section 5.02. Distributions....................................................................................27
Section 5.03. Reports and Statements to Noteholders............................................................28

                                                    ARTICLE VI

SERIES [200_-_] PAY OUT EVENTS.................................................................................28

                                                   ARTICLE VII

                               REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION

Section 7.01. Optional Redemption of Series [200_-_] Notes; Final Distributions................................29
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                                       2
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Section 7.02. Series Termination...............................................................................30

                                                   ARTICLE VIII

                                             MISCELLANEOUS PROVISIONS

Section 8.01. Ratification of Indenture; Amendments............................................................30
Section 8.02. Form of Delivery of the Series [200_-_] Notes....................................................30
Section 8.03. Counterparts.....................................................................................30
Section 8.04. Governing Law....................................................................................30
Section 8.05. Limitation of Liability..........................................................................30
Section 8.06. Rights of Indenture Trustee......................................................................31
Section 8.07. Additional Requirements for Registration of and Limitations on Transfer and Exchange of Notes....31
</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 A-4             ALTERNATE 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

                                       3
<PAGE>
                      SERIES [200_-_] INDENTURE SUPPLEMENT

      SERIES [200_-_] INDENTURE SUPPLEMENT, dated as of [ ], 200[ ] (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 [200_-_] 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 [200_-_]" or the "Series [200_-_] Notes." The
Series [200_-_] Notes shall be issued in three Classes, known as the "Class A
[Floating Rate] Asset Backed Notes, Series [200_-_]," the "Class B [Floating
Rate] Asset Backed Notes, Series [200_-_]," and the "Class C [Floating Rate]
Asset Backed Notes, Series [200_-_]."

      [Series [200_-_] shall be included in Group One and shall be a Principal
Sharing Series. Series [200_-_] shall be an Excess Allocation Series with
respect to Group One only. Series [200_-_] shall not be subordinated to any
other Series. Series [200_-_] shall [not] be a Paired Series [with 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;

                                       4
<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 [200_-_] 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 [200_-_]; 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 Series under (and as defined in) the
            Pooling and Servicing Agreement (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 Cash Collateral Amount" means, with respect to any Transfer
Date, an amount equal to the lesser of (a) the amount on deposit in the Cash
Collateral Account (before giving effect to any deposit to, or withdrawal from,
the Cash Collateral Account made or to be made with respect to such date) and
(b) the Required Cash Collateral Amount for such Transfer 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 [200_-_] 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, [Pre-Funding Account,] [Cash
Collateral Account], [Spread Account] and Excess Funding Account to be treated
as Available Finance Charge Collections on the related Transfer Date pursuant to
subsections 4.10(b) or (d), [4.11], 4.12(g) and [4.19(b)] 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.

      ["Cash Collateral Account" is defined in Section 4.11(a).]

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

                                       5
<PAGE>
      "Class A Interest Shortfall" is defined in subsection 4.02(a).

      ["Class [A/B] Expected Principal Payment Date" means [ ].]

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

      "Class A Note Initial Principal Balance" means $[ ].

      "Class A Note Interest Rate" means a per annum rate of [ ]% [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
[sum of (a)] Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a), [and (b) any amount withdrawn from the Cash
Collateral Account and applied to pay such amount pursuant to subsection
4.11(c).]

      "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 $[ ].

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

      "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
[sum of (a)] Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a), [and (b) any amount withdrawn from the Cash
Collateral Account and applied to pay such amount pursuant to subsection
4.11(c).]

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

      ["Class C Expected Principal Payment Date" means [ ].]

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

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

                                       6
<PAGE>
      "Class C Note Initial Principal Balance" means $[ ].

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

      "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 Note Purchase Agreement" means the Note Purchase Agreement,
dated as of [ ], 200[ ], between First National Bank of Omaha, Transferor, and
the initial purchaser of the Class C Notes.]

      "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 [ ], 200[ ].

      "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 [200_-_] 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-[ ] 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 [ ] 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 [ ], 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] [the actual number of days in
such Interest Period] 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
the actual number of days in such Interest Period 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.

                                       7
<PAGE>
      ["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 [ ] 15, 200[ ] 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 and the excess of the market rate servicing fee
percentage determined by Indenture Trustee over the Series Servicing Fee
Percentage. 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 [ ], 2[ ].]

      "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.]

      ["Funding Period" means the period commencing on the Closing Date and
ending upon the first to occur of (x) the commencement of the Rapid Amortization
Period, (y) the date on which the Collateral Amount equals the Note Principal
Balance and (z) [___________], 200[__].]

      "Group One" means Series [200_-_], the outstanding PSA Series (other than
any Series represented by the Collateral Certificate) and each other Series
hereafter specified in the related Indenture Supplement to be included in Group
One.

      "Initial Collateral Amount" means $[ ].

      ["Initial Pre-Funded Amount" means $[____________].]

      "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.

                                       8
<PAGE>
      "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) [ ], 200[ ] for the period from and
including the Closing Date through and including [ ], 200[ ] and (ii) the second
London Business Day prior to the commencement of the second and each subsequent
Interest Period.]

      ["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 [ ]
200[ ] Distribution Date shall mean the period from and including the Closing
Date to and including the last day of [ ] 200[ ].

      "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) [ ]% 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) [ ]% 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 [200_-_]
(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.

                                       9
<PAGE>
      "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 [Cash Collateral Account,] [the
Spread Account,] [or] [the Pre-Funding Account,] except that Excess Finance
Charge Collections from other Series applied for the benefit of Series [200_-_]
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.

      ["Pre-Funded Amount" means, as of any date of determination, the amount on
deposit in the Pre-Funding Account (net of all interest and other investment
income).]

      ["Pre-Funding Account" is defined in subsection 4.19(a).]

      ["Pre-Funding Investment Proceeds" means, with respect to each Transfer
Date, the investment earnings on funds in the Pre-Funding Account (net of
investment expenses and losses) for the period from and including the
immediately preceding Transfer Date (or, in the case of the first Transfer Date,
from and including the Closing Date) to but excluding such Transfer Date.]

      "Principal Account" is defined in Section 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.

      ["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 [Class A/B] 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 [excluding the Class C
Note Initial Principal Balance]) [and a further deposit into the Principal
Accumulation Account on the Class C Expected Principal Payment Date in an amount
equal to the Class C Note Initial Principal Balance.]

      "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 [ ] 200[ ] and [ ] 200[ ] Distribution Dates, the Net Yields for [ ] and [ ]
200[ ] shall be deemed to be [ ]% and [ ]%, respectively.

      "Rapid Amortization Period" means the period commencing on the date on
which a Trust Pay Out Event or a Series [200_-_] Pay Out Event is deemed to
occur and ending on the Series Termination Date.

                                       10
<PAGE>
      "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 [200 - ]
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 [200_-_] Noteholders on a prior Distribution Date.

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

      ["Required Cash Collateral Amount" means, for any Transfer Date, the
greatest of (a) an amount equal to [ ]% of the Collateral Amount (after taking
into account deposits to the Principal Accumulation Account on such Transfer
Date and payments to be made on the related Distribution Date), (b) $[ ] and (c)
for any Transfer Date occurring on or after the commencement of the Rapid
Amortization Period, an amount equal to [ ]% of the Collateral Amount as of the
close of business on the last day of the Revolving Period; provided that the
Required Cash Collateral Amount will never exceed the Note Principal Balance,
minus the Principal Accumulation Account Balance (after taking into account
deposits to the Principal Accumulation Account on such Transfer Date and
payments to be made on the related Distribution Date); and provided, further,
that Transferor may reduce the Required Cash Collateral Amount at any time if
Indenture Trustee has been provided evidence that the Rating Agency Condition
has been satisfied.]

      ["Required Draw Amount" is defined in subsection 4.11(c).]

      "Required Reserve Account Amount" means, for any Transfer Date on or after
the Reserve Account Funding Date, an amount equal to (a) [ ]% 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 [200_-_].

      "Required Retained Transferor Percentage" means, for purposes of Series
[200_-_], [ ]%.

      "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).

      "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 [ ] 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 [ ]%, 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 [ ] months prior to the
commencement of the Accumulation Period; (c) the first Transfer Date for which
the Quarterly Net Yield is less than [ ]%, 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 [ ] months prior to the
commencement of the Accumulation Period; and (d) the first Transfer Date for
which the Quarterly Net Yield is less than [ ]%, 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 [ ] 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 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

                                       11
<PAGE>
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 [Class A/B] Expected Principal Payment Date [and the Class C
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 [ , 200 ] 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 [200_-_]" means the Series of Notes the terms of which are
specified in this Indenture Supplement.

      "Series [200_-_] Final Maturity Date" means the [ ] 200[ ] Distribution
Date.

      "Series [200_-_] Note" means a Class A Note, a Class B Note or a Class C
Note.

      "Series [200_-_] Noteholder" means a Class A Noteholder, a Class B
Noteholder or a Class C Noteholder.

      "Series [200_-_] Pay Out Event" is defined in Section 6.01.

      "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 [200_-_] 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.

                                       12
<PAGE>
      "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 [200_-_] Final Maturity
Date.

      "Servicer Interchange" means, with respect to any Monthly Period, an
amount equal to one-twelfth of the product of (a) [1.00%] and (b) the Collateral
Amount as of the last day of the preceding Monthly Period; provided, however,
that Servicer Interchange for the [ ] 200[ ] Distribution Date shall be $[ ].

      "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 [(a)] the Available Finance Charge Collections applied to pay such amount
pursuant to subsection 4.04(a) [and (b) any amount withdrawn from the Cash
Collateral Account and applied to pay such amount pursuant to subsection
4.11(c).]

      "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" [is defined in the Class C Note Purchase
Agreement] [means, for any Distribution Date, the applicable percentage
determined as follows:

<TABLE>
<CAPTION>
        If the Quarterly Net Yield                    then the Spread
       on such Distribution Date is                      Account
                                                      Percentage will
                                                          equal:
 greater than or equal
          to:                 and less than:
--------------------------------------------------------------------------------
<S>                           <C>                     <C>
         [ ]%                                              [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
         [ ]%                      [ ]%                    [ ]%
                                   [ ]%                    [ ]%
</TABLE>

The Initial Spread Account Percentage shall be [ ]%. 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).]


    "Uncovered Dilution Amount" means an amount (not less than zero) 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(a) 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 the deposit
referred to in clause (y) is required to be made, the Uncovered Dilution Amount
shall be reduced by the amount of the Transferor Interest.


    Each capitalized term defined herein shall relate to the Series [200 - ]
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.

                                       13
<PAGE>
      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 [200_-_] 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 $[ ];
provided, further, that if Transferor 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
[200_-_] 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 [200_-_] 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 [200_-_] as set forth in this Article.

            (b) On each Date of Processing, Servicer shall allocate to the
      Series [200_-_] Noteholders the following amounts as set forth below:

                  (i) Allocations of Finance Charge Collections. Servicer shall
            allocate to the Series [200_-_] 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 [200_-_] Noteholders the following amounts as
            set forth below:

                  (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 [200_-_] 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 [200_-_] 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.

                                       14
<PAGE>
                  (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 [200_-_] 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 [200_-_] 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 [200_-_] 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 [ ]% 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 [________]% 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.

      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 [30] [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 [30] [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

                                       15
<PAGE>
    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] [the actual number of
    days in the related Interest Period] 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] [the actual number of
    days in the related Interest Period] 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] [the actual number of
    days in the related Interest Period] 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] [the actual number of
    days in the related Interest Period] 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 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:

                                       16
<PAGE>
            (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) [(A) an amount equal to the excess, if any, of the
            Required Cash Collateral Amount over the Available Cash Collateral
            Amount shall be deposited into the Cash Collateral Account and then
            (B)] 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;

                  (ix) [an amount equal to any other payments owed to the Class
            C Noteholders under the Class C Note Purchase Agreement shall be
            paid to the Class C Noteholders]; and

                  (x) 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.

                                       17
<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 Class A/B 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
      Class C 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 [and
the amount withdrawn from the Cash Collateral Account] allocated with respect
thereto pursuant to subsection 4.04(a)(v) [and 4.11(c), respectively,] 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,
Servicer shall apply, or shall instruct Indenture Trustee in writing to apply,
Reallocated Principal Collections with respect to that Transfer Date, to fund
any deficiency pursuant to and in the priority set forth in subsections
4.04(a)(i), (ii) and (iii)[, after giving effect to any withdrawal from the Cash
Collateral Account to cover such payments]. On each Transfer Date, the
Collateral Amount shall be reduced by the amount of Reallocated Principal
Collections for such Transfer Date.

                                       18
<PAGE>
      SECTION 4.07. EXCESS FINANCE CHARGE COLLECTIONS. [Series [200_-_] 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 [200_-_] 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
[200_-_] 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 [200_-_] 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 (xi) 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 [200_-_] in accordance with this Section 4.07, without
regard to whether the RaFing 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 [200_-_] 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 [200_-_]
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 [200_-_] 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 [200_-_] 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 [200_-_]
      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 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

                                       19
<PAGE>
      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 Cash Collateral
      Account,] [the Pre-Funding Account,] the Reserve Account and the Spread
      Account are hereby designated as the Series Accounts for the Series [200_-
      _] Notes.

            (d) Indenture Trustee shall hold such of the Permitted Investments
      of funds in any Series Account (including the Reserve Account, Spread
      Account [Cash Collateral Account and Pre-Funding 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(c),
      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 [200_-_] 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 [200_-_] 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 the benefit of the Series [200_-_] Noteholders. If at any time the
      institution holding the Reserve Account ceases to be a Qualified

                                       20
<PAGE>
      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 Class A/B 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
      [200_-_] 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. CASH COLLATERAL 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 [200_-_] Noteholders, a
      segregated trust account (the "Cash Collateral Account"), bearing a
      designation clearly indicating that the funds deposited therein are held
      for the benefit of the Series [200_-_] Noteholders. Indenture Trustee
      shall possess all right, title and interest in all funds on deposit from
      time to time in the Cash Collateral Account and in all proceeds thereof.
      The Cash Collateral Account shall be under the sole dominion and control
      of Indenture Trustee for the benefit of the Series [200_-_] Noteholders.
      If at any time the institution holding the Cash Collateral

                                       21
<PAGE>
      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 Cash Collateral Account meeting the conditions specified
      above with a Qualified Institution, and shall transfer any cash and any
      investments to such new Cash Collateral Account.

            (b) On the Closing Date, Transferor shall deposit $[ ] in
      immediately available funds into the Cash Collateral Account. Funds on
      deposit in the Cash Collateral Account shall be invested at the written
      direction of Servicer by Indenture Trustee in Permitted Investments. Funds
      on deposit in the Cash Collateral Account on any Transfer Date, after
      giving effect to any withdrawals from the Cash Collateral 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 Cash Collateral Account shall be retained in the Cash
      Collateral Account (to the extent that the Available Cash Collateral
      Amount is less than the Required Cash Collateral 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 Cash
      Collateral Account for any reason under this Indenture Supplement, except
      as otherwise provided in the preceding sentence, interest and earnings on
      such funds shall be deemed not to be available or on deposit.

            (c) On each Determination Date, Servicer shall calculate the amount
      (the "Required Draw Amount") by which the sum of the amounts required to
      be distributed or deposited pursuant to subsections 4.04(a)(i) through (v)
      with respect to the related Transfer Date exceeds the amount of Available
      Finance Charge Collections with respect to the related Monthly Period. If
      the Required Draw Amount for any Transfer Date is greater than zero,
      Servicer shall give written notice to Indenture Trustee of such positive
      Required Draw Amount on the related Determination Date. On the related
      Transfer Date, the Required Draw Amount, if any, up to the Available Cash
      Collateral Amount, shall be withdrawn from the Cash Collateral Account and
      distributed to fund any deficiency pursuant to subsections 4.04(a)(i)
      through (v) (in the order of priority set forth in Section 4.04(a)).

            (d) If, after giving effect to all deposits to and withdrawals from
      the Cash Collateral Account with respect to any Transfer Date, the amount
      on deposit in the Cash Collateral Account exceeds the Required Cash
      Collateral Amount, Indenture Trustee acting in accordance with the
      instructions of Servicer, shall withdraw an amount equal to such excess
      from the Cash Collateral Account 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 such
      amounts remaining after application pursuant to subsection 4.11(d) to
      Transferor.]

      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 Transferor
      Interest, a segregated 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 [make no] 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

                                       22
<PAGE>
      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 [200_-_] 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 [and the amount, if any, withdrawn from the
      Cash Collateral Account available for deposit into the Distribution
      Account] pursuant to subsection[s] 4.04(a)(iv) [and 4.11(c),
      respectively,] 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 [200_-_] 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 [200_-_] and acceleration of the maturity of the Series
      [200_-_] 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)(vii) up to the amount of the Spread Account Deficiency
      and, if such 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)(vii).

            (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

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<PAGE>
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 [_______], 200[_]; provided that if the
Accumulation Period Length (determined as described below) on any Determination
Date on or after the [______________] Determination Date is less than [__]
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 [Class A/B] 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 [___________] month[s], (ii) such
determination of the Accumulation Period Length shall be made on each
Determination Date on and after the [________, 20__] 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 [Class A Notes
and the Class B Notes] [the Series 200_-_ Notes] on the [Class A/B] Expected
Principal Payment Date is expected to equal or exceed the sum of the Class A
Note Principal Balance [and 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 [___] 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 [_______]
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 [Class A/B] 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 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 [200_-_] 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 [200_-_] 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
      [200_-_] Noteholders.

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<PAGE>


            (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)] [Class A/B Expected Principal Payment Date an amount equal to
      the initial Note Principal Balance (excluding the Class C Note Initial
      Principal Balance and reduced by any amount on deposit in the Principal
      Accumulation Account) and a further deposit into the Principal
      Accumulation Account on or before the Class C Expected Principal Payment
      Date in an amount equal to the Class C Note Principal Balance]; 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 [Class A/B] Expected
      Principal Payment Date [and the Class C Expected Principal Payment Date,
      respectively,] 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 [Class A/B] 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 [Class A/B] [Class C] 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
      [_____________], 20[__], (ii) the date to which the commencement of the
      Accumulation Period is postponed pursuant to Section 4.l4 (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 [Class A/B] [Class C] 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 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 [200_-_] 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.]


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<PAGE>
      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
[200_-_] 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 [200_-_] 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 [200_-_] 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 [200_-_], 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 [200_-_] Notes to the extent specified in any such
Indenture Supplement) and the Series [200_-_] 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 [200_-_] 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.]

      [SECTION 4.19. PRE-FUNDING ACCOUNT.

            (a) Indenture Trustee shall establish and maintain with a Qualified
      Institution, in the name of Issuer, on behalf of Issuer, for the benefit
      of the Series [200_-_] Noteholders, a segregated trust account (the
      "Pre-Funding Account"), bearing a designation clearly indicating that the
      funds deposited therein are held for the benefit of the Series [200_-_]
      Noteholders. Indenture Trustee shall possess all right, title and interest
      in all funds on deposit from time to time in the Pre-Funding Account and
      in all proceeds thereof. The Pre-Funding Account shall be under the sole
      dominion and control of Indenture Trustee for the benefit of the Series
      [200_-_] Noteholders. If at any time the institution holding the
      Pre-Funding 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,
      establish a new Pre-Funding Account meeting the conditions specified above
      with a Qualified Institution, and shall transfer any cash or any
      investments to such new Pre-Funding Account.

            (b) Transferor shall on the Closing Date deposit into the
      Pre-Funding Account the Initial Pre-Funded Amount from the proceeds of the
      sale of the Series [200_-_] Notes. On the Business Day preceding each
      Transfer Date, Indenture Trustee, acting in accordance with written
      instructions from Servicer, shall withdraw from the Pre-Funding Account
      and deposit into the Collection Account all interest and other investment
      income on the Pre-Funded Amount with respect to the prior Monthly Period.
      Such investment income shall be deemed to be Finance Charge Collections
      allocated to Series [200_-_]. Interest (including reinvested interest) and
      other investment income on funds on deposit in the Pre-Funding Account
      shall not be considered part of the Pre-Funded Amount for purposes of this
      Indenture Supplement.

            (c) Funds on deposit in the Pre-Funding Account shall be invested at
      the written direction of Servicer by Indenture Trustee in Permitted
      Investments. Funds on deposit in the Pre-Funding Account on the Closing
      Date and thereafter shall be invested in Permitted Investments that will
      mature so that such funds will be available for withdrawal on or prior to
      the Business Day preceding the next increase in the Collateral Amount
      pursuant to subsection 4.19(e) or, if earlier, on the next succeeding
      Transfer Date.


                                       26
<PAGE>
            (d) If the Pre-Funded Amount exceeds zero at the end of the Funding
      Period, on the first Distribution Date on or after the last day of the
      Funding Period, Servicer shall apply or shall cause Indenture Trustee to
      apply the Pre-Funded Amount to the payment by Indenture Trustee of
      principal on the Notes [on a pro rata basis based on the Class A Note
      Principal Balance, the Class B Note Principal Balance and the Class C Note
      Principal Balance.]

            (e) On each Distribution Date during the Funding Period, the
      Collateral Amount shall increase to the extent that the Transferor
      Interest will not be less than the Minimum Transferor Interest on such
      date (in each case after giving effect to all changes to occur on that
      date, including the change resulting from the operation of this Section
      4.19); provided, however, that the Collateral Amount shall in no event
      exceed the Note Principal Balance. Upon any increase in the Collateral
      Amount pursuant to this Section 4.19, Servicer shall instruct Indenture
      Trustee in writing to withdraw from the Pre-Funding Account and pay to
      Transferor no later than the next succeeding Business Day an amount equal
      to the amount of such increase in the Collateral Amount.]

                                    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 [200_-_] Notes in
accordance with Section 2.03 of the Indenture. Indenture Trustee shall deliver
the Series [200_-_] 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 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 [200_-_] Noteholders
      hereunder shall be made by (i) check mailed to each Series [200_-_]
      Noteholder (at such Noteholder's address as it appears in the Note
      Register), except that for any Series [200_-_] Notes registered in the
      name of the nominee of a Clearing Agency [and for the Class C Notes], such
      distribution shall be made by wire transfer of immediately available funds
      and (ii) without presentation or surrender of any Series [200_-_] 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 [200_-_] Noteholder a statement substantially in the form of
      Exhibit C prepared by Servicer.


                                       27
<PAGE>
            (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 [200_-_] Noteholder by
      a request in writing to Servicer.

            (d) On or before January 31 of each calendar year, beginning with
      January 31, 200[ ], Indenture Trustee shall furnish or cause to be
      furnished to each Person who at any time during the preceding calendar
      year was a Series [200_-_] Noteholder, a statement prepared by Servicer
      containing the information which is required to be contained in the
      statement to Series [200_-_] 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 [200_-_] 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 [200_-_] PAY OUT EVENTS

      If any one of the following events shall occur with respect to the Series
[200_-_] 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 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 [200_-_] 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 [200_-_] Notes evidencing more than 25% of the Note Principal
      Balance and which continues to materially and adversely affect the
      interest of the Series [200_-_] 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 [200_-_] 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
      [200_-_] 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 [200_-_] Noteholders;


                                       28
<PAGE>
            (e) the Portfolio Yield averaged over three consecutive Monthly
      Periods is less than the Base Rate averaged over such period;

            (f) [the Class A Note Principal Balance or the Class B Note
      Principal Balance shall not be paid in full on the Class A/B Expected
      Principal Payment Date or the Class C Note Principal Balance shall not be
      paid in full on the Class C Expected Principal Payment Date, respectively]
      [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 [200_-_] and acceleration of the maturity
      of the Series [200_-_] 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 [200_-_] Notes evidencing more than
50% of the aggregate unpaid principal amount of Series [200_-_] Notes by notice
then given in writing to Transferor and Servicer (and to Indenture Trustee if
given by the Series [200_-_] Noteholders) may declare that a "Series Pay Out
Event" with respect to Series [200_-_] (a "Series [200_-_] 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 [200_-_] Pay Out Event shall
occur without any notice or other action on the part of Indenture Trustee or the
Series [200_-_] Noteholders immediately upon the occurrence of such event.

                                   ARTICLE VII

                                   REDEMPTION;
                     FINAL DISTRIBUTIONS; SERIES TERMINATION

      SECTION 7.01. OPTIONAL REDEMPTION OF SERIES [200_-_] NOTES; FINAL
DISTRIBUTIONS.

        (a) On any day occurring on or after the date on which the outstanding
    principal balance of the Series [200_-_] Notes is reduced to 10% or less of
    the initial Note Principal Balance of the Series [200_-_] Notes, Servicer
    shall have the option to direct Transferor to redeem the Series [200_-_]
    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 [200_-_] shall be reduced to
    zero and the Series [200_-_] 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 [200_-_]
    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 [200_-_], 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



                                       29
<PAGE>
      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, (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
      [and (D) any other amounts owed to the Class C Noteholders under the Class
      C Note Purchase Agreement 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 [200_-_] Final Maturity
Date, the unpaid principal amount of the Series [200_-_] Notes shall be due and
payable, and the right of the Series [200_-_] Noteholders to receive payments
from Issuer will be limited solely to the right to receive payments pursuant to
Section 5.05 of the Indenture.

                                  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 [200_-_] 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, 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 200[ ]-[ ] Notes.


      SECTION 8.02. FORM OF DELIVERY OF THE SERIES [200_-_] NOTES. The Class A
Notes [and] [the Class B Notes] [and the Class C Notes] shall be Book-Entry
Notes and shall be delivered as Registered Notes to [ ] as provided in Sections
2.01, 2.03 and 2.12 of the Indenture. [The Class C Notes shall be Definitive
Notes and shall be registered in the Note Register in the name of the initial
purchaser of the Class C Notes identified in the Class C Note Purchase
Agreement.]

      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, [and (b) the Class C Notes will be
subject to limitations on transfer and exchange set forth in the Class C Note
Purchase Agreement].


                                       30
<PAGE>
                            [Signature page follows]


                                       31
<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
                                               ---------------------------------
                                             Name
                                                 -------------------------------
                                             Title
                                                  ------------------------------

                                             THE BANK OF NEW YORK, as Indenture
                                             Trustee

                                             By
                                               ---------------------------------
                                             Name
                                                 -------------------------------
                                             Title
                                                  ------------------------------
Acknowledged and Accepted:

FIRST NATIONAL BANK OF OMAHA,
as Servicer

By
  --------------------------------
Name
    ------------------------------
Title
     -----------------------------

FIRST NATIONAL FUNDING LLC,
as Transferor

By
  --------------------------------
Name
    ------------------------------
Title
     -----------------------------


                       INDENTURE SUPPLEMENT SIGNATURE PAGE


                                       32
<PAGE>
                                   EXHIBIT A-1

       FORM OF CLASS A [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

      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).


                                       33
<PAGE>
                                                            $                  *
REGISTERED                                                  --------------------
No. R-                                                       CUSIP NO.
      ----------                                                       --------

                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS A [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

      First National Master Note Trust (herein referred to as "Issuer"), a
Delaware statutory trust governed by a Trust Agreement dated as of [ ], 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
[ ] 200[ ] 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
[of twelve 30-day months.] [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:             , 200[    ]
      -------------      ----


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


                                       34
<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
                                                           ---------------------


                                       35
<PAGE>
                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS A [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

                         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 [200_-_] (the "Series
[200_-_] Notes"), issued under a Master Indenture dated as of [ ], 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 [ ], 200[ ] (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.


                                       36
<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.


                                       37
<PAGE>
                                   EXHIBIT A-2

       FORM OF CLASS B [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

   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).

                                       38
<PAGE>
REGISTERED                                                      $              *
                                                                ----------------
No. R-                                                          CUSIP NO.
      --------                                                            ------

                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS B [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

   First National Master Note Trust (herein referred to as "Issuer"), a Delaware
statutory trust governed by a Trust Agreement dated as of [ ], 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
[ ] 200[ ] 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.] [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.

   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:         , 200[    ]
      ---------      ----


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

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



                                       39
<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
                                         ---------------------------------------



                                       40
<PAGE>
                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS B [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

                         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 [200_-_] (the "Series
[200_-_]Notes"), issued under a Master Indenture dated as of [ ], 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 [ ], 200[ ] (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.

                                       41
<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.



                                       42
<PAGE>
                                   EXHIBIT A-3

       FORM OF CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

   THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE
SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN
COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY
APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT
TO CERTAIN CONDITIONS SET FORTH IN A NOTE PURCHASE AGREEMENT RELATING HERETO.

   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).



                                       43
<PAGE>
REGISTERED                                                      $              *
                                                                 --------------
No. R-                                                          CUSIP NO.
      --------                                                            ------

                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

   First National Master Note Trust (herein referred to as "Issuer"), a Delaware
statutory trust governed by a Trust Agreement dated as of [ ], 2002, for value
received, hereby promises to pay to ____________, 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
[ ] 200[ ] 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.] [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.

   THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON
THE CLASS A AND 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:         , 200[    ]
      ---------      ----


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

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


                                       44
<PAGE>
                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    THE BANK OF NEW YORK,
                                    as Indenture Trustee

                                    By
                                      ------------------------------------------
                                      Authorized Signatory

                                    Dated
                                         ---------------------------------------



                                       45
<PAGE>
                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

                         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 [200_-_] (the "Series
[200_-_] Notes"), issued under a Master Indenture dated as of [ ], 2002 (the
"Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee ("Indenture Trustee"), as supplemented by the Indenture Supplement dated
as of [ ], 200[ ] (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.



                                       46
<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.



                                       47
<PAGE>
                                   EXHIBIT A-4

       FORM OF CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

   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).


                                       48
<PAGE>
REGISTERED                                                      $              *
                                                                ----------------
No. R-                                                          CUSIP NO.
      --------                                                            ------

                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

   First National Master Note Trust (herein referred to as "Issuer"), a Delaware
statutory trust governed by a Trust Agreement dated as of [ ], 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 [ ] 200[ ] 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.] [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.

   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:         , 200[    ]
      ---------      ----


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

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



                                       49
<PAGE>
                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    THE BANK OF NEW YORK, as Indenture Trustee

                                    By
                                      ------------------------------------------
                                      Authorized Signatory

                                    Dated
                                         ---------------------------------------



                                       50

<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

           CLASS C [FLOATING RATE] ASSET BACKED NOTE, SERIES [200_-_]

                         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 [200_-_] (the "Series
[200_-_]Notes"), issued under a Master Indenture dated as of [ ], 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 [ ], 200[ ] (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.


                                       51
<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.


                                       52
<PAGE>
                                    EXHIBIT B

                       FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                        NOTIFICATION TO INDENTURE TRUSTEE

                        FIRST NATIONAL MASTER NOTE TRUST

                                 SERIES [200_-_]

   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 [ ], 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 [ ], 2002 (the
   "Indenture") between Issuer and The Bank of New York, as indenture trustee
   ("Indenture Trustee") as supplemented by the [200_-_] Indenture Supplement
   dated as of [ ], 200[ ] 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 [200_-_] 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 ______________, 200_, 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>                                                     <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>


                               53
<PAGE>

<TABLE>
<S>       <C>                                                     <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:
          [Cash Collateral Account] ...........................   $____________

          [Spread Account] ....................................   $____________
</TABLE>



                               54
<PAGE>

<TABLE>
<S>       <C>                                                     <C>
   I.     [Pursuant to subsection 4.04(a)(ix):

          Additional amounts to be paid to the Class C
          Noteholders] ........................................   $____________

   J.     Pursuant to subsection 4.04(a)(x):

          The balance will constitute Excess Finance Charge
          Collections for such Distribution Date ..............   $____________

   K.     Excess Finance Charge Collections available and
          required to support other Series in Group One........   $____________

   [L.    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      , 200 , 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>                                                     <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.............    $____________
</TABLE>


                               55
<PAGE>
<TABLE>
<S>       <C>                                                     <C>
   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):

          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 ___________, 200_ 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>                                                     <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>                                                     <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.

                                                                  $____________

   [Pursuant to Section 4.11, Servicer does hereby instruct Indenture Trustee to
withdraw from the Cash Collateral Account an amount equal to the excess of the
Available Cash Collateral Amount over the Required Cash Collateral Amount to be
deposited into the Finance Charge Account for application as Available Finance
Charge Collections in accordance with Section 4.11(b), in the following amount.]

                                                                  $____________

   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.


                               56
<PAGE>
                                                                  $____________

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>                                                     <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............................    $____________

   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>


                               57
<PAGE>
   IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
___________day of _____________________, 200__.

                                                FIRST NATIONAL BANK OF OMAHA, as
                                                Servicer

                                                By ____________________________
                                                Name __________________________
                                                Title _________________________


                               58
<PAGE>
                                    EXHIBIT C

                      FORM OF MONTHLY REPORT TO NOTEHOLDERS

                   FIRST NATIONAL MASTER NOTE TRUST SERIES [ ]
                     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 _____________ (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 [_________], 2002 (the "Indenture"), by and between Issuer
and the Indenture Trustee, and acknowledged by Transferor and Servicer, as
supplemented by the Series [_____] Indenture Supplement, dated as of
[_____________], 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 Article 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 [ ] 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[, the amount on deposit in the Cash Collateral
Account equals the Required Cash Collateral Amount] and, if the Reserve Account
Funding Date has occurred, the Available Reserve Account Amount equals the
Required Reserve Account Amount.


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                                      ____________


                                       59
<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>

      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
               [200_-_] 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% 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                            ____________


_____________________

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


                                       60
<PAGE>
          (d)  Discount Receivables                                ____________

          Total                                                    ____________

      8.  Aggregate Uncovered Dilution Amount for the Monthly
          Period

B.    INFORMATION REGARDING THE SERIES [    ] 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                                           ____________

      11. Excess Finance Charge Collections from Group I
          allocated to the Series                                  ____________


                                       61
<PAGE>
      12. Reserve Account withdrawals pursuant to Section
          [4.10(b) or (d)] of the related Indenture Supplement     ____________

      13. Excess amounts from [Cash Collateral Account] [and
          Spread Account] to be treated as Available Finance
          Charge Collections pursuant to Sections [4.11(b) and
          (c) and] [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                ____________

      21. Noteholder Servicing Fee for the Monthly Period
          payable to the Servicer (after adjustment for Servicer
          Interchange shortfall, if any)                           ____________


                                       62
<PAGE>
      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      ____________

      4.  Principal Accumulation Account ending balance after
          deposit/withdrawal on the Distribution Date for the
          Monthly Period                                           ____________


                                       63
<PAGE>
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)                      ____________


                                       64
<PAGE>
[H.   AGGREGATE OPENING AND CLOSING BALANCE ON DEPOSIT AND
      WITHDRAWALS FROM ANY OTHER ENHANCEMENT ACCOUNTS

      1.  Opening Balance                                          ____________

      2.  Withdrawals pursuant to Section [ ] of the related
          Indenture Supplement                                     ____________

      3.  Closing Balance]                                         ____________

[I.   PRE-FUNDING ACCOUNT]

      1.  Opening Balance                                          ____________

      2.  Withdrawals pursuant to Section 4.18 of the related
          Indenture Supplement                                     ____________

      3.  Closing Balance                                          ____________

      4.  Balance to be distributed as principal to Noteholders
          (following end of Funding Period)                        ____________

[J.   INFORMATION REGARDING THE CASH COLLATERAL ACCOUNT]

      1.  Opening Available Cash Collateral Amount on the
          Distribution Date for the Monthly Period                 ____________

      2.  Required Draw Amount required to be withdrawn pursuant
          to Section 4.12(c) of the related Indenture Supplement   ____________

      3.  Required Cash Collateral Amount                          ____________

      4.  Deposits pursuant to Section 4.04(vii) of the related
          Indenture Supplement                                     ____________

      5.  Closing Available Cash Collateral Amount                 ____________

[K.   OTHER ENHANCEMENT]

      1.  Aggregate amount of drawings on any other Enhancement
          for the Series                                           ____________

      2.  Amount available under other Enhancement for the
          Series                                                   ____________

      IN WITNESS thereof, the undersigned has duly executed and
      delivered this Certificate the _______  day of _________,
      _______.                                                     ____________

                                        FIRST NATIONAL BANK OF OMAHA, Servicer

                                        By ____________________________________
                                        Name __________________________________
                                        Title _________________________________


                                       65
<PAGE>
                                    EXHIBIT D

                     FORM OF MONTHLY SERVICER'S CERTIFICATE

                          FIRST NATIONAL BANK OF OMAHA

                FIRST NATIONAL MASTER NOTE TRUST, SERIES [200_-_]

   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 [ ], 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 [ ], 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 [200_-_] Indenture Supplement, dated as of [ ], 200[
], 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
_______________, 200_.

   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 __________________, 20__.


                                        FIRST NATIONAL BANK OF OMAHA, Servicer

                                        By ____________________________________
                                        Name __________________________________
                                        Title _________________________________


                                       66