<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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                     FLEET BANK (RI), NATIONAL ASSOCIATION,

                                    Servicer

                         FLEET CREDIT CARD FUNDING TRUST

                                   Transferor,

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     Trustee

                on behalf of the Series 2003-A Certificateholders

                            SERIES 2003-A SUPPLEMENT

                          Dated as of February 27, 2003

                                       to

              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 1993,

                  as Amended and Restated as of January 1, 2002

                        FLEET CREDIT CARD MASTER TRUST II

                                  SERIES 2003-A

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                                                 TABLE OF CONTENTS

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                                                     ARTICLE I

                                     Creation of the Series 2003-A Certificates

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

                                                     ARTICLE II

                                                    Definitions

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

                                                    ARTICLE III

                                                Servicer and Trustee

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

                                                     ARTICLE IV

                   Rights of Series 2003-A Certificateholders and Collateral Interest Holder and
                                     Allocation and Application of Collections

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.14          Reserve Account.........................................................................  31

                                                  ARTICLE V

                      Distributions and Reports to Series 2003-A Certificateholders

Section 5.1           Distributions...........................................................................  33
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                                                 TABLE OF CONTENTS
                                                    (continued)

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

                                                     ARTICLE VI

                                            Series 2003-A Pay Out Events

Section 6.1           Series 2003-A Pay Out Events............................................................  35

                                                    ARTICLE VII

                                      Optional Repurchase; Series Termination

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

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

                                                    ARTICLE VIII

                                                Final Distributions

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

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

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

                                                     ARTICLE IX

                                                    Certificates

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

                                                     ARTICLE X

                                              Miscellaneous Provisions

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

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

Section 10.3          Counterparts............................................................................  40

Section 10.4          GOVERNING LAW...........................................................................  40

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

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

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

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

Section 10.9.         Additional Representations and Warranties of the Transferors............................  42

End of TOC - Do not delete this paragraph!
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                                     - ii -

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                                    EXHIBITS

EXHIBIT A-1           Form of Class A Certificate

EXHIBIT A-2           Form of Class B Certificate

EXHIBIT B             Form of Monthly Payment Instructions

EXHIBIT C             Form of Monthly Certificateholders' Statement

EXHIBIT D             Form of Investment Letter

                                    - iii -

<PAGE>

                  SERIES 2003-A SUPPLEMENT, dated as of February 27, 2003 (the
"Supplement"), among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking
association, as Servicer, FLEET CREDIT CARD FUNDING TRUST, a Delaware statutory
trust, as Transferor, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly Bankers
Trust Company), a New York banking corporation, as Trustee.

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

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

                                    ARTICLE I
                   Creation of the Series 2003-A Certificates

                  Section 1.1       Designation.

                  (a)      There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Supplement to be
known as "Fleet Credit Card Master Trust II, Series 2003-A." The Series of
Investor Certificates created hereby shall be issued in two Classes. The first
Class shall be known as the "Class A 2.40% Asset-Backed Certificates, Series
2003-A," and the second Class shall be known as the "Class B Floating Rate
Asset-Backed Certificates, Series 2003-A." In addition, there is hereby created
a third Class of interests in the Trust which, except as expressly provided
herein, shall be deemed to be "Investor Certificates" for all purposes under the
Agreement and this Supplement and shall be in uncertificated form and which
shall be known as the "Collateral Interest, Series 2003-A." The Collateral
Interest Holder shall be the Series Enhancer for Series 2003-A.

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

                  (c)      In the event that any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Supplement shall
govern.

<PAGE>

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

                                   ARTICLE II
                                   Definitions

                  Section 2.1       Definitions.

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

                  "Accumulation Date" shall mean the close of business on March
31, 2005.

                  "Accumulation Period" shall mean, unless a Pay Out Event with
respect to Series 2003-A shall have occurred prior thereto, the period
commencing on the Accumulation Date or such later date as is determined in
accordance with Section 4.13 and ending on the first to occur of (a) the
commencement of the Rapid Amortization Period, (b) the payment in full to the
Series 2003-A Holders of the Investor Amount or (c) the Series Termination Date.

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

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

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

                  "Available Investor Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) (i) an amount
equal to the Principal Allocation Percentage of all Collections of Principal
Receivables received during such Monthly Period minus (ii) the amount of
Reallocated Principal Collections with respect to such Monthly Period which
pursuant to Section 4.8 are required to fund any deficiency in the amounts to be
distributed pursuant to Sections 4.5(a)(i), (ii) and (iii), 4.5(b)(i), and (ii)
and 4.7(d) for the related Distribution Date, plus (b) any Shared Principal
Collections with respect to other Series in Group One that are allocated to
Series 2003-A in accordance with Section 4.04 of the Agreement and Section 4.10
hereof, plus (c) any other amounts which pursuant to subsection 4.5(a)(iii)

                                       2

<PAGE>

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

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

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

                  "Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest,
the Collateral Minimum Monthly Interest and the Monthly Servicing Fee with
respect to the related Distribution Date and the denominator of which is the
Investor Amount as of the last day of the preceding Monthly Period.

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

                  "Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) the Class A Floating
Percentage of the Collections of Finance Charge Receivables allocated to Series
2003-A (including any amounts that are to be treated as Collections of Finance
Charge Receivables in accordance with the Agreement) and (b) the amount of
Principal Funding Investment Proceeds, if any, with respect to such Distribution
Date and (c) the amount of funds, if any, to be withdrawn from the Reserve
Account which, pursuant to Section 4.14, are required to be included in Class A
Available Funds with respect to such Distribution Date.

                  "Class A Certificate Rate" shall mean 2.40% per annum.

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

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

                  "Class A Expected Final Distribution Date" shall mean the
January 2006 Distribution Date.

                                       3

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       4

<PAGE>

numerator of which is the Class A Initial Invested Amount and the denominator of
which is the Initial Invested Amount.

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

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

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

                  "Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Class B Floating Percentage of the
Collections of Finance Charge Receivables allocated to Series 2003-A (including
any amounts that are to be treated as Collections of Finance Receivables in
accordance with the Agreement).

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

                  "Class B Certificate Rate Spread" shall mean 0.35% per annum.

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

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

                  "Class B Expected Final Distribution Date" shall mean the
January 2006 Distribution Date.

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

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

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

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

                                       5

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       6

<PAGE>

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

                  "Closing Date" shall mean February 27, 2003.

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

                  "Collateral Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the Collateral Floating Percentage of the
Collections of Finance Charge Receivables allocated to Series 2003-A (including
any amounts that are to be treated as Collections of Finance Charge Receivables
in accordance with the Agreement).

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

                  "Collateral Expected Final Distribution Date" shall mean the
January 2006 Distribution Date.

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

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

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

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

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

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

                                       7

<PAGE>

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

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

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

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

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

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

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

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

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

                                       8

<PAGE>

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

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

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

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

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

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

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

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

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

                                       9

<PAGE>

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

                  "Group One" shall mean Series 1996-A, Series 1996-B, Series
1999-B, Series 1999-C, Series 1999-D, Series 2000-B, Series 2000-C, Series
2000-D, Series 2001-A, Series 2001-B, Series 2001-C, Series 2002-A, Series
2002-B, Series 2002-C, Series 2003-A and each other outstanding Series hereafter
specified in the related Supplement to be included in Group One.

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

                  "Interchange" shall mean, with respect to Series 2003-A and
with respect to each Distribution Date, an amount of Allocated Interchange (as
defined in the Agreement) equal to one-twelfth of 1.25% of the outstanding
balance of the Principal Receivables allocable to Series 2003-A on the last day
of the preceding Monthly Period.

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

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

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

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

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

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

                                       10

<PAGE>

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

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

                  "London Business Day" shall mean a day on which dealings in
deposits in United States dollars are transacted in the London interbank market.

                  "Monthly Interest" means, with respect to any Distribution
Date, the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Minimum Monthly Interest for such Distribution Date.

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

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

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

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

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

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

                                       11

<PAGE>

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

                  (b)      during the Accumulation Period or the Rapid
Amortization Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, (x) the numerator of which is the Invested Amount as
of the last day of the Revolving Period or, if the numerator has been reduced as
described in the first proviso below during the Accumulation Period and a Rapid
Amortization Period commences, as of the last day of the Accumulation Period,
and (y) the denominator of which is the greater of (i) the sum of (A) the total
amount of Principal Receivables in the Trust as of the last day of the
immediately preceding Monthly Period and (B) the principal amount on deposit in
the Excess Funding Account as of such last day and (ii) the sum of the
numerators used to calculate the Series Percentages applicable to Principal
Receivables for all Series outstanding as of the date as to which such
determination is being made; provided however, that during the Accumulation
Period, on any date, at the option of the Transferor, the numerator of the
Principal Allocation Percentage may be reduced below the numerator used in the
previous Monthly Period, to an amount not less than the greater of (x) the
Invested Amount as of the last day of the immediately preceding Monthly Period
(less the amount of any distributions of principal deposited in the Principal
Funding Account since the last day of the immediately preceding Monthly Period)
and (y) an amount that, if used as the numerator of the Principal Allocation
Percentage for the remainder of the Accumulation Period, assuming for this
purpose that (1) the payment rate with respect to Collections of Principal
Receivables remains constant at the level of the immediately preceding Monthly
Period, (2) the total amount of Principal Receivables in the Trust (and the
principal amount on deposit in the Excess Funding Account, if any) remains
constant at the level on the date of such reduction, (3) no Pay Out Event with
respect to any Series will subsequently occur and (4) no additional Series
(other than any Series being issued on the date of such reduction) will be
subsequently issued, would assure that Available Investor Principal Collections
for Series 2003-A would equal at least 125% of the Controlled Accumulation
Amount for each Monthly Period for so long as the Invested Amount is greater
than zero; provided further, however, that any such reduction of the numerator
of the Principal Allocation Percentage shall be subject to the receipt by the
Trustee of an Officer's Certificate of the Transferor to the effect that the
Transferor does not expect that the Available Investor Principal Collections for
any Monthly Period would be less than the Controlled Accumulation Amount;
provided further, however that with respect to any Monthly Period in which an
Addition Date occurs and the Servicer need not make daily deposits of
Collections into the Collection Account, the amount in clause (y) (i) of
paragraphs (a) and (b) above shall be the Average Principal Balance; provided
further, however, that with respect to any Monthly Period in which an Addition
Date occurs and the Servicer is required to make daily deposits of Collections
into the Collection Account, the amount in clause (y) (i) of paragraphs (a) and
(b) above shall be (1) for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date, the sum of (x) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period and (y) the principal amount on deposit
in the Excess Funding Account as of such last day and (2) for the period from
and including the related Addition Date to and including the last day of such
Monthly Period, the sum of (x) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the related Addition Date and (y) the
principal amount on deposit in the Excess Funding Account at the end of the day
on the related Addition Date.

                                       12

<PAGE>

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

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

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

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

                  "Rapid Amortization Period" shall mean, (a) if on the day on
which a Trust Pay Out Event or a Series 2003-A Pay Out Event is deemed to have
occurred the Servicer need not make daily deposits into or withdrawals from the
Collection Account pursuant to Section 4.03(a) of the Agreement, the period
commencing at the close of business on the Business Day immediately preceding
the first day of the Monthly Period in which such Trust Pay Out Event or Series
2003-A Pay Out Event is deemed to have occurred or (b) otherwise, the period
commencing at the close of business on the Business Day immediately preceding
the day on which a Trust Pay Out Event or a Series 2003-A Pay Out Event is
deemed to have occurred, and ending on the first to occur of (i) the payment in
full to the Class A Certificateholders and the Class B Certificateholders of the
Class A Investor Amount and the Class B Investor Amount, respectively, and the
payment in full to the Collateral Interest Holder of the Collateral Invested
Amount, or (ii) the Series Termination Date.

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

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

                                       13

<PAGE>

Distribution Date and any Monthly Interest previously due but not distributed to
the Series 2003-A Holders on a prior Distribution Date, plus (iii) the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest previously due but not distributed to the Series 2003-A Holders on a
prior Distribution Date, plus (iv) the Monthly Servicing Fee for such
Distribution Date and any Monthly Servicing Fee previously due but not
distributed to the Servicer on a prior Distribution Date.

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

                  "Required Reserve Account Amount" shall mean, with respect to
any Distribution Date prior to the Reserve Account Funding Date, $0, and on or
after the Reserve Account Funding Date, an amount equal to (a) the product of
(i) 0.5% of the Class A Investor Amount as of the preceding Distribution Date
(after giving effect to all changes therein on such date) and (ii) a fraction,
the numerator of which is the number of Monthly Periods scheduled to be included
in the Accumulation Period as of such date and the denominator of which is nine
(except that if such numerator is one, the Required Reserve Account Amount
determined pursuant to this clause (a) shall be $0) or (b) any other amount
designated by the Transferor, provided that, if such designation is of a lesser
amount, the Transferor (i) shall have received written notice from each Rating
Agency that such designation will not result in the reduction or withdrawal of
the rating of the Series 2003-A Certificates and shall have delivered copies of
each such written notice to the Servicer and the Trustee, and (ii) shall have
delivered to the Trustee a certificate of an authorized officer to the effect
that, based on the facts known to such officer at such time, in the reasonable
belief of the Transferor, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to Series 2003-A.

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

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

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

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

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

                  "Series Invested Amount" shall mean the Invested Amount.

                                       14

<PAGE>

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

                  "Series 2003-A" shall mean the Series of Investor
Certificates, the terms of which are specified in this Supplement and shall
include the Class A Certificates, the Class B Certificates and the Collateral
Interest.

                  "Series 2003-A Certificate" shall mean a Class A Certificate
or a Class B Certificate.

                  "Series 2003-A Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder.

                  "Series 2003-A Holder" shall mean a Class A Certificateholder,
a Class B Certificateholder or the Collateral Interest Holder.

                  "Series 2003-A Pay Out Event" means a Series Pay Out Event as
defined in Section 6.1.

                  "Series 2003-A Supplement" shall mean this Supplement.

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

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

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

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

                  "Servicing Fee Rate" shall mean 2.0%.

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

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

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

                  "Transfer Agreement" shall mean the Transfer and
Administration Agreement, dated as of February 27, 2003, among Fleet Credit Card
Funding Trust, as Transferor, the Bank, as Administrator, and Fleet Secured Note
Trust 2003-A, as amended or modified from time to time, relating to the transfer
of the Collateral Interest.

                                       15

<PAGE>

                  (b)      Notwithstanding anything to the contrary in this
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Supplement or the Agreement with respect to Series 2003-A, Moody's,
Standard & Poor's and Fitch; provided, however, that references to "Rating
Agency" in the definition of "Eligible Investments" shall be deemed to not
include Fitch to the extent that an investment is rated by Moody's and Standard
& Poor's, but not by Fitch. Reference to rating categories of Moody's and
Standard & Poor's in the Agreement shall be deemed to be references to the
equivalent rating categories of Fitch.

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

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

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

                                   ARTICLE III
                              Servicer and Trustee

                  Section 3.1       Servicing Compensation.

                  The share of the Servicing Fee allocable to the Series 2003-A
Holders with respect to any Distribution Date (the "Monthly Servicing Fee"),
shall be equal to one-twelfth the product of (i) the Servicing Fee Rate and (ii)
the Invested Amount, if any, as of the last day of the Monthly Period preceding
such Distribution Date (the amount calculated pursuant to this clause (ii) is
referred to as the "Servicing Base Amount"); provided, however, with respect to
the April 2003 Distribution Date, the Monthly Servicing Fee shall be $734,375.

                  The share of the Monthly Servicing Fee allocable to the Class
A Certificateholders with respect to any Distribution Date (the "Class A
Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Class A
Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base
Amount; provided, however, that with respect to the April 2003 Distribution
Date, the Class A Servicing Fee shall be $624,219. The share of the Monthly
Servicing Fee allocable to the Class B Certificateholders with respect to any
Distribution Date (the "Class B Servicing Fee"), shall be equal to one-twelfth
of the product of (a) the Class B Floating Percentage, (b) the Servicing Fee
Rate and (c) the Servicing Base Amount; provided, however, that with respect to
the April 2003 Distribution Date, the Class B Servicing Fee shall be $44,062.
The share of the Monthly Servicing Fee allocable to the Collateral Interest
Holder with respect to any Distribution Date (the "Collateral Servicing Fee"),
shall be equal to

                                       16

<PAGE>

one-twelfth of the product of (a) the Collateral Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that
with respect to the April 2003 Distribution Date, the Collateral Servicing Fee
shall be $66,094. In no event shall the Trust, the Trustee, or the Series 2003-A
Holders be liable for the share of the Servicing Fee to be paid by the Holders
of the Transferor Certificates or the Certificateholders of any other Series.
The Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to Section
4.5(a)(ii), 4.7(a) or 4.8(a); the Class B Servicing Fee shall be payable solely
to the extent amounts are available for distribution in respect thereof pursuant
to Section 4.5(b)(ii), 4.7(c) or 4.8(b); and the Collateral Servicing Fee shall
be payable solely to the extent amounts are available for distribution in
respect thereof pursuant to Section 4.5(c)(i) or 4.7(g).

                                   ARTICLE IV
       Rights of Series 2003-A Certificateholders and Collateral Interest
              Holder and Allocation and Application of Collections

                  Section 4.1       Collections and Allocations. The Servicer
will apply, or will instruct the Trustee in writing to apply, all Collections
and other funds on deposit in the Collection Account that are allocated to the
Series 2003-A Holders as follows:

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

                           (i)      Allocate to the Series 2003-A Holders the
                  product of (x) the Floating Allocation Percentage on such Date
                  of Processing and (y) the aggregate amount of Collections of
                  Finance Charge Receivables on such Date of Processing, and of
                  that allocation, deposit and retain in the Collection Account
                  (A) prior to the LIBOR Determination Date occurring in such
                  Monthly Period, an amount equal to the product of (v) the
                  Floating Allocation Percentage on such Date of Processing and
                  (w) the aggregate amount of Collections of Finance Charge
                  Receivables on such Date of Processing and (B) on and after
                  such LIBOR Determination Date, the difference between (1)
                  Monthly Interest for the related Distribution Date (plus, if
                  the Bank is not the Servicer, the Monthly Servicing Fee for
                  such Monthly Period) and (2) the amounts previously deposited
                  in the Collection Account with respect to such Monthly Period
                  pursuant to this subsection (a)(i);

                           (ii)     Allocate to the Series 2003-A Holders an
                  amount equal to the product of (A) the Principal Allocation
                  Percentage on such Date of Processing and (B) the aggregate
                  amount of Collections of Principal Receivables on such Date of
                  Processing, which amount shall be first, if any other
                  Principal Sharing Series in Group One is outstanding and in
                  its Amortization Period or Accumulation Period (as such terms
                  are defined in the Agreement), retained in the Collection
                  Account for application, to the extent necessary, as Shared
                  Principal

                                       17

<PAGE>

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

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

                           (i)      Allocate to the Series 2003-A Holders and
                  deposit and retain in the Collection Account an amount equal
                  to the product of (A) the Floating Allocation Percentage on
                  such Date of Processing and (B) the aggregate amount of
                  Collections of Finance Charge Receivables on such Date of
                  Processing.

                           (ii)     Allocate to the Series 2003-A Holders and
                  deposit and retain in the Collection Account an amount equal
                  to the product of (x) the Principal Allocation Percentage on
                  such Date of Processing and (y) the aggregate amount of
                  Collections of Principal Receivables on such Date of
                  Processing (for any such date, a "Percentage Allocation");
                  provided, however, that, if the sum of the Percentage
                  Allocations with respect to the same Monthly Period exceeds
                  the Controlled Deposit Amount for the related Distribution
                  Date, plus, in the case of the Monthly Period immediately
                  preceding the Collateral Expected Final Distribution Date, the
                  Collateral Invested Amount, then such excess shall not be
                  treated as a Percentage Allocation and shall be first, if any
                  other Principal Sharing Series in Group One is outstanding and
                  in its Amortization Period or Accumulation Period (as such
                  terms are defined in the Agreement), retained in the
                  Collection Account for application, to the extent necessary,
                  as Shared Principal Collections in accordance with Section
                  4.04 of the Agreement to other Series in Group One on the
                  related Distribution Date, and second paid to the Holders of
                  the Transferors' Interest only if the Transferor Amount on
                  such Date of Processing is greater than the Required
                  Transferor Amount (after giving effect to all Principal
                  Receivables transferred to the Trust on such day and any
                  amounts deposited in the Excess Funding Account on such day)
                  and otherwise shall be deposited in the Excess Funding Account
                  until the Transferor Amount is greater than the Required
                  Transferor Amount and applied in accordance with Section 4.02
                  of the Agreement and the remainder shall be paid to the
                  Holders of the Transferors' Interest.

                                       18

<PAGE>

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

                           (i)      Allocate to the Series 2003-A Holders and
                  deposit and retain in the Collection Account an amount equal
                  to the product of (A) the Floating Allocation Percentage on
                  such Date of Processing and (B) the aggregate amount of
                  Collections of Finance Charge Receivables on such Date of
                  Processing.

                           (ii)     Allocate to the Series 2003-A Holders and
                  deposit and retain in the Collection Account an amount equal
                  to the product of (A) the Principal Allocation Percentage on
                  such Date of Processing and (B) the aggregate amount of
                  Collections of Principal Receivables on such Date of
                  Processing; provided, however, that after the date on which an
                  amount of such Collections equal to the Invested Amount has
                  been deposited into the Collection Account and allocated to
                  the Series 2003-A Holders, the amount determined in accordance
                  with this subparagraph (ii) in excess thereof shall be first,
                  if any other Principal Sharing Series in Group One is
                  outstanding and in its Amortization Period or Accumulation
                  Period (as such terms are defined in the Agreement), retained
                  in the Collection Account for application, to the extent
                  necessary, as Shared Principal Collections in accordance with
                  Section 4.04 of the Agreement to other Series in Group One on
                  the related Distribution Date, and second paid to the Holders
                  of the Transferors' Interest only if the Transferor Amount on
                  such Date of Processing is greater than the Required
                  Transferor Amount (after giving effect to all Principal
                  Receivables transferred to the Trust on such day and any
                  amounts deposited in the Excess Funding Account on such day)
                  and otherwise shall be deposited in the Excess Funding Account
                  until the Transferor Amount is greater than the Required
                  Transferor Amount and applied in accordance with Section 4.02
                  of the Agreement and the remainder shall be paid to the
                  Holders of the Transferors' Interest.

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

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

                  Section 4.2       Determination of Monthly Interest.

                  (a)      The amount of monthly interest ("Class A Monthly
Interest") distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date shall be an amount equal to one-twelfth
of the product of (i) the Class A Certificate Rate and (ii) the outstanding
principal amount of the Class A Certificates as of the close of business on the

                                       19

<PAGE>

preceding Record Date; provided, however, with respect to the April 2003
Distribution Date, Class A Monthly Interest shall be equal to $2,040,000.

                  On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class A
Monthly Interest on such Distribution Date. If the Class A Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class A Interest Shortfall is fully paid, an
additional amount ("Class A Additional Interest") equal to one-twelfth of the
product of (i) the Class A Penalty Rate and (ii) such Class A Interest Shortfall
(or the portion thereof which has not been paid to the Class A
Certificateholders) shall be payable as provided herein with respect to the
Class A Certificates. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by applicable law.

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

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

                  (c)      The amount of monthly interest ("Collateral Minimum
Monthly Interest") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date shall be an amount equal to the
product of (i)(A) a fraction, the numerator of which is the actual number of
days in the related Interest Period and the denominator of which is 360; times
(B) the Collateral Minimum Interest Rate; and (ii) the outstanding principal
amount of the Collateral Interest as of the close of business on the preceding
Record Date; provided,

                                       20

<PAGE>

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

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

                  Section 4.3       Determination of Monthly Principal.

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

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

                                       21

<PAGE>

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

                  Section 4.4       Required Amount.

                  (a)      With respect to each Distribution Date, on the
related Determination Date, the Servicer shall determine the amount (the "Class
A Required Amount"), if any, by which (a) the sum of (i) Class A Monthly
Interest for such Distribution Date, (ii) any Class A Monthly Interest
previously due but not paid to the Class A Certificateholders on a prior
Distribution Date, (iii) any Class A Additional Interest for such Distribution
Date and any Class A Additional Interest previously due but not paid to the
Class A Certificateholders on a prior Distribution Date, (iv) the Class A
Servicing Fee for such Distribution Date, (v) any Class A Servicing Fee
previously due but not paid to the Servicer and (vi) the Class A Investor
Default Amount, if any, for such Distribution Date exceeds (b) the Class A
Available Funds. In the event that the Class A Required Amount for such
Distribution Date is greater than zero, all or a portion of the Excess Spread
and the Excess Finance Charges allocable to Series 2003-A with respect to the
related Monthly Period in an amount equal to the Class A Required Amount for
such Distribution Date shall be distributed from the Collection Account on such
Distribution Date pursuant to Section 4.7(a). In the event that the Class A
Required Amount for such Distribution Date exceeds the amount of Excess Spread
and the amount of Excess Finance Charges allocable to Series 2003-A with respect
to the related Monthly Period, all or a portion of the Reallocated Principal
Collections with respect to such Monthly Period in an amount equal to such
excess shall be distributed from the Collection Account on such Distribution
Date pursuant to Section 4.8(a).

                  (b)      With respect to each Distribution Date on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), equal to the sum of (I) the amount if any, by which (a) the
sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any Class B
Monthly Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, (iii) any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest previously due but not
paid to the Class B Certificateholders on a prior Distribution Date, (iv) the
Class B Servicing Fee for such Distribution Date and (v) any Class B Servicing
Fee previously due but not paid to the Servicer exceeds (b) the Class B
Available Funds, plus (II) the Class B Investor Default Amount for such
Distribution Date. In the event that the Class B Required Amount for such
Distribution Date is greater than zero, all or a portion of Excess Spread and
the Excess Finance Charges allocable to Series 2003-A (other than Excess Spread
and Excess Finance Charges applied pursuant to Sections 4.7(a) and (b) with
respect to such Distribution Date) with respect to the related Monthly Period
shall be applied to fund the Class B Required Amount. In the event that the
Class B Required Amount for such Distribution Date exceeds the portion of Excess
Spread and Excess Finance Charges allocated to Series 2003-A with respect to the
related Monthly Period and available to fund the Class B Required Amount as
provided in the preceding sentence, all or a portion of the Reallocated
Principal Collections allocable to the Collateral Invested Amount

                                       22

<PAGE>

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

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

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

                           (i)      an amount equal to Class A Monthly Interest
                  for such Distribution Date, plus the amount of any Class A
                  Monthly Interest previously due but not distributed to the
                  Class A Certificateholders on a prior Distribution Date, plus
                  the amount of any Class A Additional Interest for such
                  Distribution Date and any Class A Additional Interest
                  previously due but not distributed to the Class A
                  Certificateholders on a prior Distribution Date, shall be
                  distributed to the Paying Agent for payment to the Class A
                  Certificateholders;

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

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

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

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

                           (i)      an amount equal to Class B Monthly Interest
                  for such Distribution Date, plus the amount of any Class B
                  Monthly Interest previously due but not distributed to the
                  Class B Certificateholders on a prior Distribution Date, plus
                  the amount of any Class B Additional Interest for such
                  Distribution Date and any Class B Additional Interest
                  previously due but not distributed to the Class B
                  Certificateholders on a prior Distribution Date, shall be
                  distributed to the Paying Agent for payment to the Class B
                  Certificateholders;

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

                                       23

<PAGE>

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

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

                           (i)      if the Bank or the Trustee is no longer the
                  Servicer, an amount equal to the Collateral Servicing Fee for
                  such Distribution Date, plus the amount of any Collateral
                  Servicing Fee previously due but not distributed to the
                  Servicer on a prior Distribution Date, shall be distributed to
                  the Servicer; and (ii) the balance, if any, shall constitute
                  Excess Spread and shall be allocated and distributed as set
                  forth in Section 4.7.

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

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

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

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

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

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

                                       24

<PAGE>

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

                  Section 4.6       Defaulted Amounts; Investor Charge-Offs.

                  (a)      On each Determination Date, the Servicer shall
calculate the Class A Investor Default Amount, if any, for the related
Distribution Date. If, on any Distribution Date, the Class A Required Amount for
the related Monthly Period exceeds the sum of (x) the amount of Reallocated
Principal Collections with respect to such Monthly Period and (y) the amount of
Excess Spread and the Excess Finance Charges allocable to Series 2003-A with
respect to such Distribution Date, the Collateral Invested Amount shall be
reduced by the amount of such excess, but not by more than the excess of the
Class A Investor Default Amount for such Distribution Date over the sum of the
amount of Reallocated Principal Collections and Excess Spread and Excess Finance
Charges used to fund the Class A Investor Default Amount for such Distribution
Date. In the event that such reduction would cause the Collateral Invested
Amount to be a negative number, the Collateral Invested Amount shall be reduced
to zero and the Class B Invested Amount shall be reduced by the amount by which
the Collateral Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the sum of the amount of such reduction, if any, of the
Collateral Invested Amount with respect to such Distribution Date and the amount
of Reallocated Principal Collections and Excess Spread and Excess Finance
Charges used to fund the Class A Investor Default Amount for such Distribution
Date. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, the Class B Invested Amount shall be reduced to zero,
and the Class A Invested Amount shall be reduced by the amount by which the
Class B Invested Amount would have been reduced below zero, but not by more than
the excess, if any, of the Class A Investor Default Amount for such Distribution
Date over the sum of the aggregate amount of the reductions, if any, of the
Collateral Invested Amount and the Class B Invested Amount for such Distribution
Date and the amount of Reallocated Principal Collections and Excess Spread and
Excess Finance Charges used to fund the Class A Investor Default Amount for such
Distribution Date (a "Class A Investor Charge-Off"). Class A Investor
Charge-Offs shall thereafter be reimbursed and the Class A Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class A
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charges allocated and available for that purpose pursuant to
Section 4.7(b).

                  (b)      On each Determination Date, the Servicer shall
calculate the Class B Required Amount, if any, for the related Distribution
Date. If, on any Distribution Date, the Class B Required Amount for such
Distribution Date exceeds the sum of (x) the amount of Excess Spread and Excess
Finance Charges allocated to Series 2003-A with respect to the related Monthly
Period which are not used to fund the Class A Required Amount and Class A
Investor Charge-Offs on the related Distribution Date and (y) the amount of
Reallocated Principal Collections which are available to fund the Class B
Required Amount on such Distribution Date pursuant to Section 4.8(b), then the
Collateral Invested Amount shall be reduced by the amount of such excess, but
not by more than the excess of the Class B Investor Default Amount for such
Distribution Date over the sum of the amount of Reallocated Principal
Collections and Excess Spread and Excess Finance Charges used to fund the Class
B Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Collateral Invested Amount

                                       25

<PAGE>

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

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

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

                  Section 4.7       Excess Spread; Excess Finance Charges. The
Servicer shall apply or shall direct the Trustee in writing to apply, on each
Distribution Date, Excess Spread and Excess Finance Charges allocated to Series
2003-A with respect to the related Monthly Period, to make the following
distributions in the following priority:

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

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

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

                                       26

<PAGE>

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

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

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

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

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

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

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

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

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

                  (a)      an amount equal to the excess, if any, of (i) the
Class A Required Amount, if any, with respect to such Distribution Date over
(ii) the amount of Excess Spread and Excess Finance Charges allocated to Series
2003-A with respect to the related Monthly Period shall, be

                                       27

<PAGE>

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

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

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

                  Section 4.9       Excess Finance Charges. On each Distribution
Date, (a) the Servicer shall allocate the aggregate amount for all outstanding
Series in Group One that the related Supplements or Transfer Agreements specify
are to be treated as a portion of Excess Finance Charges for such Distribution
Date (collectively, "Excess Finance Charges") as specified in the Supplements or
Transfer Agreements for each Series in Group One and (b) the Servicer shall
withdraw (or shall instruct the Trustee in writing to withdraw) from the
Collection Account and pay to the Holders of the Transferors' Interest an amount
equal to the excess, if any, of (x) the Excess Finance Charges for such
Distribution Date over (y) the aggregate amount for all Series in Group One that
the related Supplements specify are Finance Charge Shortfalls (as defined in the
related Supplements or Transfer Agreements) for such Distribution Date. Excess
Finance Charges for any Distribution Date will be allocated to Series 2003-A in
an amount equal to the product of (x) the aggregate amount of Excess Finance
Charges for such Distribution Date and (y) a fraction, the numerator of which is
the Finance Charge Shortfall for Series 2003-A for such Distribution Date and
the denominator of which is the aggregate amount of Finance Charge Shortfalls
for all the Series in Group One for such Distribution Date. The amount of
"Excess Finance Charges" for Series 2003-A for any Distribution Date shall be
specified in the Transfer Agreement as the Series 2003-A Excess Finance Charge
Amount. On each Distribution Date, the Trustee shall deposit in the Collection
Account for application in accordance with Section 4.5 of the Agreement, the
amount of "Excess Finance Charges" received by the Trustee pursuant to the
Transfer Agreement on such date. The "Finance Charge Shortfall" for Series
2003-A for any Distribution Date shall be equal to the excess, if any, of (a)
the full amount required to be paid, without duplication, pursuant to Sections
4.5(a), 4.5(b), 4.5(c) and 4.7(a) through (j) on such Distribution Date over (b)
the sum of Class A Available Funds, Class B Available Funds and Collateral
Available Funds with respect to the related Monthly Period.

                  Section 4.10      Shared Principal Collections. Subject to
Section 4.04 of the Agreement, Shared Principal Collections for any Distribution
Date will be allocated to Series 2003-A in an amount equal to the product of (x)
the aggregate amount of Shared Principal Collections with respect to all Series
in Group One for such Distribution Date and (y) a fraction, the numerator of
which is the Principal Shortfall for Series 2003-A for such Distribution Date
and the denominator of which is the aggregate amount of Principal Shortfalls for
all the Series which are Principal Sharing Series in Group One for such
Distribution Date. The "Principal Shortfall" for Series 2003-A shall be equal to
(a) for any Distribution Date with respect to the Revolving Period and the Rapid
Amortization Period, zero, and (b) for any Distribution Date

                                       28

<PAGE>

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

                  Section 4.11      Determination of LIBOR.

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

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

                  (c)      If, on the LIBOR Determination Date, such rate does
not appear on Telerate Page 3750 and only one or none of the Reference Banks
provides such offered quotations, LIBOR will be the rate per annum that the
Trustee determines to be the arithmetic mean of the offered quotations that
three major banks in the city of New York selected by the Servicer are quoting
at approximately 11:00 A.M. (New York City time) on that day for loans in United
States dollars to leading European banks for a period of the Designated
Maturity.

                  Section 4.12      Principal Funding Account.

                           (a)(i)   The Servicer, for the benefit of the Series
                  2003-A Certificateholders, shall establish and maintain in the
                  name of the Trustee an Eligible Deposit Account (the
                  "Principal Funding Account"), bearing a designation clearly
                  indicating that the funds deposited therein are held for the
                  benefit of the Series 2003-A Certificateholders. The Principal
                  Funding Account shall initially be established by the Trustee.

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

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<PAGE>

                  Funding Account shall be invested in Eligible Investments that
                  will mature so that such funds will be available at the close
                  of business on the Transfer Date preceding the following
                  Distribution Date. No Eligible Investment shall be disposed of
                  prior to its maturity; provided, however, that the Trustee may
                  sell, liquidate or dispose of an Eligible Investment before
                  its maturity, if so directed in writing by the Servicer, the
                  Servicer having reasonably determined that the interest of the
                  Series 2003-A Certificateholders may be adversely affected if
                  such Eligible Investment is held to its maturity. Unless the
                  Servicer directs otherwise, funds deposited in the Principal
                  Funding Account on a Transfer Date (which immediately precedes
                  a Distribution Date) upon the maturity of any Eligible
                  Investments are not required to be invested overnight.

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

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

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

                           (vi)     Pursuant to the authority granted to the
                  Servicer in Section 3.01(b) of the Agreement, the Servicer
                  shall have the power, revocable by the Trustee, to make
                  withdrawals and payments or to instruct the Trustee in writing
                  to make withdrawals and payments from the Principal Funding
                  Account for the purposes of carrying out the Servicer's or
                  Trustee's duties hereunder. Pursuant to the authority granted
                  to the Paying Agent in Section 5.1 of this Supplement and
                  Section 6.07 of the Agreement, the Paying Agent shall have the
                  power, revocable by the Trustee, to withdraw funds from the
                  Principal Funding Account for the purpose of making
                  distributions to the Series 2003-A Certificateholders.

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

                                       30

<PAGE>

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

                  Section 4.14      Reserve Account.

                  (a)      The Servicer, for the benefit of the Series 2003-A
Holders, shall establish and maintain, in the name of the Trustee, an Eligible
Deposit Account (the "Reserve Account") bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2003-A
Holders. The Reserve Account shall initially be established with the Trustee.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee. If
at any time the Reserve Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
may consent) establish a new Reserve Account meeting the conditions specified
above as an Eligible Deposit Account, and shall transfer any property to such
new Reserve Account. The Trustee, at the written direction of the Servicer,
shall (i) make withdrawals from the Reserve Account from time to time for the
purposes set forth in this Supplement, and (ii) on each Distribution Date (from
and after the Reserve Account Funding Date) prior to the termination of the
Reserve Account make a deposit into the Reserve Account in the amount specified
in, and otherwise in accordance with, Section 4.7(j).

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

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<PAGE>

Trustee of its selection in writing and the Trustee shall be entitled to rely
conclusively on such writing for all purposes, including the Servicer's
compliance with the investment restrictions set forth in the definition of
"Eligible Investment." Funds on deposit in the Reserve Account on any Transfer
Date, after giving effect to any withdrawals from the Reserve Account on such
Transfer Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the immediately
succeeding Transfer Date. The Trustee shall maintain possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Trustee may sell, liquidate or dispose of an
Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interest of the
Series 2003-A Holders may be adversely affected if such Eligible Investment is
held to its maturity. On each Distribution Date, all interest and earnings (net
of losses and investment expenses) accrued since the preceding Distribution Date
on funds on deposit in the Reserve Account shall be retained in the Reserve
Account (to the extent that the amount on deposit in the Reserve Account is less
than the Required Reserve Account Amount) and the balance, if any, shall be
deposited in the Collection Account and treated as Collections of Finance Charge
Receivables allocable to Series 2003-A. For purposes of determining the
availability of funds or the balance in the Reserve Account for any reason under
this Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.

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

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

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

                  (f)      Upon the earliest to occur of (i) the termination of
the Trust pursuant to Article XII of the Agreement, (ii) the day on which the
Class A Investor Amount is paid in full to the Class A Certificateholders, (iii)
if the Accumulation Period has not commenced, the occurrence of a Pay Out Event
with respect to Series 2003-A and (iv) if the Accumulation Period has commenced,
the earlier of the first Special Payment Date and the Class A Expected Final

                                       32

<PAGE>

Distribution Date, the Trustee, acting in accordance with the written
instructions of the Servicer, after the prior payment of all amounts owing to
the Series 2003-A Certificateholders which are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for purposes
of this Supplement.

                                    ARTICLE V
          Distributions and Reports to Series 2003-A Certificateholders

                  Section 5.1       Distributions.

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

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

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

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

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<PAGE>

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

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

                  (g)      Except as provided in Section 12.02 of the Agreement
with respect to a final distribution, distributions to Series 2003-A
Certificateholders hereunder shall be made by check mailed to each Series 2003-A
Certificateholder at such Series 2003-A Certificateholder's address appearing in
the Certificate Register without presentation or surrender of any Series 2003-A
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 2003-A Certificates registered in the name of a Clearing
Agency, such distributions shall be made to such Clearing Agency in immediately
available funds.

                  Section 5.2       Certificates and Statements.

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

                  (b)      On each Distribution Date, the Paying Agent, on
behalf of the Trustee, shall forward to each Series 2003-A Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer.

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

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

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<PAGE>

                                   ARTICLE VI
                          Series 2003-A Pay Out Events

                  Section 6.1       Series 2003-A Pay Out Events. If any one of
the following events (each, a "Series Pay Out Event") shall occur with respect
to Series 2003-A:

                  (a)      failure on the part of the Transferor (A) to make any
payment or deposit required by the terms of the Agreement on or before the date
occurring five Business Days after the date such payment or deposit is required
to be made herein or (B) duly to observe or perform in any material respect any
other covenants or agreements of the Transferor set forth in the Agreement which
has a material adverse effect on the Series 2003-A Holders (which determination
shall be made without reference to whether any funds are available pursuant to
Series Enhancement) and continues unremedied for a period of 60 days after the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, or to the Transferor and
the Trustee by Series 2003-A Holders aggregating not less than 50% of the
outstanding principal balance of the Series 2003-A;

                  (b)      any representation or warranty made by the Transferor
in the Agreement or any information contained in a computer file or microfiche
list required to be delivered by the Servicer or the Transferor pursuant to
Section 2.01 or 2.08 of the Agreement (A) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by Holders of the Series 2003-A Certificates aggregating not less than
50% of the outstanding principal balance of the Series 2003-A Certificates and
(B) as a result of which the interests of the Series 2003-A Certificateholders
are materially and adversely affected (which determination shall be made without
reference to whether any funds are available pursuant to any Series
Enhancement); provided, however, that a Series Pay Out Event pursuant to this
subparagraph (b) shall not be deemed to occur hereunder if the Transferor has
accepted reassignment of the related Receivable, or all of such Receivables, if
applicable, during such period (or such longer period as the Trustee may
specify) in accordance with the provisions hereof and of the Agreement;

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

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

                                       35

<PAGE>

                  (e)      any Servicer Default shall occur which would have a
material adverse effect on the Series 2003-A Certificateholders (which
determination shall be made without reference to whether any funds are available
pursuant to any Series Enhancement); or

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

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

                                   ARTICLE VII
                     Optional Repurchase; Series Termination

                  Section 7.1       Optional Repurchase. On any day occurring on
or after the date on which the Investor Amount is reduced to 5% or less of the
Initial Invested Amount, the Transferor shall have the option (so long as the
Transferor is an Affiliate of the Servicer) to purchase the interest of the
Series 2003-A Holders, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.

                  Section 7.2       Series Termination.

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

                                       36

<PAGE>

                  (b)      The Servicer, on behalf of the Trustee, shall sell
such Receivables (or interests therein) on the Series Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such sale
shall be treated as Collections on the Receivables allocated to Series 2003-A
pursuant to the Agreement and this Supplement; provided, however, that the
Servicer shall determine conclusively the amount of such proceeds which are
allocable to Finance Charge Receivables and the amount of such proceeds which
are allocable to Principal Receivables. During the period from the May 2008
Distribution Date to the Series Termination Date, the Servicer shall continue to
collect payments on the Receivables and allocate and deposit such collections in
accordance with the provisions of the Agreement and the Supplements.

                                  ARTICLE VIII
                               Final Distributions

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

                  (a)      Purchase Price. The amount to be paid with respect to
Series 2003-A in connection with (i) a reassignment of Receivables to the
Transferor pursuant to Section 2.06 of the Agreement or (ii) a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the
Monthly Period in which the reassignment obligation arises under the Agreement.

                  (b)      Distributions Pursuant to Section 7.1 or 7.2 of this
Supplement and Section 10.01 of the Agreement. With respect to the Reassignment
Amount deposited into the Collection Account pursuant to Section 7.1 or 8.1(a)
or any amounts allocable to Series 2003-A deposited into the Collection Account
pursuant to Section 7.2, the Trustee shall, not later than 3:00 p.m. New York
City time, on the related Distribution Date, make deposits or distributions of
the following amounts (in the priority set forth below and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
date) in immediately available funds: (i) (x) the Class A Investor Amount on
such Distribution Date will be distributed to the Paying Agent for payment to
the Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Investor Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders, (iii) (x) the Collateral Invested Amount on such
Distribution Date will be distributed to the Collateral Interest Holder and (y)
an amount equal to the sum of (A) Collateral Minimum Monthly Interest for such
Distribution Date, (B) any

                                       37

<PAGE>

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

                  (c)      Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to Section 8.1(b) for payment to the Series 2003-A Certificateholders
shall be deemed distributed in full to the Series 2003-A Certificateholders on
the date on which such funds are distributed to the Paying Agent pursuant to
this Section and shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement.

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

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

                                       38

<PAGE>

with respect to the related Monthly Period minus (y) the amount distributed to
the Paying Agent pursuant to clause (i) and clause (ii) of this sentence and the
amount distributed to the Collateral Interest Holder pursuant to clause (iii) of
this sentence, and (v) distribute the remaining amount of the Insolvency
Proceeds to the Collateral Interest Holder.

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

                                       39

<PAGE>

                  (c)      Notwithstanding anything to the contrary in this
Supplement or the Agreement, all amounts distributed to the Paying Agent
pursuant to this Section for payment to the Series 2003-A Certificateholders
shall be distributed in full to the Series 2003-A Certificateholders on the date
on which funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.

                  Section 8.3       Instructions Pursuant to Section 9.02(a) of
the Agreement. The Holders of Investor Certificates of Series 2003-A evidencing
more than 50% of the Investor Amount of each Class (including the Collateral
Interest) shall not be considered as having disapproved of any liquidation of
the Receivables and to continue transferring Principal Receivables to the
Trustee pursuant to Section 9.02(a) of the Agreement unless Holders of more than
50% of the Investor Amount of each of the Class A Certificates, the Class B
Certificates and the Collateral Interest instruct the Trustee to such effect in
the manner required pursuant to Section 9.02(a) of the Agreement.

                                   ARTICLE IX
                                  Certificates

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

                                    ARTICLE X
                            Miscellaneous Provisions

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

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

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

                  Section 10.4      GOVERNING LAW. THIS SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE
UCC AS IN EFFECT IN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       40

<PAGE>

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

                  Section 10.6      Amendments. This Supplement may be amended
by the Transferor without the consent of the Servicer, the Trustee or any
Investor Certificateholder if the Transferor provides the Trustee with (i) an
Opinion of Counsel to the effect that such amendment or modification would
reduce the risk that the Trust would be treated as taxable as a publicly traded
partnership pursuant to Code section 7704 and (ii) an Officer's Certificate that
such amendment or modification would not materially and adversely affect any
Investor Certificateholder; provided that no such amendment shall be deemed
effective without (i) the Trustee's consent, if the Trustee's rights, duties and
obligations hereunder are thereby modified and (ii) the Trustee having obtained
written assurance that such amendment or modification will not, by itself, lower
the current ratings on the Series 2003-A Certificates. The Transferor shall
provide the Rating Agencies with prior written notice of any such amendment or
modification.

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

                  Section 10.8      Transfers of the Collateral Interest.

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

                  (b)      Each Assignee will certify that the Collateral
Interest or the interest therein purchased by such Assignee will be acquired for
investment only and not with a view to any public distribution thereof, and that
such Assignee will not offer to sell or otherwise dispose of the Collateral
Interest or any interest therein so acquired by it in violation of any of the
registration requirements of the Securities Act, or any applicable state or
other securities laws. Each Assignee will acknowledge and agree that (i) it has
no right to require the Transferor to register under the Securities Act or any
other securities law the Collateral Interest or the interest therein to be
acquired by the Assignee and (ii) the sale of the Collateral Interest is not
being made by means of the prospectus prepared in connection with the sale of
the Series 2003-A Certificates. Each Assignee will agree with the Transferor
that: (a) such Assignee will deliver to the Transferor on or before the
effective date of any Transfer an Investment Letter, executed by such Assignee
with respect to the purchase by such Assignee of all or a portion of the
Collateral Interest and (b) all of the statements made by such Assignee in its
Investment Letter shall be true and correct as of the date made.

                                       41

<PAGE>

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

                  (d)      This Section 10.8 shall not apply to the transfer and
pledge of the Collateral Interest on the Closing Date by Fleet Credit Card
Funding Trust pursuant to the Transfer Agreement or by Fleet Secured Note Trust
2003-A to the Indenture Trustee (as defined in the Transfer Agreement) pursuant
to the Indenture (as defined in the Transfer Agreement).

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

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

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

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

                  (d)      Such Transferor has caused or will have caused,
within ten (10) days of the initial execution of the Agreement, the filing of
all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest in the Receivables granted to the Trustee pursuant to the Agreement.

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

                                       42

<PAGE>

                           [Signature Page to Follow]

                                       43

<PAGE>

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

                                          FLEET BANK (RI), NATIONAL ASSOCIATION,
                                             Servicer,

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

                                          FLEET CREDIT CARD FUNDING TRUST,
                                             Transferor,

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

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

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

<PAGE>

                                                                     EXHIBIT A-1
                                                                   TO SUPPLEMENT

REGISTERED

                        FLEET CREDIT CARD MASTER TRUST II
                     CLASS A 2.40% ASSET-BACKED CERTIFICATE,
                                  SERIES 2003-A

                  Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

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

No. _____                                           CUSIP NO. __________________
                                                             $__________________

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

                  This certifies that CEDE & CO. (the "Investor
Certificateholder") is the registered owner of an undivided interest in certain
assets of a trust (the "Trust"), created pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 1993 (as amended and restated as of January
1, 2002, and as further amended by Amendment Number 1, dated as of April 1,
2002, the "Amended and Restated Pooling and Servicing Agreement") among the
Bank, as servicer (the "Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as
transferor (the "Transferor") and Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company, as trustee (the "Trustee"), as supplemented by
the Series 2003-A Supplement, dated as of February 27, 2003, among the Bank, as
Servicer, FCCF, as Transferor and the Trustee. The Amended and Restated Pooling
and Servicing Agreement, the Series 2003-A Supplement and any amendments,

<PAGE>

exhibits and schedules thereto are collectively referred to herein as the
"Agreement." The corpus of the Trust consists of (i) a portfolio of receivables
(the "Receivables") arising under selected VISA and MasterCard* consumer credit
card accounts or other revolving consumer credit accounts (the "Accounts") in
portfolios of revolving consumer credit accounts owned by any of the Bank or any
Additional Account Owner, (ii) all moneys due or to become due in payment of the
Receivables and all amounts received with respect to the Receivables and all
proceeds of the Receivables (other than investment earnings related to such
proceeds), (iii) the right to receive certain Allocated Interchange attributed
to cardholder charges for merchandise and services in the Accounts, (iv) certain
amounts recovered from Accounts in which the Receivables have been written off
as uncollectible, (v) proceeds of credit insurance policies relating to the
Receivables and (vi) all monies on deposit in certain bank accounts of the Trust
and the benefits of any type of enhancement ("Series Enhancement") issued with
respect to any Series (the drawing on or payment of such Series Enhancement
being available only to Certificateholders of a specified Series or Class unless
otherwise indicated in the related Supplement). The Trust assets may also
include participations (including 100% participations) representing undivided
interests in a pool of assets primarily consisting of revolving credit card
receivables or consumer loan receivables (secured and unsecured), and any
interests in both such types of receivables, including securities representing
or backed by both such types of receivables, and other self-liquidating
financial assets owned by the Transferor or any affiliate of the Transferor and
collections thereon. The initial Transferor conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the initial Transferor and subsequent
Transferors have conveyed and the Transferor may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.

                  Although a summary of certain provisions of the Agreement is
set forth below, this Class A Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
60 Wall Street, New York, New York 10005, Attention: Corporate Trust & Agency
Services-Structured Finance Services, with a copy to Deutsche Bank Trust Company
Americas, 280 Park Avenue, New York, New York 10017, Attention: Corporate Trust
& Agency Services-Structured Finance Services. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the
Agreement.

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

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

                                     A-1-2

<PAGE>

                  It is the intent of the Transferor and the Class A
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
A Certificates will be treated as indebtedness secured by the Receivables. The
Servicer, by entering into the Agreement, and the Transferor, the Holder of the
Transferors' Interest, each Holder of a Class A Certificate and each Holder of a
Class B Certificate, by acceptance of its Certificate, agrees to treat the
Series 2003-A Certificates for purposes of federal income taxes, state and local
income and franchise taxes, and any other taxes imposed on or measured by
income, as indebtedness of the Transferor.

                  Subject to the terms of the Agreement, payments of principal
of the Class A Certificates are limited to the unpaid Class A Investor Amount,
which may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the January 2006 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 2003-A Certificateholders in the Trust
will terminate following the earlier of (i) the July 2008 Distribution Date and
(ii) the termination of the Trust pursuant to Section 12.01 of the Agreement.

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

                  This Certificate is one of a series of Certificates entitled
"Fleet Credit Card Master Trust II, Class A 2.40% Asset-Backed Certificates,
Series 2003-A" (the "Class A Certificates"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust's assets
are allocated in part to the Holders of the Class A Certificates, in part to the
Holders of the Class B Certificates, in part to the Collateral Interest Holder,
in part to the Holders of Investor Certificates of all other Series and in part
to the Transferor as Holder of the Transferors' Interest. The Transferors'
Interest represents the interest in the Principal Receivables not represented by
the Investor Certificates.

                  The aggregate interest represented by the Series 2003-A
Certificates and the Collateral Interest at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Principal
Allocation Percentage thereof (as set forth in the Agreement) at such time. The
Initial Invested Amount is $750,000,000. The Invested Amount for any date will
equal the sum of the Class A Invested Amount, the Class B Invested Amount and
the Collateral Invested Amount. The Class A Initial Invested Amount is
$637,500,000. The Class A Invested Amount for any date of determination will be
an amount equal to (a) the Class A Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Class A Certificateholders on
or prior to such date, minus (c) the excess, if any, of the aggregate amount of
Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate
amount of Class A Investor Charge-Offs reimbursed prior to such date, minus (d)
the Principal Funding Account Balance (but not in excess of the Class A Initial
Invested Amount) on such date.

                                     A-1-3

<PAGE>

                  Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
April 15, 2003, in an amount equal to one-twelfth of the product of (i) the
Class A Certificate Rate, and (ii) the outstanding principal amount of the Class
A Certificates as of the preceding Record Date; provided, however, with respect
to the April 2003 Distribution Date, the amount of interest distributed on the
Class A Certificates will be $2,040,000.00.

                  The Class A Certificates will bear interest at the rate of
2.40% per annum (the "Class A Certificate Rate").

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

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

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

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

                  The Agreement may be amended under certain circumstances by
the Servicer, the Transferor and the Trustee, without Certificateholder consent,
provided that (i) the Transferor shall have delivered to the Trustee an
Officer's Certificate to the effect that the Transferor reasonably believes that
such amendment will not result in the occurrence of a Pay Out Event or
materially adversely affect the amount or timing of distributions to be made to
the Investor Certificateholders of any Series or Class and (ii) written
confirmation from each Rating Agency that such amendment will not result in a
reduction or withdrawal of the rating of the Series 2003-A Certificates or the
rating of any other outstanding Series or Class with respect to which it is a
Rating Agency.

                                     A-1-4

<PAGE>

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

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

                  As provided in the Agreement and subject to certain
limitations therein set forth, this Class A Certificate is exchangeable for a
new Class A Certificate evidencing a like aggregate fractional undivided
interest, as requested by the Holder surrendering this Class A Certificate. No
service charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

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

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

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

                                     A-1-5

<PAGE>

Class A Certificate shall not be entitled to any benefit under the Agreement, or
be valid for any purpose.

                                     A-1-6

<PAGE>

                  IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.

                                            FLEET CREDIT CARD FUNDING TRUST

                                            By: ________________________________
                                                Vice President

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

                                            DEUTSCHE BANK TRUST COMPANY
                                               AMERICAS,
                                             as Trustee,

                                            By: ________________________________
                                                Authorized Officer

Dated: February 27, 2003

                                     A-1-7

<PAGE>

                                   ASSIGNMENT

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

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

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

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

Dated: ________________________

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

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

                                     A-1-8

<PAGE>

                                                                     EXHIBIT A-2
                                                                   TO SUPPLEMENT

REGISTERED

                        FLEET CREDIT CARD MASTER TRUST II
                 CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
                                  SERIES 2003-A

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

                  Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

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

No. ___                                             CUSIP NO. __________________
                                                             $__________________

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

This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and restated on January 1, 2002, and as further
amended by Amendment Number 1, dated as of April 1, 2002, the "Amended and
Restated Pooling and Servicing Agreement") among the Bank, as servicer (the
"Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as transferor (the
"Transferor") and Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
2003-A Supplement, dated as of February 27,

<PAGE>

2003, among the Bank, as Servicer, FCCF, as Transferor and the Trustee. The
Amended and Restated Pooling and Servicing Agreement, the Series 2003-A
Supplement and any amendments, exhibits and schedules thereto are collectively
referred to herein as the "Agreement." The corpus of the Trust consists of (i) a
portfolio of receivables (the "Receivables") arising under selected VISA and
MasterCard* consumer credit card accounts or other revolving consumer credit
accounts (the "Accounts") in portfolios of revolving consumer credit accounts
owned by any of the Bank or any Additional Account Owner, (ii) all moneys due or
to become due in payment of the Receivables and all amounts received with
respect to the Receivables and all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Allocated Interchange attributed to cardholder charges for merchandise
and services in the Accounts, (iv) certain amounts recovered from Accounts in
which the Receivables have been written off as uncollectible, (v) proceeds of
credit insurance policies relating to the Receivables and (vi) all monies on
deposit in certain bank accounts of the Trust and the benefits of any type of
enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by the
Transferor or any affiliate of the Transferor and collections thereon. The
initial Transferor conveyed to the Trust all Receivables existing under certain
designated Accounts at the time of the formation of the Trust and all
Receivables arising under such Accounts from time to time thereafter. In
addition, the initial Transferor and subsequent Transferors have conveyed and
the Transferor may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.

                  Although a summary of certain provisions of the Agreement is
set forth below, this Class B Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
60 Wall Street, New York, New York 10005, Attention: Corporate Trust & Agency
Services-Structured Finance Services, with a copy to Deutsche Bank Trust Company
Americas, 280 Park Avenue, New York, New York 10017, Attention: Corporate Trust
& Agency Services-Structured Finance Services. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the
Agreement.

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

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

                                      A-2-2

<PAGE>

                  It is the intent of the Transferor and the Class B
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
B Certificates will be treated as indebtedness secured by the Receivables. The
Servicer, by entering into the Agreement, and the Transferor, the Holder of the
Transferors' Interest, each Holder of a Class B Certificate, and each Holder of
a Class A Certificate, by acceptance of its Certificate, agrees to treat the
Series 2003-A Certificates for purposes of federal income taxes, state and local
income and franchise taxes, and any other taxes imposed on or measured by
income, as indebtedness of the Transferor.

                  Subject to the terms of the Agreement, payments of principal
of the Class B Certificates are limited to the unpaid Class B Investor Amount,
which may be less than the unpaid principal balance of the Class B Certificates,
pursuant to the terms of the Agreement. Principal payments on the Class B
Certificates will not be made unless the Class A Certificates are paid in full.
All principal of and interest on the Class B Certificates is scheduled to be
paid by the January 2006 Distribution Date, but may be paid earlier. Subject to
prior termination as provided in the Agreement, the interest of the Series
2003-A Certificateholders in the Trust will terminate following the earlier of
(i) the July 2008 Distribution Date and (ii) the termination of the Trust
pursuant to Section 12.01 of the Agreement.

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

                  This Certificate is one of a series of Certificates entitled
"Fleet Credit Card Master Trust II, Class B Floating Rate Asset-Backed
Certificates, Series 2003-A" (the "Class B Certificates"), each of which
represents a fractional undivided interest in certain assets of the Trust. The
Trust's assets are allocated in part to the Holders of the Class B Certificates
and in part to the Holders of the Class A Certificates, in part to the
Collateral Interest Holder, in part to the Holders of Investor Certificates of
all other Series and in part to the Transferor as Holder of the Transferors'
Interest. The Transferors' Interest represents the interest in the Principal
Receivables not represented by the Investor Certificates.

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

                  The aggregate interest represented by the Series 2003-A
Certificates and the Collateral Interest at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Principal
Allocation Percentage thereof (as set forth in the Agreement) at such time. The
Initial Invested Amount is $750,000,000. The Invested Amount for any date will
equal the sum of the Class A Invested Amount, the Class B Invested Amount and
the Collateral Invested Amount. The Class B Initial Invested Amount is
$45,000,000. The Class B Invested Amount for any date will be an amount equal to
(a) the Class B Initial Invested Amount, minus (b) the aggregate amount of
principal payments made to the Class B Certificateholders on or

                                      A-2-3

<PAGE>

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

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

                  The Class B Certificates will bear interest for each Interest
Period at the rate of 0.35% per annum above LIBOR determined as set forth below
(the "Class B Certificate Rate").

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

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

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

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

                                      A-2-4

<PAGE>

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

                  (iii) If, on the LIBOR Determination Date, such rate does not
         appear on Telerate Page 3750 and only one or none of the Reference
         Banks provides such offered quotations, LIBOR will be the rate per
         annum that the Trustee determines to be the arithmetic mean of the
         offered quotations that three major banks in The City of New York
         selected by the Servicer are quoting at approximately 11:00 A.M. (New
         York City time) on that day for loans in United States dollars to
         leading European banks for a period of the Designated Maturity.

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

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

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

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

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

                                      A-2-5

<PAGE>

limited in right of payment to certain Collections respecting the Receivables
(and certain other amounts), all as more specifically set forth herein and in
the Agreement.

                  The Agreement may be amended under certain circumstances by
the Servicer, the Transferor and the Trustee, without Certificateholder consent,
provided that (i) the Transferor shall have delivered to the Trustee an
Officer's Certificate to the effect that the Transferor reasonably believes that
such amendment will not result in the occurrence of a Pay out Event or
materially adversely affect the amount or timing of distributions to be made to
the Investor Certificateholders of any Series or Class and (ii) written
confirmation from each Rating Agency that such amendment will not result in a
reduction or withdrawal of the rating of the Series 2003-A Certificates or the
rating of any other outstanding Series or Class with respect to which it is a
Rating Agency.

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

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

                  As provided in the Agreement and subject to certain
limitations therein set forth, this Class B Certificate is exchangeable for a
new Class B Certificate evidencing a like aggregate fractional undivided
interest, as requested by the Holder surrendering this Class B Certificate. No
service charge may be imposed for any such exchange, but the Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

                                      A-2-6

<PAGE>

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

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

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

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

                                      A-2-7

<PAGE>

                  IN WITNESS WHEREOF, the Transferor has caused this Class B
Certificate to be duly executed.

                                            FLEET CREDIT CARD FUNDING TRUST

                                            By:_________________________________
                                               Vice President

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

                                            DEUTSCHE BANK TRUST COMPANY
                                                 AMERICAS,
                                               as Trustee,

                                            By:_________________________________
                                               Authorized Officer

Dated: February 27, 2003

                                      A-2-8

<PAGE>

                                   ASSIGNMENT

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

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
___________________________
:                          :
:                          :
:                          :
___________________________                 _____________________________
(PLEASE PRINT OR TYPEWRITE                  NAME AND ADDRESS OF ASSIGNEE)

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

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

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

                                      A-2-9

<PAGE>

                                                                       EXHIBIT B
                                                                   TO SUPPLEMENT

                        MONTHLY PAYMENT INSTRUCTIONS AND
                           NOTIFICATION TO THE TRUSTEE

                      FLEET BANK (RI), NATIONAL ASSOCIATION

                        FLEET CREDIT CARD MASTER TRUST II
                                  SERIES 2003-A

         The undersigned, a duly authorized representative of Fleet Bank (RI),
National Association, (the "Bank"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of December 1, 1993, as amended and restated as of
January 1, 2002, and as further amended by Amendment Number 1, dated as of April
1, 2002 ("Amended and Restated Pooling and Servicing Agreement") among the Bank,
as servicer (the "Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as
transferor (the "Transferor") and Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company, as trustee (the "Trustee"), as supplemented by
the Series 2003-A Supplement, dated as of February 27, 2003, by and among the
Bank, as Servicer, FCCF, as Transferor and the Trustee, does hereby certify as
follows:

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

                  B) The Bank is Servicer under the Agreement.

                  C) The undersigned is a Servicing Officer.

                  D) The date of this notice is a Determination Date under the
Agreement.

<PAGE>

I.       APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS,
         COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR PRINCIPAL
         COLLECTIONS.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     B-2

<PAGE>

         D)  Available Investor Principal Collections (Sections 4.5(d) and (e)):

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

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

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

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

         E)  Excess Spread (Section 4.7):

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

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

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

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

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

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

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

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

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

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

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

                                     B-3

<PAGE>

         F)  Reallocated Principal Collections (Section 4.8):

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

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

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

         G)  Excess Finance Charges (Section 4.9):

            (1) Finance Charge Shortfall for Series 2003-A........   $__________

            (2) Excess Finance Charges from other Series in Group
                One allocated to Series 2003-A....................   $__________

         H)  Shared Principal Collections (Section 4.10):

            (1) Principal Shortfall for Series 2003-A.............   $__________

            (2) Shared Principal Collections from other Series
                in Group One allocated to Series 2003-A...........   $__________

                                                                     $__________

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

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

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

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

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

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

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

            (7) Principal Collections distributable to Fleet         $__________

                                     B-4

<PAGE>

                Credit Card Funding Trust as holder of the
                Transferors Certificate on Distribution Date......   $__________

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

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

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

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

                                     B-5

<PAGE>

                  IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.

                                          FLEET BANK (RI), NATIONAL ASSOCIATION,
                                               as Servicer

                                          By:_________________________________
                                             Servicing Officer
                                       B-6

<PAGE>

                                                                       EXHIBIT C
                                                                   TO SUPPLEMENT

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

                      FLEET BANK (RI), NATIONAL ASSOCIATION

                        FLEET CREDIT CARD MASTER TRUST II
                                  SERIES 2003-A

                  Under the Pooling and Servicing Agreement dated as of December
1, 1993, as amended and restated as of January 1, 2002, and as further by
Amendment Number 1, dated as of April 1, 2002 (the "Amended and Restated Pooling
and Servicing Agreement") among the Bank, as servicer (the "Servicer"), Fleet
Credit Card Funding Trust ("FCCF"), as transferor (the "Transferor") and
Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company,
as trustee (the "Trustee"), as supplemented by the Series 2003-A Supplement,
dated as of February 27, 2003, by and among the Bank, as Servicer, FCCF, as
Transferor and the Trustee, the Bank, as Servicer, is required to prepare
certain information each month regarding current distributions to all Series
2003-A Certificateholders. This statement relates to the Distribution Date (the
"Distribution Date") and the performance of the Fleet Credit Card Master Trust
II (the "Trust") during the prior Monthly Period (the "Monthly Period"). Certain
of the information is presented on the basis of an original principal amount of
$1,000 per Series 2003-A Certificate. Certain other information is presented
based on the aggregate amounts for the Trust as a whole. All capitalized terms
used herein shall have the respective meanings set forth in the Agreement.

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

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

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

<PAGE>

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

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

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

7.  The aggregate amount of Collections of Receivables processed
    for the prior Monthly Period which were allocated in respect
    of Series 2003-A..............................................   $__________

8.  The aggregate amount of Collections of Principal Receivables
    processed during the prior Monthly Period and allocated in
    respect of Series 2003-A......................................   $__________

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

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

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

12. The Principal Allocation Percentage(s) during the prior
    Monthly Period................................................   __% [Dates]
                                                                     __% [Dates]

13. The Floating Allocation Percentage(s) during the prior Monthly
    Period........................................................   __% [Dates]
                                                                     __% [Dates]

14. The aggregate outstanding balance of Accounts which are 30,      $__________
    60, 90, 120 and 150 or more days delinquent as of the end of     $__________
    the prior Monthly Period is...................................   $__________
                                                                     $__________
                                                                     $__________

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

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

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

                                     C-2

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     C-3

<PAGE>

35. The amount on deposit in the Reserve Account as of the close
    of busines on the Distribution Date is........................   $__________

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

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

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

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

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

                                          FLEET BANK (RI), NATIONAL ASSOCIATION,
                                               as Servicer

                                          By:___________________________________
                                             Title

                                     C-4

<PAGE>

                                                                       EXHIBIT D
                                                                   TO SUPPLEMENT

                            FORM OF INVESTMENT LETTER

                                     [Date]

         Re:      Fleet Credit Card Master Trust II;
                  Purchases of Series 2003-A Collateral Interest

Ladies and Gentlemen:

                  This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 2003-A
Supplement, dated as of February 27, 2003 (the "Series Supplement") to the
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and
supplemented, the "Agreement"), each among Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as Trustee, Fleet Credit Card Frunding
Trust, as Transferor, and Fleet Bank (RI), National Association, as Servicer.
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to and agrees with the
Transferor as follows:

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

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

                  (c)      The Purchaser is acquiring an interest in the
                           Collateral Interest without a view to any
                           distribution, resale or other transfer thereof
                           except, with respect to any Collateral Interest or
                           any interest or participation therein, as
                           contemplated in the following sentence. The Purchaser
                           will not resell or otherwise transfer any interest or
                           participation in the Collateral Interest, except in
                           accordance with Section 10.8 of the Series Supplement
                           and (i) in a transaction exempt from the registration
                           requirements of the Securities Act of 1933, as
                           amended, and applicable state securities or "blue
                           sky" laws; (ii) to the Transferor or any affiliate of
                           the Transferor; or (iii) to a person who the
                           Purchaser reasonably believes is a qualified
                           institutional

<PAGE>

                           buyer(within the meaning thereof in Rule 144A under
                           the Securities Act) that is aware that the resale or
                           other transfer is being made in reliance upon Rule
                           144A. In connection therewith, the Purchaser hereby
                           agrees that it will not resell or otherwise transfer
                           the Collateral Interest or any interest therein
                           unless the purchaser thereof provides to the
                           addressee hereof a letter substantially in the form
                           hereof.

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

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

                                            Very truly yours,

                                            [NAME OF PURCHASER]

                                            By: _______________________________
                                                Name:
                                                Title:

AGREED TO AS OF THE DATE FIRST
ABOVE WRITTEN:

FLEET CREDIT CARD FUNDING TRUST

By: _______________________
    Name:
    Title:

                                      D-2