<PAGE>

                                FIRST AMENDMENT
                                      TO
                      SERIES 2000-A INDENTURE SUPPLEMENT

     This FIRST AMENDMENT, dated as of July 19, 2001 (this "Amendment"), is to
                                                            ---------
the Series 2000-A Indenture Supplement, dated as of December 1, 2000 (the
"Indenture Supplement"), between Spiegel Credit Card Master Note Trust, a trust
---------------------
organized and existing under the laws of the State of Illinois (the "Issuer" or
                                                                     ------
the "Trust"), and The Bank of New York, a banking corporation organized and
     -----
existing under the laws of the State of New York, not in its individual
capacity, but solely as indenture trustee (the "Indenture Trustee").  Unless
                                                -----------------
otherwise defined herein, capitalized terms used herein have the meanings
ascribed to such terms in the Indenture Supplement.

     WHEREAS, the Issuer and the Indenture Trustee desire to amend the Indenture
Supplement in certain respects set forth below;

     NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

1.   Amendments to Indenture Supplement. The Indenture Supplement is hereby
     ----------------------------------
amended as follows:

     (a) The definition of "Allocation Percentage" in Section 2.1 of the
Indenture Supplement is amended by deleting clause (b) thereof and substituting
the following therefor:

               "(b) the denominator of which shall be the greater of
          (x) the sum of the Aggregate Principal Receivables and the
          amount on deposit in the Excess Funding Account (exclusive
          of any investment earnings on such amount) in each case as
          of the end of the Business Day preceding such date of
          determination and (y) the sum of the numerators used to
          calculate the Allocation Percentages for allocations with
          respect to Finance Charge Collections, Principal Collections
          or Default Amounts, as applicable, for all outstanding
          Series or "Series" under (and as defined in) the Pooling and
          Servicing Agreement (other than Series represented by the
          Collateral Certificate) on such date of determination.

     (b) The definition of "Collateral Amount" in Section 2.1 of the Indenture
Supplement is amended by adding the following words before the final period
thereof:

          ", plus (f) any additional amount designated by the Seller
          pursuant to Section 8.9"
                      -----------
<PAGE>

     (c) The definition of "Monthly Principal Reallocation Amount" in Section
2.1 of the Indenture Supplement is amended by deleting clause (a) thereof and
substituting the following therefore:

          "(a) the excess of the Required Amount, over the amount of
          Available Finance Charge Collections applied to pay the
          Required Amount pursuant to subsection 4.4(a);"
                                      -----------------

     (d) The following Section is added immediately following Section 8.8 of the
Indenture Supplement:

          "Section 8.9  Increase of Collateral Amount. The Seller may,
                        -----------------------------
          in its sole discretion, increase the Collateral Amount to
          cure any breach set forth in Section 4.02(g)(i) of the
          Insurance Agreement; provided that, after giving effect to
                               --------
          any such increase, the Aggregate Principal Balance shall not
          be less than the Minimum Aggregate Principal Balance; and
          provided, further that the Servicer may, at the direction of
          --------  -------
          the Seller, retain Principal Collections otherwise
          distributable to the holders of the Seller Interest in the
          Excess Funding Account for the purpose of increasing the
          Aggregate Principal Balance so that the Aggregate Principal
          Balance shall at least equal the Minimum Aggregate Principal
          Balance after giving effect to such increase; and provided
                                                            --------
          further that the Seller may, in its sole discretion,
          -------
          decrease the Collateral Amount if such decrease would not
          cause a breach of the covenant set forth in Section
          4.02(g)(i) of the Insurance Agreement."

2.   Conditions. In accordance with Section 10.2 of the Indenture, the foregoing
     ----------
amendments shall become effective as of the date first written above upon (i)
the execution of this Amendment by the Issuer and the Indenture Trustee, (ii)
the consent to this Amendment by the Insurer, the Seller and the Servicer and
(iii) the satisfaction of the conditions set forth in Section 10.2 of the
Indenture.

3.   Miscellaneous.  As herein amended, the Indenture Supplement shall remain in
     -------------
full force and effect and is hereby ratified and confirmed in all respects.
This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. This Amendment may be
executed in any number of counterparts and by the different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Amendment.

4.   Governing Law. This Amendment shall be construed in accordance with the
     -------------
laws of the State of Illinois, without reference to its conflict of law
provisions, and the

                                       2
<PAGE>

obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws; provided, however, that the duties and obligations of
the Indenture Trustee shall be construed in accordance with the laws of the
State of New York without reference to its conflict of laws provisions.

                                       3
<PAGE>

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Amendment to be duly executed by their respective officers as of the date first
written above.


                         SPIEGEL CREDIT CARD MASTER NOTE
                         TRUST, as Issuer

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


                         By: /s/ Eileen M. Hughes
                             Title:  Vice President


                         THE BANK OF NEW YORK, as Indenture Trustee


                         By: /s/ Robert D. Foltz
                             Title:  Authorized Agent

                                       4
<PAGE>

Acknowledged and Accepted:


FIRST CONSUMERS NATIONAL BANK,
 as Servicer


By: /s/ John R. Steele
    Title: Treasurer


SPIEGEL CREDIT CORPORATION III,
    as Seller


By: /s/ John R. Steele
    Title: Treasurer

MBIA INSURANCE CORPORATION


By: /s/ Lisa A. Wilson
    Title: Assistant Secretary

                                       5