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                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION

                      Transferor on and after June 1, 1996,

                            THE CHASE MANHATTAN BANK,

                  Transferor prior to June 1, 1996 and Servicer

                                       and

                              THE BANK OF NEW YORK,

                                     Trustee

                       on behalf of the Certificateholders

                        of Chase Credit Card Master Trust

                 (formerly Chemical Master Credit Card Trust I)


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


                                 FIRST AMENDMENT

                           Dated as of March 31, 2001

                                       to

                           THIRD AMENDED AND RESTATED
                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 15, 1999

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


<PAGE>

     FIRST AMENDMENT to THIRD AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT, dated as of March 31, 2001 (the "First Amendment"), by and among
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), as Transferor on
and after June 1, 1996, THE CHASE MANHATTAN BANK, as Transferor prior to June 1,
1996, and as Servicer, and THE BANK OF NEW YORK, as Trustee (as amended and
supplemented through the date hereof, the "Pooling and Servicing Agreement").

     WHEREAS, Section 13.1(b) of the Pooling and Servicing Agreement provides
that the Servicer, the Transferor and the Trustee, without the consent of the
Certificateholders, may amend the Pooling and Servicing Agreement from time to
time upon the satisfaction of certain conditions;

     WHEREAS, the Servicer, the Transferor and the Trustee desire to amend the
Pooling and Servicing Agreement as set forth below; and

     WHEREAS, all conditions precedent to the execution of this Amendment have
been complied with;

     NOW, THEREFORE, the Servicer, the Transferor and the Trustee are executing
and delivering this Amendment in order to amend the Pooling and Servicing
Agreement in the manner set forth below.

     Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.


     SECTION 1. Amendments to Section 1.1. (a) Section 1.1 of the Pooling and
Servicing Agreement shall be amended to delete the definition therein of
"Recoveries" and replace it with the following:

     "Recoveries" shall mean (i) with respect to any Monthly Period or any
shorter period commencing on or after the Restated Recovery Determination Date,
the product of (a) all amounts recorded as recoveries on the Bank Portfolio by
the Servicer during such Monthly Period or such shorter period, as the case may
be, and (b) a fraction, the numerator which shall be the Default Amount for such
Monthly Period or shorter period, as applicable, and the denominator of which
shall be the aggregate amount of Principal Receivables in the Bank Portfolio
which were charged off by the Servicer as uncollectible for such Monthly Period
or shorter period, as applicable, and (ii) with respect to any Monthly Period or
any shorter period ending prior to the Restated Recovery Determination Date, the
product of (a) all amounts recorded as recoveries on the Bank Portfolio by the
Servicer during such Monthly Period or such shorter period, as the case may be,
and (b) the Trust Percentage for such Monthly Period or such shorter period, as
applicable.

                                       2

<PAGE>


     (b) Section 1.1 of the Pooling and Servicing Agreement shall be amended to
delete the definition therein of "Recovery Determination Date" and to replace it
with the following definition of "Restated Recovery Determination Date":

     "Restated Recovery Determination Date" shall mean April 1, 1998.

     (c) Section 1.1 of the Pooling and Servicing Agreement shall be amended to
delete the definition therein of "Permitted Investments" and replace it with the
following definition of "Permitted Investments":

     "Permitted Investments" shall mean, unless otherwise provided in the
Supplement with respect to any Series:

     (a)  book-entry securities or negotiable instruments or securities
          represented by instruments in bearer or registered form which evidence
          (i) obligations of or fully guaranteed by the United States of
          America; (ii) demand deposits, time deposits or certificates of
          deposit of any depositary institution or trust company incorporated
          under the laws of the United States of America or any state thereof
          (or domestic branches of foreign banks) which mature no later than 90
          days after the date of investment, and subject to supervision and
          examination by federal or state banking or depositary institution
          authorities, which mature no later than 90 days after the date of
          investment; provided, however, that at the time of the Trust's
          investment or contractual commitment to invest therein, the
          certificates of deposit or short-term deposits of such depositary
          institution or trust company shall have a credit rating from Moody's
          and Standard & Poor's of "P-1" and "A-1+", respectively; (iii)
          commercial paper, other than commercial paper issued by the Transferor
          or any of its Affiliates, having, at the time of the Trust's
          investment or contractual commitment to invest therein, a rating from
          Moody's and Standard & Poor's of "P-1" and "A-l+", respectively and
          (iv) bankers' acceptances issued by any depository institution or
          trust company described in clause (a)(ii) above;

     (b)  demand deposits in the name of the Trust or the Trustee in any
          depositary institution or trust company referred to in clause (a)(ii)
          above;

     (c)  repurchase agreements transacted with either

               (i) an entity subject to the United States federal bankruptcy
          code, provided that (A) the repurchase agreement matures prior to the
          next Distribu-


                                       3
<PAGE>

          tion Date or is due on demand, (B) the Trustee or a third party acting
          solely as agent for the Trustee has possession of the collateral, (C)
          the Trustee on behalf of the Trust has a security interest in the
          collateral, (D) the market value of the collateral is maintained at
          the requisite collateral percentage of the obligation in accordance
          with standards of the Rating Agencies, (E) the failure to maintain the
          requisite collateral level will obligate the Trustee to liquidate the
          collateral immediately, (F) the securities subject to the repurchase
          agreement are either obligations of, or fully guaranteed as to
          principal and interest by, the United States of America or any
          instrumentality or agency thereof, certificates of deposit or bankers
          acceptances and (G) the securities subject to the repurchase agreement
          are free and clear of any third party lien or claim; or

               (ii) a financial institution insured by the FDIC, or any
          broker-dealer with "retail customers" that is under the jurisdiction
          of the Securities Investors Protection Corp. ("SIPC"), provided that
          (A) the market value of the collateral is maintained at the requisite
          collateral percentage of the obligation in accordance with the
          standards of the Rating Agencies, (B) the Trustee or a third party
          (with a short-term debt rating of P-1 or higher by Moody's) acting
          solely as agent for the Trustee has possession of the collateral, (C)
          the Trustee on behalf of the Trust has a security interest in the
          collateral, (D) the collateral is free and clear of third party liens
          and, in the case of an SIPC broker, was not acquired pursuant to a
          repurchase or reverse repurchase agreement and (E) the failure to
          maintain the requisite collateral percentage will obligate the Trustee
          to liquidate the collateral; provided, however, that at the time of
          the Trust's investment or contractual commitment to invest in any
          repurchase agreement, the short-term deposits or commercial paper
          rating of such entity or institution in subsections (i) and (ii) shall
          have a credit rating of "P-1" from Moody's and "A-1+" from Standard &
          Poor's; and

     (d)  such other investments, other than investments in the Transferor or
          any of its Affiliates, where the short-term unsecured debt or deposits
          of the obligor on such investments are rated "A-1+" by Standard and
          Poor's and P-1 by Moody's.

     (d)  Section 1.1 of the Pooling and Servicing Agreement shall be amended to
          add the following defined terms:

                                       4
<PAGE>

     "Permitted Activities" shall mean the primary activities of the Trust,
     which shall be:

     (a)  holding Receivables transferred from the Transferor and other assets
          of the Trust, including any Credit Enhancement with respect to any
          Series and passive derivative financial instruments that pertain to
          beneficial interests issued or sold to parties other than the
          Transferor, its Affiliates or its agents;

     (b)  issuing Certificates and other interests in the Trust assets;

     (c)  receiving Collections and making payments on such Certificates and
          interests in accordance with the terms of this Pooling and Servicing
          Agreement and any Series Supplement; and

     (d)  engaging in other activities that are necessary or incidental to
          accomplish these limited purposes, which activities can not be
          contrary to the status of the Trust as a qualified special purpose
          entity under existing accounting literature.

     "SFAS 140" shall mean Statement of Financial Accounting Standard No. 140,
     Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities.

     SECTION 2. Amendment to Section 2.7. Section 2.7 of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:

     Section 2.7 Removal of Accounts.

          (a) Subject to the conditions set forth below, the Transferor may, but
     shall not be obligated to, designate Receivables from Accounts for deletion
     and removal ("Removed Accounts") from the Trust. On or before the fifth
     Business Day (the "Removal Notice Date") prior to the date on which the
     designated Removed Accounts will be reassigned by the Trustee to the
     Transferor (the "Removal Date"), the Transferor shall give the Trustee and
     the Servicer written notice that the Receivables from such Removed Accounts
     are to be reassigned to the Transferor.

          (b) The Transferor shall be permitted to designate and require
     reassignment to it of the Receivables from Removed Accounts only upon
     satisfaction of the following conditions:

                                       5
<PAGE>

               (i) The removal of any Receivables of any Removed Accounts on any
          Removal Date shall not, in the reasonable belief of the Transferor,
          (a) cause a Pay Out Event to occur; provided, however, that for the
          purposes of this subsection 2.7(b)(i), the Receivables of each Removed
          Account shall be considered to have been removed as of the Removal
          Date, (b) cause the Transferor Interest to be less than the Minimum
          Transferor Interest on such Removal Date, (c) cause the sum of the
          aggregate amount of Principal Receivables and the Excess Funding
          Amount to be less than the Minimum Aggregate Principal Receivables, or
          (d) result in the failure to make any payment specified in the related
          Supplement with respect to any Series;

               (ii) On or prior to the Removal Date, the Transferor shall have
          delivered to the Trustee for execution a written assignment in
          substantially the form of Exhibit G (the "Reassignment") and, within
          five Business Days thereafter, or as otherwise agreed upon between the
          Transferor and the Trustee, the Transferor shall have delivered to the
          Trustee a computer file or microfiche list containing a true and
          complete list of all Removed Accounts identified by account number and
          the aggregate amount of the Receivables in such Removed Accounts as of
          the Removal Date, which computer file or microfiche list shall as of
          the Removal Date modify and amend and be made a part of this
          Agreement;

               (iii) The Transferor shall represent and warrant that (x) the
          designation and reassignment of such Receivables from Removed Accounts
          will not (i) adversely affect the tax characterization as debt of any
          Class of Investor Certificates of any outstanding Series or Class in
          respect of which an opinion was delivered at the time of issuance that
          such Class would be treated as debt for U.S. federal income tax
          purposes, (ii) cause the Trust following such designation and
          acceptance to be deemed to be an association (or a "publicly traded
          partnership" within the meaning of Section 7704(b) of the Code)
          taxable as a corporation and (iii) cause or constitute a taxable event
          in which gain or loss would be recognized by any Investor
          Certificateholder or the Trust and (y) no selection procedures
          believed by the Transferor to be materially adverse to the interests
          of the Certificateholders were utilized


                                       6
<PAGE>

          in selecting the Removed Accounts to be removed from the Trust, and
          (z) (I) a random selection procedure was used by the Transferor in
          selecting the Removed Accounts and only one such removal of randomly
          selected accounts shall occur in the then current Monthly Period or
          (II) the Removed Accounts are subject to an arrangement with a third
          party pursuant to which such third party has the right or the option
          to, purchase the Removed Accounts and which right or option has arisen
          in response to a third-party action or decision not to act and not the
          unilateral action of the Transferor and such right or option has been
          exercised by the third party;

               (iv) As of the Removal Notice Date, either (a) the Receivables
          are not more than 15% delinquent by estimated principal amount and the
          weighted averaged delinquency of such Receivables is not more than 60
          days, or (b) the Receivables are not more than 7% delinquent by
          estimated principal amount and the weighted average delinquency of
          such Receivables does not exceed 90 days;

               (v) On or before the tenth Business Day prior to the Removal
          Date, each Rating Agency shall have received notice of such proposed
          removal of the Receivables of such Accounts and the Transferor shall
          have received written confirmation from each Rating Agency that such
          removal will satisfy the Rating Agency Condition; and

               (vi) The Transferor shall have delivered to the Trustee an
          Officer's Certificate confirming the items set forth in clauses (i)
          through (v) above. The Trustee may conclusively rely on such Officer's
          Certificate, shall have no duty to make inquiries with regard to the
          matters set forth therein and shall incur no liability in so relying.

     Upon satisfaction of the above conditions, the Trustee shall execute and
deliver the Reassignment to the Transferor, and the Receivables from the Removed
Accounts shall no longer constitute a part of the Trust.

                                       7
<PAGE>

     SECTION 3. Amendment to Section 4.3(d). Section 4.3(d) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:

          Transfer of Defaulted Accounts and Accounts with Zero Balances. Unless
     otherwise provided in any Supplement, on the date on which (i) an Account
     becomes a Defaulted Account, (ii) an Account (a) with respect to which the
     card has been lost, stolen or authorization prohibited, and (b) which has
     had an outstanding balance of zero for at least six months, has been closed
     by the Servicer, (iii) an Account (a) which has been designated by the
     Servicer as "frozen", revoked or interest accrual prohibited, and (b) which
     has had an outstanding balance of zero for at least two months, has been
     closed by the Servicer, the Trust shall automatically and without further
     action or consideration be deemed to transfer, set over, and otherwise
     convey to the Transferor, without recourse, representation or warranty, all
     the right, title and interest of the Trust such Defaulted Accounts and
     Accounts with zero balances, including, with respect to Defaulted Accounts,
     all right, title and interest in and to Receivables in such Defaulted
     Accounts, all monies due or to become due with respect to such Receivables,
     all proceeds of such Receivables and Insurance Proceeds relating to such
     Receivables allocable to the Trust with respect to such Receivables.
     Notwithstanding any such transfer of Accounts, amounts recovered with
     respect to such Defaulted Accounts may still be allocated to the Trust to
     the extent provided for in the definition of Recoveries.

     SECTION 4. Amendment to Section 9.2(a). Section 9.2(a) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:

     (a) If any event set forth in Section 9.1(a) or (b) shall occur (any such
     event, an "Insolvency Event"), the Transferor shall on the day of such
     Insolvency Event (the "Appointment Day") immediately cease to transfer
     Principal Receivables to the Trust and shall promptly give notice to


                                       8
<PAGE>

     the Trustee of such Insolvency Event and the arrangement among the parties
     created hereby shall be deemed to have been dissolved, subject to the
     liquidation and winding up procedures described below. Notwithstanding any
     cessation of the transfer to the Trust of additional Principal Receivables,
     Finance Charge Receivables, whenever created, accrued in respect of
     Principal Receivables which have been transferred to the Trust shall
     continue to be a part of the Trust, and Collections with respect thereto
     shall continue to be allocated and paid in accordance with Article IV.
     Within 15 days of the Appointment Day, the Trustee shall (i) publish a
     notice in an Authorized Newspaper that an Insolvency Event has occurred and
     that the Trustee intends to sell, dispose or otherwise liquidate the
     Receivables and (ii) send written notice to the Investor Certificateholders
     describing the provisions of this Section 9.2 and requesting instructions
     from such Holders. Unless within 75 days from the day notice pursuant to
     clause (i) above is first published the Trustee shall have received written
     instructions from Holders of Investor Certificates evidencing more than 50%
     of the Investor Interest of each Series issued and outstanding (or, if any
     such Series has two or more Classes, each Class) to the effect that such
     Certificateholders disapprove of the liquidation of the Receivables and
     wish to continue having Principal Receivables transferred to the Trust as
     before such Insolvency Event or violation, the Trustee shall use its best
     efforts to sell, dispose of or otherwise liquidate the Receivables by the
     solicitation of competitive bids and on terms equivalent to the best
     purchase offer as determined by the Trustee. None of the Transferor, any
     Affiliate of the Transferor or any agent of the Transferor shall be
     permitted to purchase such Receivables in such case. The Trustee may obtain
     a prior determination from any such conservator, receiver or liquidator
     that the terms and manner of any proposed sale, disposition or liquidation
     are commercially reasonable. The provisions of Sections 9.1 and 9.2 shall
     not be deemed to be mutually exclusive.




                                       9
<PAGE>

     SECTION 5. Section 10.02(a). Section 10.02(a) of the Pooling and Servicing
Agreement shall be amended to read in its entirety as follows:

          Section 10.2 Trustee to Act; Appointment of Successor.

               (a) On and after the receipt by the Servicer of a Termination
          Notice pursuant to Section 10.1, the Servicer shall continue to
          perform all servicing functions under this Agreement until the date
          specified in the Termination Notice or otherwise specified by the
          Trustee in writing or, if no such date is specified in such
          Termination Notice, or otherwise specified by the Trustee, until a
          date mutually agreed upon by the Servicer and Trustee. The Trustee
          shall notify each Rating Agency of such removal of the Servicer. The
          Trustee shall, as promptly as possible after the giving of a
          Termination Notice appoint a successor Servicer (the "Successor
          Servicer"), and such Successor Servicer shall accept its appointment
          by a written assumption in a form acceptable to the Trustee. The
          Trustee may obtain bids from any potential successor Servicer. If the
          Trustee is unable to obtain any bids from any potential successor
          Servicer and the Servicer delivers an Officer's Certificate to the
          effect that the Servicer cannot in good faith cure the Servicer
          Default which gave rise to a transfer of servicing, and if the Trustee
          is legally unable to act as Successor Servicer, then the Trustee shall
          (i) notify each Credit Enhancement Provider of the proposed sale of
          the Receivables and shall provide each such Credit Enhancement
          Provider an opportunity to bid on the Receivables and (ii) use its
          best efforts to sell, dispose of or otherwise liquidate the
          Receivables by the solicitation of competitive bids and on terms
          equivalent to the best purchase offer as determined by the Trustee.
          None of the Transferor, any Affiliate of the Transferor or any agent
          of the Transferor shall be permitted to purchase such Receivables in
          such case. The proceeds of such sale shall be deposited in the
          Distribution Account or any Series Account, as provided in the related
          Supplement, for


                                       10
<PAGE>

          distribution to the Investor Certificateholders of each outstanding
          Series pursuant to Section 12.3 of the Agreement. In the event that a
          Successor Servicer has not been appointed and has not accepted its
          appointment at the time when the Servicer ceases to act as Servicer,
          the Trustee without further action shall automatically be appointed
          the Successor Servicer. Notwithstanding the above, the Trustee shall,
          if it is legally unable so to act, petition a court of competent
          jurisdiction to appoint any established financial institution having,
          in the case of an entity that is subject to risk-based capital
          adequacy requirements, risk-based capital of at least $50,000,000 or,
          in the case of an entity that is not subject to risk-based capital
          requirements, having a net worth of not less than $50,000,000 and
          whose regular business includes the servicing of VISA or MasterCard
          credit card receivables as the Successor Servicer hereunder.

     SECTION 6. Amendment to Section 12.1. Section 12.1(b) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:

               (b) All principal or interest with respect to any Series of
          Investor Certificates shall be due and payable no later than the
          Series Termination Date with respect to such Series. Unless otherwise
          provided in a Supplement, in the event that the Investor Interest of
          any Series of Certificates is greater than zero on its Series
          Termination Date (after giving effect to all transfers, withdrawals,
          deposits and drawings to occur on such date and the payment of
          principal to be made on such Series on such date), the Trustee will
          sell or cause to be sold, and pay the proceeds first, to all
          Certificateholders of such Series pro rata in final payment of all
          principal of and accrued interest on such Series of Certificates, and
          second, as provided in the related Supplement, an amount of Principal
          Receivables and the related Finance Charge Receivables (or interests
          therein) up to 110% of the sum of the Investor Interest of such Series
          plus the Enhancement Invested Amount or the Collateral Interest

                                       11
<PAGE>

          (if not included in the Investor Interest) of such Series, if any, at
          the close of business on such date (but not more than an amount of
          Principal Receivables and the related Finance Charge Receivables equal
          to the sum of (1) the product of (A) the Transferor Percentage, (B)
          the aggregate amount of Principal Receivables in the Trust and (C) a
          fraction the numerator of which is the applicable Investor Percentage
          with respect to Finance Charge Receivables and the denominator of
          which is the sum of all Investor Percentages with respect to Finance
          Charge Receivables of all Series and (2) the Investor Interest of such
          Series plus the Enhancement Invested Amount or the Collateral Interest

          (if not included in the Investor Interest) of such Series). The
          Trustee shall (i) notify each Credit Enhancement Provider of the
          proposed sale of such Receivables and shall provide each Credit
          Enhancement Provider an opportunity to bid on such Receivables and
          (ii) use its best efforts to sell, dispose of or otherwise liquidate
          the Receivables by the solicitation of competitive bids and on terms
          equivalent to the best purchase offer as determined by the Trustee.
          None of the Transferor, any Affiliate of the Transferor or any agent
          of the Transferor shall be permitted to purchase such Receivables in
          such case. Any proceeds of such sale in excess of such principal and
          interest paid shall be paid to the Holder of the Transferor
          Certificate. Upon such Series Termination Date with respect to the
          applicable Series of Certificates, final payment of all amounts
          allocable to any Investor Certificates of such Series shall be made in
          the manner provided in Section 12.3.

     SECTION 7. Amendment to Section 12.2(a). Section 12.2(a) of the Pooling and
Servicing Agreement shall be amended to read in its entirety as follows:

               (a) If so provided in any Supplement, the Transferor (so long as
          the Transferor is the Servicer or an Affiliate of the Servicer) may,
          but shall not be obligated to, cause a final distribution to be made
          in respect to the related Series of Certificates on a Distribution
          Date specified in such Supplement by depositing into the Distribution
          Account or the applicable


                                       12
<PAGE>

          Series Account, not later than the Transfer Date preceding such
          Distribution Date, for application in accordance with Section 12.3,
          the amount specified in such Supplement.

     SECTION 8. Amendments to Section 12. 5. Section 12.5 of the Pooling and
Servicing Agreement shall be deleted in its entirety.

     SECTION 9. Amendments to Section 13.1. Sections 13.1(a) and (b) of the
Pooling and Servicing Agreement shall be amended to read in their entirety as
follows:

          Section 13.1 Amendments.

               (a) This Agreement (including any Supplement) may be amended from
          time to time by the Bank, the Servicer and the Trustee, without the
          consent of any of the Certificateholders (i) to cure any ambiguity, to
          revise any exhibits or schedules (other than Schedule 1), to correct
          or supplement any provisions herein or thereon or (ii) to add any
          other provisions with respect to matters or questions raised under
          this Agreement which shall not be inconsistent with the provisions of
          this Agreement; provided, however, that such action shall not, (a) as
          evidenced by an Opinion of Counsel, adversely affect in any material
          respect the interests of any of the Certificateholders unless such
          Certificateholders have consented thereto or (b) as evidenced by an
          Officer's Certificate, significantly change the Permitted Activities
          of the Trust.

               (b) This Agreement (including any Supplement) and any schedule or
          exhibit thereto may also be amended from time to time by the
          Transferor, the Servicer and the Trustee, without the consent of any
          of the Certificateholders, for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of this
          Agreement, or of modifying in any manner the rights of the Holders of
          Certificates; provided, however, that (i) the Servicer shall have
          provided an Officer's Certificate to the Trustee to the


                                       13
<PAGE>

          effect that such amendment will not materially and adversely affect
          the interests of any Certificateholder and will not significantly
          change the Permitted Activities of the Trust, (ii) the Servicer shall
          have provided a Tax Opinion with respect to such amendment and (iii)
          the Servicer shall have provided at least ten (10) Business Days'
          prior written notice to each Rating Agency of such amendment and shall
          have received written confirmation from each Rating Agency that such
          action will satisfy the Rating Agency Condition; provided, further,
          that such amendment shall not, without the consent of each
          Certificateholder of each Series affected thereby, (i) reduce in any
          manner the amount of, or delay the timing of, distributions which are
          required to be made on any Certificate of such Series, (ii) alter the
          requirements for changing the Minimum Transferor Interest Percentage
          for such Series, (iii) change the definition of or the manner of
          calculating the interest of any Certificateholder of such Series, (iv)
          change the manner in which the Transferor Interest is determined or
          (v) reduce the percentage pursuant to Subsection 13.1(c) required to
          consent to any such amendment.

               (c) This Agreement and any Supplement may also be amended from
          time to time by the Transferor, the Servicer and the Trustee (x) with
          the consent of Certificateholders evidencing undivided interests
          aggregating more than 50% of the Investor Interest of each and every
          Series adversely affected, for the purpose of adding any provisions to
          or changing in any manner or eliminating any of the provisions of this
          Agreement or of modifying in any manner the rights of the
          Certificateholders of any Series then issued and outstanding if such
          amendment would not, as evidenced by an Officer's Certificate,
          significantly change the Permitted Activities of the Trust or (y) with
          the consent of Certificateholders evidencing undivided interests
          aggregating more than 50% of the Investor Interest, for the purpose of
          significantly changing the Permitted


                                       14
<PAGE>

          Activities of the Trust; provided, however, that no such amendment
          under this subsection shall (i) reduce in any manner the amount of, or
          delay the timing of, distributions which are required to be made on
          any Certificate of such Series without the consent of all of the
          related Certificateholders; (ii) change the definition of or the
          manner of calculating the Investor Interest, the Investor Percentage
          or the Investor Default Amount of such Series without the consent of
          the related Certificateholders or (iii) reduce the aforesaid
          percentage required to consent to any such amendment, in each case
          without the consent of each Certificateholder of all Series affected.

     SECTION 10. Section 13.7. A new Section 13.7 shall be added and shall read
as follows:

          Section 13.7. Characterization of the Trust. For purposes of SFAS 140,
          the parties hereto intend that the Trust shall be treated as a
          "qualifying special purpose entity" as such term is used in SFAS 140
          and any successor rule thereto and its permitted activities shall be
          limited in accordance with paragraph 35 thereof.

          If the transfer of the Receivables to the Trust is characterized as a
          loan to the Transferor secured by Receivables, the Transferor, in such
          circumstances, agrees that it does not have the right to prepay such
          loan prior to the maturity date thereof under any circumstances and
          does hereby irrevocably waive and relinquish such right.

     SECTION 11. No Waiver. The execution and delivery of this First Amendment
shall not constitute a waiver of a past default under the Pooling and Servicing
Agreement or impair any right consequent thereon.

     SECTION 12. Pooling and Servicing Agreement in Full Force and Effect as
Amended. Except as specifically amended or waived hereby, all of the terms and
conditions of the Pooling and Servicing Agreement shall remain in full force and
effect. All references to the Pooling and Servicing Agreement in any other
document or instrument shall be deemed to mean such Pooling


                                       15
<PAGE>

and Servicing Agreement as amended by this First Amendment. This First Amendment
shall not constitute a novation of the Pooling and Servicing Agreement, but
shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and obligations of the Pooling and Servicing Agreement, as amended by
this First Amendment, as though the terms and obligations of the Pooling and
Servicing Agreement were set forth herein.

     SECTION 13. Counterparts. This First Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute one
and the same instrument.

     SECTION 14. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, AND WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF CARE OF
THE TRUSTEE IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

     SECTION 15. Effective Date. This First Amendment shall become effective as
of the day and year first above written.

                                       16
<PAGE>




     IN WITNESS WHEREOF, the Servicer, the Transferor and the Trustee have
caused this First Amendment to be duly executed by their respective officers,
thereunto duly authorized, as of the day and year first above written.


                                    CHASE MANHATTAN BANK USA,
                                    NATIONAL ASSOCIATION
                                      Transferor on and after June 1,1996


                                    By:   /s/ Keith Schuck
                                       ---------------------------------
                                       Name:  Keith Schuck
                                       Title: Vice President


                                    THE CHASE MANHATTAN BANK,
                                      Transferor prior to June 1, 1996 and
                                      Servicer


                                    By:   /s/ Miriam Haimes
                                       ---------------------------------
                                       Name:  Miriam Haimes
                                       Title: Financial Director


                                    THE BANK OF NEW YORK,
                                      Trustee


                                    By:  /s/ Catherine Cerilles
                                       ---------------------------------
                                       Name: Catherine Cerilles
                                       Title: Assistant Treasurer