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                                                                    Exhibit 4.4a


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                      FIRST USA BANK, NATIONAL ASSOCIATION

                           as Transferor and Servicer

                                       and

                         THE BANK OF NEW YORK (DELAWARE)

                                   as Trustee

                       on behalf of the Certificateholders

                    of the First USA Credit Card Master Trust


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

              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                           Dated as of March 28, 2002

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


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                                TABLE OF CONTENTS

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                                        ARTICLE I

                                       DEFINITIONS

Section 1.01  Definitions .......................................................    2
Section 1.02  Other Definitional Provisions .....................................   24

                                       ARTICLE II

                               CONVEYANCE OF RECEIVABLES;
                                ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Receivables .........................................   26
Section 2.02  Acceptance by Trustee .............................................   28
Section 2.03  Representations and Warranties of the Transferor ..................   29
Section 2.04  Representations and Warranties of the Transferor Relating
                to the Agreement and the Receivables ............................   31
Section 2.05  Covenants of the Transferor .......................................   37
Section 2.06  Addition of Accounts ..............................................   40
Section 2.07  Removal of Accounts ...............................................   43
Section 2.08  Discount Receivables ..............................................   45

                                       ARTICLE III

                              ADMINISTRATION AND SERVICING
                                     OF RECEIVABLES

Section 3.01  Acceptance of Appointment and Other Matters Relating to
                the Servicer ....................................................   46
Section 3.02  Servicing Compensation ............................................   48
Section 3.03  Representations and Warranties of the Servicer ....................   49
Section 3.04  Reports and Records for the Trustee ...............................   51
Section 3.05  Annual Servicer's Certificate .....................................   52
Section 3.06  Annual Independent Accountants' Servicing Report ..................   53
Section 3.07  Tax Treatment .....................................................   53
Section 3.08  Notices to the Transferor .........................................   54
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                                    ARTICLE IV

                   RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
                          AND APPLICATION OF COLLECTIONS

Section 4.01  Rights of Certificateholders ...................................   55
Section 4.02  Establishment of Accounts ......................................   55
Section 4.03  Collections and Allocations ....................................   57

                                     ARTICLE V

                  [ARTICLE V IS RESERVED AND SHALL BE SPECIFIED
                  IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]


                                    ARTICLE VI

                                 THE CERTIFICATES

Section 6.01  The Certificates ...............................................   64
Section 6.02  Authentication of Certificates .................................   65
Section 6.03  Registration of Transfer and Exchange of Certificates ..........   65
Section 6.04  Mutilated, Destroyed, Lost or Stolen Certificates ..............   69
Section 6.05  Persons Deemed Owners ..........................................   69
Section 6.06  Appointment of Paying Agent ....................................   70
Section 6.07  Access to List of Certificateholders' Names and Addresses ......   71
Section 6.08  Authenticating Agent ...........................................   72
Section 6.09  Tender of Exchangeable Transferor Certificate ..................   73
Section 6.10  Book-Entry Certificates ........................................   76
Section 6.11  Notices to Clearing Agency .....................................   77
Section 6.12  Definitive Certificates ........................................   77
Section 6.13  Global Certificate; Euro-Certificate Exchange Date .............   78
Section 6.14  Meetings of Certificateholders .................................   78

                                    ARTICLE VII

                     OTHER MATTERS RELATING TO THE TRANSFEROR

Section 7.01  Liability of the Transferor ....................................   79
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Section 7.02  Merger or Consolidation of, or Assumption of the Obligations
               of, the Transferor .........................................   79
Section 7.03  Limitation on Liability .....................................   80
Section 7.04  Liabilities .................................................   80

                                  ARTICLE VIII

                             OTHER MATTERS RELATING
                                 TO THE SERVICER

Section 8.01  Liability of the Servicer ...................................   82
Section 8.02  Merger or Consolidation of, or Assumption of the Obligations
               of, the Servicer ...........................................   82
Section 8.03  Limitation on Liability of the Servicer and Others ..........   83
Section 8.04  Servicer Indemnification of the Trust and the Trustee .......   83
Section 8.05  The Servicer Not to Resign ..................................   84
Section 8.06  Access to Certain Documentation and Information Regarding
              the Receivables .............................................   84
Section 8.07  Delegation of Duties ........................................   85
Section 8.08  Examination of Records ......................................   85

                                   ARTICLE IX

                                 PAY OUT EVENTS

Section 9.01  Pay Out Events ..............................................   86
Section 9.02  Additional Rights Upon the Occurrence of Certain Events .....   86

                                    ARTICLE X

                                SERVICER DEFAULTS

Section 10.01 Servicer Defaults ...........................................   89
Section 10.02 Trustee to Act; Appointment of Successor ....................   91
Section 10.03 Notification to Certificateholders ..........................   93
Section 10.04 Waiver of Past Defaults .....................................   93
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                                   ARTICLE XI

                                   THE TRUSTEE
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Section 11.01 Duties of Trustee ...........................................   94
Section 11.02 Certain Matters Affecting the Trustee .......................   96
Section 11.03 Trustee Not Liable for Recitals in Certificates .............   98
Section 11.04 Trustee May Own Certificates ................................   98
Section 11.05 The Servicer to Pay Trustee's Fees and Expenses .............   98
Section 11.06 Eligibility Requirements for Trustee ........................   99
Section 11.07 Resignation or Removal of Trustee ...........................   99
Section 11.08 Successor Trustee ...........................................  100
Section 11.09 Merger or Consolidation of Trustee ..........................  100
Section 11.10 Appointment of Co-Trustee or Separate Trustee ...............  101
Section 11.11 Tax Returns .................................................  102
Section 11.12 Trustee May Enforce Claims Without Possession of
              Certificates ................................................  103
Section 11.13 Suits for Enforcement .......................................  103
Section 11.14 Rights of Certificateholders to Direct Trustee ..............  103
Section 11.15 Representations and Warranties of Trustee ...................  104
Section 11.16 Maintenance of Office or Agency .............................  104

                                   ARTICLE XII

                                   TERMINATION

Section 12.01 Termination of Trust ........................................  105
Section 12.02 Optional Purchase ..........................................   106
Section 12.03 Final Payment with Respect to any Series ....................  107
Section 12.04 Termination Rights of Holder of Exchangeable Transferor
              Certificate .................................................  109

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.01 Amendment ...................................................  110
Section 13.02 Protection of Right, Title and Interest to Trust ............  111
Section 13.03 Limitation on Rights of Certificateholders ..................  112
Section 13.04 Governing Law ...............................................  113
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Section 13.05 Notices .....................................................  114
Section 13.06 Severability of Provisions ..................................  114
Section 13.07 Assignment ..................................................  115
Section 13.08 Certificates Non-Assessable and Fully Paid ..................  115
Section 13.09 Further Assurances ..........................................  115
Section 13.10 No Waiver; Cumulative Remedies ..............................  115
Section 13.11 Counterparts ................................................  115
Section 13.12 Third-Party Beneficiaries ...................................  115
Section 13.13 Actions by Certificateholders ...............................  116
Section 13.14 Rule 144A Information .......................................  116
Section 13.15 Merger and Integration ......................................  116
Section 13.16 Heading .....................................................  116
Section 13.17 Characterization of the Trust ...............................  117
Section 13.18 Nonpetition Covenants .......................................  117
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                                    EXHIBITS

Exhibit A      Form of Exchangeable Transferor Certificate

Exhibit B      Form of Assignment of Receivables in Additional Accounts

Exhibit C      Form of Monthly Servicer's Certificate

Exhibit D      Form of Annual Servicer's Certificate

Exhibit E      Form of Opinion of Counsel Regarding Additional Accounts

Exhibit F      Form of Annual Opinion of Counsel

Exhibit G      Form of Reassignment of Receivables

Exhibit H      Form of Reconveyance of Receivables

                                    SCHEDULES

Schedule 1     List of Accounts [Deemed Incorporated]

                                       vi


<PAGE>

          AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of
March 28, 2002, by and between FIRST USA BANK, NATIONAL ASSOCIATION, a national
banking association, as Transferor and Servicer, and THE BANK OF NEW YORK
(DELAWARE), a banking corporation organized under the laws of the State of
Delaware, as Trustee.

          WHEREAS, the predecessors to the Transferor, the Servicer and the
Trustee have heretofore executed and delivered a Pooling and Servicing
Agreement, dated as of September 1, 1992 (as amended, supplemented or otherwise
modified, including by the Merger and Assumption Agreement, dated as of
September 17, 1999 by and between First USA Bank, National Association, FCC
National Bank, as the successor Transferor and the Servicer, and the Trustee,
the "Original Pooling and Servicing Agreement"), by and between First USA Bank,
National Association, as the Transferor and Servicer, and the Trustee for the
issuance by the First USA Credit Card Master Trust (the "Trust") of the Investor
Certificates and the Exchangeable Transferor Certificate;

          WHEREAS, Section 13.01(a) of the Original Pooling and Servicing
Agreement provides that the Servicer, the Transferor and the Trustee, without
the consent of any of the Certificateholders, may amend the Original Pooling and
Servicing Agreement from time to time so long as the Trustee shall have received
(i) from each Rating Agency then rating the Investor Certificates a written
notification that such action will not result in a reduction or withdrawal of
the rating of any outstanding Series or Class which it is then rating and (ii)
an Opinion of Counsel to the effect that such amendment will not adversely
affect in any material respect the interests of the Investor Certificateholders;

          WHEREAS, the Trustee has received (i) from each Rating Agency a letter
confirming the current rating of each outstanding Series and Class and (ii) an
Opinion of Counsel to the effect that such amendments will not adversely affect
in any material respect the interests of the Investor Certificateholders; and

          WHEREAS, all other conditions precedent to the execution of this
Agreement have been complied with.

          NOW, THEREFORE, pursuant to Section 13.01(a) of the Original Pooling
and Servicing Agreement, the Servicer, the Transferor and the Trustee hereby
agree that effective on and as of the date hereof, the Original Pooling and
Servicing Agreement is hereby amended and restated in its entirety as follows:

          In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and the
Certificateholders:

                                       1

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                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

          "Account Information" shall have the meaning specified in subsection
2.02(b).

          "Account" shall mean each VISA(R) and MasterCard(R) credit card
account established pursuant to a Credit Card Agreement between First USA (or
its predecessor) and any Person identified by account number and by the
Receivable balance as of the Cut-Off Date and as of each Addition Cut-Off Date
in each computer file or microfiche list delivered to the Trustee by the
Transferor pursuant to Section 2.01 or 2.06. The definition of Account shall
include each Transferred Account. The term "Account" shall be deemed to refer to
an Additional Account only from and after the Addition Date with respect
thereto, and the term "Account" shall be deemed to refer to any Removed Account
only prior to the Removal Date with respect thereto.

          "Addition Cut-Off Date" shall mean each date as of which Additional
Accounts shall be selected to be included as Accounts pursuant to Section 2.06;
provided, however, that in no event shall an Addition Cut-Off Date be greater
than ten months prior to the related Addition Date.

          "Addition Date" shall mean each date as of which Additional Accounts
will be included as Accounts pursuant to Section 2.06.

          "Additional Account" shall mean each VISA(R) and MasterCard(R) credit
card account established pursuant to a Credit Card Agreement between First USA
and any Person identified by account number and by the Receivable balance as of
the relevant Addition Cut-Off Date in the computer file or microfiche list
delivered to or caused to be delivered to the Trustee by the Transferor pursuant
to Section 2.06, to be included as an Account pursuant to Section 2.06.

          "Adjustment Payment" shall have the meaning specified in subsection
4.03(c).

          "Affiliate" of any Person shall mean any other Person controlling,
controlled by or under common control with such Person.

          "Aggregate Addition Limit" shall mean the aggregate number of accounts
that may be added as Additional Accounts without prior satisfaction of the
Rating Agency Condition, equal to the aggregate number of Accounts (exclusive of
the aggregate amount of Accounts that

                                       2

<PAGE>

are Approved Accounts), which would either (x) with respect to any consecutive
three-month period, equal 15% of the aggregate number of Accounts (inclusive of
the aggregate number of Accounts that are Approved Accounts added during such
period) as of the first day of such three-month period or (y) with respect to
any twelve-month period, equal 20% of the aggregate number of Accounts
(inclusive of the aggregate number of Accounts that are Approved Accounts added
during such period) as of the first day of such twelve-month period.

          "Aggregate Invested Amount" shall mean, as of any date of
determination, the sum of the Invested Amounts of all Series of Certificates
issued and outstanding on such date of determination.

          "Aggregate Investor Percentage" with respect to Principal Receivables,
Finance Charge Receivables and Receivables in Defaulted Accounts, as the case
may be, shall mean, as of any date of determination, the sum of such Investor
Percentages of all Series of Certificates issued and outstanding on such date of
determination; provided, however, that the Aggregate Investor Percentage shall
not exceed 100%.

          "Agreement" shall mean this Amended and Restated Pooling and Servicing
Agreement and all amendments hereof and supplements hereto, including any
Supplement.

          "Allocated Collections" shall have the meaning specified in subsection
4.03(f).

          "Amendment Closing Date" shall mean March 28, 2002.

          "Amortization Period" shall mean, with respect to any Series, the
period following the related Revolving Period, which shall be the controlled
amortization period, the rapid amortization period, controlled accumulation
period, rapid accumulation period or other amortization or accumulation period,
in each case as defined with respect to such Series in the related Supplement.

          "Annual Membership Fee" shall have the meaning specified in the Credit
Card Agreement applicable to each Account for annual membership fees or similar
terms.

          "Applicants" shall have the meaning specified in Section 6.07.

          "Appointment Day" shall have the meaning specified in subsection
9.02(a).

          "Approved Accounts" shall mean each Additional Account added to the
Trust with respect to which the Rating Agency Condition has been satisfied.

          "Assignment" shall have the meaning specified in subsection
2.06(c)(ii).

                                       3

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          "Authorized Newspaper" shall mean a newspaper of general circulation
in the Borough of Manhattan, The City of New York printed in the English
language and customarily published on each Business Day, whether or not
published on Saturdays, Sundays and holidays.

          "Average Principal Receivables" shall mean, for any period, an amount
equal to (a) the sum of the aggregate amount of Principal Receivables at the end
of each day during such period divided by (b) the number of days in such period.

          "Bank Portfolio" shall mean the VISA(R) and MasterCard(R) credit card
accounts originated or owned by First USA.

          "Bearer Certificates" shall have the meaning specified in Section
6.01.

          "Bearer Rules" shall mean the provisions of the Internal Revenue Code,
in effect from time to time, governing the treatment of bearer obligations,
including sections 163(f), 871, 881, 1441, 1442 and 4701, and any regulations
thereunder including, to the extent applicable to any Series, proposed or
temporary regulations.

          "BIF" shall mean the Bank Insurance Fund administered by the FDIC.

          "Book-Entry Certificates" shall mean certificates evidencing a
beneficial interest in the Investor Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 6.10; provided, that after the occurrence of a condition whereupon
book-entry registration and transfer are no longer authorized and Definitive
Certificates are to be issued to the Certificate Owners, such certificates shall
no longer be "Book-Entry Certificates."

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in (a) New York, New York, (b) Newark,
Delaware, (c) with respect to any Series with respect to which payments to any
Certificateholders are to be made outside of the United States of America, the
city or cities in which the Paying Agents for such Series located outside of the
United States of America have their principal place of business, and (d) with
respect to any Series, any additional city specified in the related Supplement,
are authorized or obligated by law or executive order to be closed.

          "Cash Advance Fees" shall have the meaning specified in the Credit
Card Agreement applicable to each Account for cash advance fees or similar
terms.

          "Certificate" shall mean any one of the Investor Certificates of any
Series or the Exchangeable Transferor Certificate.

                                       4

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          "Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register; if applicable, the holder
of any Bearer Certificate or Coupon, as the case may be; and, if used with
respect to the Exchangeable Transferor Certificate, the Person in whose name the
Exchangeable Transferor Certificate is registered in the Certificate Register or
the Person in whose name ownership of the uncertificated interest in the
Transferor Interest is recorded in the books and records of the Trustee.

          "Certificate Interest" shall mean interest payable in respect of the
Investor Certificates of any Series pursuant to Article IV of the Supplement for
such Series.

          "Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate, as may be reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly or
as an indirect participant, in accordance with the rules of such Clearing
Agency).

          "Certificate Principal" shall mean principal payable in respect of the
Investor Certificates of any Series pursuant to Article IV of this Agreement.

          "Certificate Rate" shall mean, with respect to any Series of
Certificates (or, for any Series with more than one class, for each class of
such Series), the percentage (or formula on the basis of which such rate shall
be determined) stated in the related Supplement; provided, that unless otherwise
provided in a Supplement, such rate shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.

          "Certificate Register" shall mean the register maintained pursuant to
Section 6.03, providing for the registration of the Certificates and transfers
and exchanges thereof.

          "Class" shall mean, with respect to any Series, any one of the classes
of Certificates of that Series as specified in the related Supplement.

          "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

          "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency or Foreign Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency or Foreign Clearing Agency.

          "Clearstream" shall mean Clearstream Banking, societe anonyme.

                                        5

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         "Closing Date" shall mean, with respect to any Series, the date of
issuance of such Series of Certificates, as specified in the related Supplement.

         "Collection Account" shall have the meaning specified in subsection
4.02(a).

         "Collections" shall mean all payments (including Recoveries of
Principal Receivables or Finance Charge Receivables and Insurance Proceeds)
received by the Servicer in respect of the Receivables, in the form of cash,
checks, wire transfers, ATM transfers or other form of payment in accordance
with the Credit Card Agreement in effect from time to time on any Receivables. A
Collection processed on an Account in excess of the aggregate amount of
Receivables in such Account as of the Date of Processing of such Collection
shall be deemed to be a payment in respect of Principal Receivables to the
extent of such excess. Collections with respect to any Monthly Period shall
include the amount of Interchange (if any) allocable to any Series of
Certificates pursuant to any Supplement with respect to such Monthly Period (to
the extent received by the Trust and deposited into the Finance Charge Account
or any Series Account as the case may be, on the Transfer Date following such
Monthly Period), to be applied as if such Collections were Finance Charge
Receivables for all purposes. Collections with respect to any Monthly Period
shall also include the amount deposited by the Transferor into the Finance
Charge Account (or Series Account if provided in any Supplement) pursuant to
Section 2.08. Collections of Recoveries will be treated as Collections of
Principal Receivables; provided, however, that to the extent the aggregate
amount of Recoveries received with respect to any Monthly Period exceeds the
aggregate amount of Principal Receivables (other than Ineligible Receivables) in
Defaulted Accounts on the day such Account became a Defaulted Account for each
day in such Monthly Period, the amount of such excess shall be treated as
Collections of Finance Charge Receivables.

         "Corporate Trust Office" shall mean the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at White Clay Center, Route 273, Newark, Delaware 19711, Attention:
Corporate Trust Department.

         "Coupon" shall have the meaning specified in Section 6.01.

         "Credit Adjustment" shall have the meaning specified in subsection
4.03(c).

         "Credit Card Agreement" shall mean the Agreement and Federal Truth in
Lending Statement for VISA(R) and MasterCard(R) credit card accounts between any
Obligor and First USA as such agreements may be amended, modified or otherwise
changed from time to time.

         "Credit Card Guidelines" shall mean First USA's policies and
procedures relating to the operation of its credit card business, including,
without limitation, the policies and

                                       6

<PAGE>

procedures for determining the creditworthiness of First USA's credit card
customers, the extension of credit to credit card customers, and relating to the
maintenance of credit card accounts and collection of credit card receivables,
as such policies and procedures may be amended from time to time.

          "Cut-Off Date" shall mean August 21, 1992.

          "Date of Processing" shall mean, with respect to any transaction, the
date on which such transaction is first recorded on the Servicer's computer
master file of VISA(R) and MasterCard(R) accounts (without regard to the
effective date of such recordation).

          "Default Amount" shall mean for any Monthly Period, an amount (which
shall not be less than zero) equal to (a) the aggregate amount of Principal
Receivables (other than Ineligible Receivables) in Defaulted Accounts on the day
such Account became a Defaulted Account for each day in such Monthly Period
minus (b) the aggregate amount of Recoveries received in such Monthly Period.

          "Defaulted Account" shall mean each Account with respect to which, in
accordance with the Credit Card Guidelines or the Servicer's customary and usual
servicing procedures for servicing credit card receivables comparable to the
Receivables, the Servicer has charged off the Receivables in such Account as
uncollectible; an Account shall become a Defaulted Account on the day on which
such Receivables are recorded as charged off as uncollectible on the Servicer's
computer master file of VISA(R) and MasterCard(R) accounts. Notwithstanding any
other provision hereof, any Receivables in a Defaulted Account that are
Ineligible Receivables shall be treated as Ineligible Receivables rather than
Receivables in Defaulted Accounts.

          "Definitive Certificate" shall have the meaning specified in Section
6.10.

          "Delaware Act" means the Asset-Backed Securities Facilitation Act
located in Title 6, Chapter 27A of the Delaware Code.

          "Depository" shall have the meaning specified in Section 6.10.

          "Depository Agreement" shall mean, with respect to each Series, the
agreement among the Transferor, the Trustee and the Clearing Agency, or as
otherwise provided in the related Supplement.

          "Determination Date" shall mean, unless otherwise specified in any
Supplement for the related Series, the first Business Day on or before the
eighth calendar day prior to each Distribution Date.

                                       7

<PAGE>

          "Discount Receivables" shall mean on any Date of Processing, the sum
of (a) the aggregate Discount Receivables at the end of the prior Date of
Processing plus (b) any new Discount Receivables created on such Date of
Processing minus (c) any Discount Receivable Collections received on such Date
of Processing. Discount Receivables created on any Date of Processing shall mean
the product of the amount of any Principal Receivables created on such Date of
Processing (without giving effect to the proviso in the definition of Principal
Receivables) and the Yield Factor.

          "Discount Receivable Collections" shall mean on any Date of
Processing, the product of (a) a fraction the numerator of which is the amount
of Discount Receivables and the denominator of which is the sum of the Principal
Receivables and the Discount Receivables in each case (for both numerator and
denominator) at the end of the prior Monthly Period and (b) collections of
Principal Receivables on such Date of Processing.

          "Distribution Account" shall have the meaning specified in subsection
4.02(c).

          "Distribution Date" shall mean, unless otherwise specified in any
Supplement for the related Series, the fifteenth day of each month or, if such
fifteenth day is not a Business Day, the next succeeding Business Day.

          "Dollars," "$" or "U.S.$" shall mean United States dollars.

          "Eligible Account" shall mean, as of the Cut-Off Date (or, with
respect to Additional Accounts as of the relevant Addition Cut-Off Date), each
Account owned by First USA:

          (a) which was in existence and maintained with First USA prior to its
selection for inclusion in the Trust;

          (b) which is payable in Dollars;

          (c) the Obligor on which has provided, as its most recent billing
address, an address which is located in the United States of America or its
territories or possessions or a Military Address;

          (d) which First USA has not classified on its electronic records as an
Account with respect to which the related card has been lost or stolen;

          (e) which has not been identified by First USA in its computer files
as being involved in a voluntary or involuntary bankruptcy proceeding;

                                       8

<PAGE>

          (f) which, in the case of Accounts identified on the Cut-Off Date, has
not been sold or pledged to any other party and which does not have receivables
which have been sold or pledged to any other party or, in the case of Accounts
identified on any Addition Cut-Off Date, at the time of transfer to the Trust is
not sold or pledged to any other party and does not have receivables which are
sold or pledged to any other party, except in accordance with the terms of the
Original Pooling and Servicing Agreement as amended from time to time prior to
the Amendment Closing Date;

          (g) which is a VISA(R)or MasterCard(R)revolving credit card account;
and

          (h) which First USA has not charged off in its customary and usual
manner for charging off such Accounts as of the Cut-Off Date (or, with respect
to Additional Accounts, as of the relevant Addition Cut-Off Date).

          "Eligible Receivable" shall mean each Receivable:

          (a) which has arisen under an Eligible Account (in the case of
Accounts the Receivables in which were conveyed to the Trust on the Initial
Closing Date as of the Cut-Off Date and in the case of Additional Accounts as of
the relevant Addition Cut-Off Date);

          (b) which was created in compliance, in all material respects, with
all Requirements of Law applicable to First USA and pursuant to a Credit Card
Agreement which complies, in all material respects, with all Requirements of Law
applicable to First USA;

          (c) with respect to which all consents, licenses, approvals or
authorizations of, or registrations or declarations with, any Governmental
Authority required to be obtained, effected or given by First USA in connection
with the creation of such Receivable or the execution, delivery and performance
by First USA of the Credit Card Agreement pursuant to which such Receivable was
created, have been duly obtained, effected or given and are in full force and
effect as of such date of creation;

          (d) as to which, as of the Closing Date, or in the case of Receivables
in Additional Accounts as of the relevant Addition Date, First USA, the
Transferor or the Trustee had good and marketable title thereto, free and clear
of all Liens arising under or through First USA, the Transferor or any of their
Affiliates (other than Liens permitted pursuant to subsection 2.05(b));

          (e) which is the legal, valid and binding payment obligation of the
Obligor thereon, enforceable against such Obligor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter
in effect, affecting the enforcement of creditors' rights in

                                       9

<PAGE>

general and except as such enforceability may be limited by general principles
of equity (whether considered in a suit at law or in equity); and

          (f) which constitutes an "account" under and as defined in Article 9
of the UCC as then in effect in the applicable jurisdiction.

          "Enhancement" shall mean, with respect to any Series, the cash
collateral account or guaranty, letter of credit, guaranteed rate agreement,
maturity guaranty facility, tax protection agreement, interest rate swap or any
other contract or agreement for the benefit of the Certificateholders of such
Series (or Certificateholders of a Class within such Series) as designated in
the applicable Supplement.

          "Enhancement Provider" shall mean, with respect to any Series, the
Person, if any, designated as such in the related Supplement.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

          "Euroclear Operator" shall mean Euroclear Bank, S.A./N.V., as operator
of the Euroclear System.

          "Excess Amount Principal Allocation" shall have the meaning specified
in subsection 4.03(f).

          "Excess Principal Collections" shall mean, with respect to a
Distribution Date, the aggregate amount for all outstanding Series of Principal
Collections which the related Supplements specify are to be treated as "Excess
Principal Collections" for such Distribution Date.

          "Exchangeable Transferor Certificate" shall mean, if the Transferor
elects to evidence its interest in the Transferor Interest in certificated form
pursuant to Section 6.01, a certificate executed by the Transferor and
authenticated by the Trustee, substantially in the form of Exhibit A and
exchangeable as provided in Section 6.09; provided, that at any time there shall
be only one Exchangeable Transferor Certificate; provided, further, that in any
Supplement, "Exchangeable Transferor Certificate" shall mean either a
certificate executed and delivered by the Transferor and authenticated by the
Trustee substantially in the form of Exhibit A or the uncertificated interest in
the Transferor Interest.

          "Extended Trust Termination Date" shall have the meaning specified in
subsection 12.01(a).

                                       10

<PAGE>

          "FDIC" shall mean the Federal Deposit Insurance Corporation.

          "Finance Charge Account" shall have the meaning specified in
subsection 4.02(b).

          "Finance Charge Receivables" shall mean Receivables created in respect
of the Periodic Finance Charges, Annual Membership Fees, Cash Advance Fees, Late
Fees, overlimit fees, return check fees and similar fees and charges and
Discount Receivables. Finance Charge Receivables with respect to any Monthly
Period shall also include Interchange in an amount equal to the Interchange
Amount (if any) allocable to any Series of Certificates pursuant to any
Supplement with respect to such Monthly Period (to the extent received by the
Trust and deposited into the Finance Charge Account or any Series Account, as
the case may be, on the Transfer Date following such Monthly Period).

          "First USA" shall mean First USA Bank, National Association, a
national banking association or its successor.

          "Fitch" shall mean Fitch, Inc., doing business as Fitch Ratings, or
its successor.

          "Foreign Clearing Agency" shall mean Clearstream and the Euroclear
Operator.

          "Global Certificate" shall have the meaning specified in Section 6.13.

          "Group" shall mean, with respect to any Series, the group of Series in
which the related Supplement specifies such Series is to be included.

          "Governmental Authority" shall mean the United States of America, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

          "Holder of the Exchangeable Transferor Certificate" or "holder of the
Exchangeable Transferor Certificate" shall mean the Holder of the Exchangeable
Transferor Certificate or the Holder of any uncertificated interest in the
Transferor Interest.

          "Ineligible Receivable" shall have the meaning specified in subsection
2.04(d)(iii).

          "Initial Closing Date" shall mean September 24, 1992.

          "Initial Invested Amount" shall mean, with respect to any Series of
Certificates, the amount stated in the related Supplement.

          "Insolvency Event" shall have the meaning specified in subsection
9.02(a).

                                       11

<PAGE>

          "Insurance Proceeds" shall mean any amounts recovered by the Servicer
pursuant to any credit insurance policies covering any Obligor with respect to
Receivables under such Obligor's Account.

          "Interchange" shall mean interchange fees payable to First USA, in its
capacity as credit card issuer, through VISA U.S.A., Inc. and MasterCard
International Incorporated in connection with cardholder charges for goods and
services with respect to the Accounts, as calculated for a Series pursuant to
the related Supplement.

          "Interchange Amount" shall mean, through the Monthly Period ending
March 31, 2002, zero and for any Monthly Period thereafter, an amount equal to
the product of (i) 1.3% or such other percentage as may be specified by the
Transferor from time to time provided, that the Rating Agency Condition shall
have been satisfied in connection with such designation and (ii) the amount of
Collections other than Collections of Periodic Finance Charges, Annual
Membership Fees, Cash Advance Fees, Late Fees, overlimit fees, return check fees
and similar fees and other charges or Recoveries for such Monthly Period.

          "Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

          "Invested Amount" shall have, with respect to any Series of
Certificates, the meaning stated in the related Supplement.

          "Investment Company Act" shall mean the Investment Company Act of
1940, as amended from time to time.

          "Investor Account" shall mean each of the Finance Charge Account, the
Principal Account and the Distribution Account.

          "Investor Certificate" shall mean any one of the certificates
(including, without limitation, the Bearer Certificates, the Registered
Certificates or the Global Certificates) executed by the Transferor and
authenticated by the Trustee substantially in the form (or forms in the case of
a Series with multiple classes) of the investor certificate attached to the
related Supplement.

          "Investor Certificateholder" shall mean the Holder of record of an
Investor Certificate.

          "Investor Default Amount" shall have, with respect to any Series of
Certificates, the meaning stated in the related Supplement.

                                       12

<PAGE>

            "Investor Monthly Servicing Fee" shall have, with respect to each
Series, the meaning specified in Section 3.02.

            "Investor Percentage" shall have, with respect to Principal
Receivables, Finance Charge Receivables and Receivables in Defaulted Accounts,
and any Series of Certificates, the meaning stated in the related Supplement.

            "Late Fees" shall have the meaning specified in the Credit Card
Agreement applicable to each Account for late fees or similar terms.

            "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, participation or equity interest, deposit
arrangement, encumbrance, lien (statutory or other), preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever, including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing and the filing of any financing statement under
the UCC (other than any such financing statement filed for informational
purposes only) or comparable law of any jurisdiction to evidence any of the
foregoing; provided, however, that any assignment pursuant to Section 7.02 or
security interest or ownership interest of First USA or the Trust in the Trust
Assets shall be deemed not to constitute a Lien.

            "Master Trust" shall mean a master trust or other securitization
special purpose entity for which First USA or an Affiliate acts as transferor or
seller or servicer, established pursuant to a Pooling Agreement.

            "Military Address" shall mean any mailing address on any United
States of America armed forces military base of operations, including APO and
FPO addresses.

            "Minimum Aggregate Principal Receivables" shall mean, unless
otherwise specified in any Supplement for the related Series, as of any date of
determination, an amount equal to (i) the sum of the numerators used to
calculate the Investor Percentages with respect to the allocation of Collections
of Principal Receivables for each Outstanding Series on such date minus (ii) the
amount then on deposit in the Collection Account equal to the excess of the
Minimum Transferor Interest over the Transferor Interest retained therein
pursuant to subsections 4.03(b) and (f) and any similar provision in any
Supplement.

            "Minimum Transferor Interest" shall have the meaning specified in
subsection 2.06(a).

                                       13

<PAGE>

            "Monthly Period" shall mean, unless otherwise defined in any
Supplement, the period from and including the first day of a calendar month to
and including the last day of a calendar month.

            "Monthly Transferor Servicing Fee" shall have the meaning specified
in Section 3.02.

            "Monthly Servicing Fee" shall have the meaning specified in Section
3.02.

            "Moody's" shall mean Moody's Investors Service, Inc. or its
successor.

            "New Issuance" shall have the meaning specified in subsection
6.09(b).

            "New Issuance Date" shall have the meaning specified in subsection
6.09(b).

            "New Issuance Notice" shall have the meaning specified in subsection
6.09(b).

            "Notice Date" shall have the meaning specified in subsection
2.06(c)(i).

            "Obligor" shall mean, with respect to any Account, the Person or
Persons obligated to make payments with respect to such Account, including any
guarantor thereof.

            "Officer's Certificate" shall mean a certificate signed by any Vice
President or more senior officer of the Transferor or Servicer and delivered to
the Trustee.

            "Opinion Delivery Date" shall mean March 31, June 30, September 30
and December 31 of each year; provided, however, that if in connection with the
issuance of a Series of Certificates an Opinion of Counsel substantially in the
form of Exhibit E has been delivered within the three month period preceding any
of such dates then such date shall not be an "Opinion Delivery Date."

            "Opinion of Counsel" shall mean a written opinion of counsel, who
may be counsel for or an employee of the Person providing the opinion, and who
shall be reasonably acceptable to the Trustee.

            "Original Pooling and Servicing Agreement" shall have the meaning
specified in the first recital to this Agreement.

            "Outstanding Series" shall have the meaning specified in subsection
4.03(f).

                                       14

<PAGE>

            "Paying Agent" shall mean any paying agent appointed pursuant to
Section 6.06 and shall initially be the Trustee.

            "Pay Out Event" shall mean, with respect to each Series, a Trust Pay
Out Event or a Series Pay Out Event.

            "Periodic Finance Charges" shall have the meaning specified in the
Credit Card Agreement applicable to each Account for finance charges (due to
periodic rate) or any similar term.

            "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 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 Agreement and any Supplement;
and

            (d) engaging in other activities that are necessary or incidental to
accomplish these limited purposes.

            "Permitted Investments" shall mean, unless otherwise provided in the
Supplement with respect to any Series, (a) 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) time
deposits, promissory notes, or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal or state banking or depository institution authorities; 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
depository 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
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-1+,"
respectively; (iv) bankers acceptances issued by any depository institution or
trust company described in clause (a)(ii) above; and (v) investments in money
market funds rated "AAA-m" or "AAA-mg" by Standard & Poor's and "P-1" by Moody's
or otherwise approved in writing by each Rating Agency; (b) demand deposits in

                                       15

<PAGE>

the name of the Trust or the Trustee in any depository institution or trust
company referred to in clause (a) (ii) above; (c) securities not represented by
an instrument that are registered in the name of the Trustee upon books
maintained for that purpose by or on behalf of the issuer thereof and identified
on books maintained for that purpose by the Trustee as held for the benefit of
the Trust or the Certificateholders, and consisting of shares of an open end
diversified investment company which is registered under the Investment Company
Act which (i) invests its assets exclusively in obligations of or guaranteed by
the United States of America or any instrumentality or agency thereof having in
each instance a final maturity date of less than one year from their date of
purchase or other Permitted Investments, (ii) seeks to maintain a constant net
asset value per share, (iii) has aggregate net assets of not less than
$100,000,000 on the date of purchase of such shares and (iv) each Rating Agency
designates in writing will not result in a withdrawal or downgrading of its then
current rating of any Series rated by it; and (d) any other investment if the
Rating Agency confirms in writing that such investment will not adversely affect
its then current rating of the Investor Certificates.

            "Person" shall mean any legal person, including any individual,
corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental entity or
other entity of similar nature.

            "Pooling Agreement" shall mean a pooling and servicing agreement
(including without limitation this Agreement), indenture or other agreement for
the issuance of securities from time to time from a Master Trust and the
servicing of the receivables in such Master Trust, as such agreement may be
amended, restated and supplemented from time to time.

            "Principal Account" shall have the meaning specified in subsection
4.02(b).

            "Principal Receivable" shall mean each Receivable other than (i)
Periodic Finance Charges, Annual Membership Fees, Cash Advance Fees, Late Fees,
overlimit fees, return check fees and similar fees and charges, (ii) Receivables
in Defaulted Accounts and (iii) Discount Receivables. A Receivable shall be
deemed to have been created at the end of the day on the Date of Processing of
such Receivable. In calculating the aggregate amount of Principal Receivables on
any day, the amount of Principal Receivables shall be reduced by the aggregate
amount of credit balances in the Accounts on such day. Any Receivable which the
Transferor is unable to transfer as provided in subsection 2.05(c) shall not be
included in calculating the aggregate amount of Principal Receivables.

            "Principal Shortfalls" shall mean, with respect to a Distribution
Date, the aggregate amount of all outstanding Series which the related
Supplements specify are "Principal Shortfalls" for such Distribution Date.

                                       16

<PAGE>

            "Principal Terms" shall have the meaning, with respect to any Series
issued pursuant to an Exchange, specified in subsection 6.09(c).

            "Publication Date" shall have the meaning specified in subsection
9.02(a).

            "Qualified Institution" shall have the meaning specified in
subsection 4.02(a)(ii).

            "Rating Agency" shall mean, with respect to each Series, the rating
agency or agencies, if any, specified in the related Supplement.

            "Rating Agency Condition" shall mean, at any time with respect to a
Series, the written confirmation of the Rating Agency that a specified event or
modification of the terms of such Series will not result in the withdrawal or
downgrade of the rating of the Certificates of any Series then in effect.

            "Reassignment" shall have the meaning specified in subsection
2.07(b)(ii).

            "Reassignment Date" shall have the meaning specified in subsection
2.04(e).

            "Receivable" shall mean any amount owing by the Obligors including,
without limitation, amounts owing for the payment of goods and services, cash
advances, access checks, Annual Membership Fees, Cash Advance Fees, Periodic
Finance Charges, Late Fees, overlimit fees, return check fees and credit
insurance premiums and special fees, if any.

            "Record Date" shall mean, with respect to any Distribution Date, the
last Business Day of the preceding Monthly Period.

            "Recoveries" shall mean all amounts received by the Transferor or
the Servicer with respect to Receivables in Defaulted Accounts, including
amounts received by the Transferor or the Servicer from the purchaser or
transferee with respect to the sale or other dispositions of Receivables in
Defaulted Accounts and all rights (but not obligations) under any agreement to
sell or transfer such Receivables (including any rights to payment from any
purchaser or transferee in connection with such sale or other disposition). In
the event of any such sale or disposition of such Receivables, Recoveries shall
not include amounts received by the purchaser or transferee of such Receivables
but shall be limited to amounts received by the Transferor or the Servicer from
the purchaser or transferee and all rights of the Transferor and the Servicer
against the purchaser or transferee, including any right to payment.

            "Registered Certificates" shall have the meaning specified in
Section 6.01.

                                       17

<PAGE>

            "Removal Date" shall mean the date on which Receivables in certain
designated Removed Accounts will be reassigned by the Trustee to the Transferor.

            "Removal Notice Date" shall mean the day no later than the fifth
Business Day prior to a Removal Date.

            "Removed Accounts" shall have the meaning specified in subsection
2.07(a).

            "Requirements of Law" for any Person shall mean the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether federal, state or local (including, without limitation, usury laws, the
federal Truth in Lending Act and Regulation Z and Regulation B of the Board of
Governors of the Federal Reserve System).

            "Responsible Officer" shall mean any officer within the Corporate
Trust Office (or any successor group of the Trustee), including any Vice
President or any other officer of the Trustee customarily performing functions
similar to those performed by any person who at the time shall be an
above-designated officer and who shall have direct responsibility for the
administration of this Agreement.

            "Retired Series" shall have the meaning specified in subsection
4.03(f).

            "Revolving Period" shall have, with respect to each Series, the
meaning specified in the related Supplement.

            "SAIF" shall mean the Savings Association Insurance Fund
administered by the FDIC.

            "Secured Obligations" shall have the meaning specified in Section
2.01.

            "Securities" shall mean, collectively, the Certificates and any
other securities issued pursuant to any Pooling Agreement.

            "Securities Act" shall mean the Securities Act of 1933, as amended.

            "Series" shall mean any series of Investor Certificates, which may
include within any such Series a Class or Classes of Investor Certificates
subordinate to another such Class or Classes of Investor Certificates.

                                       18

<PAGE>

            "Series Account" shall mean any account or accounts established
pursuant to a Supplement for the benefit of such Series.

            "Series Pay Out Event" shall have, with respect to any Series, the
meaning specified pursuant to the Supplement for the related Series.

            "Series Servicing Fee Percentage" shall mean, with respect to any
Series, the amount specified in the related Supplement.

            "Series Termination Date" shall mean, with respect to any Series of
Certificates, the date stated in the related Supplement.

            "Servicer" shall mean initially First USA, and its permitted
successors and assigns and thereafter any Person appointed as successor as
herein provided to service the Receivables.

            "Servicer Default" shall have the meaning specified in Section
10.01.

            "Servicing Officer" shall mean any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Receivables
whose name appears on a list of servicing officers furnished to the Trustee by
the Servicer, as such list may from time to time be amended.

            "SFAS 140" shall mean Statement of Financial Accounting Standards
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities (or any replacement Financial Accounting
Standards Board statement, or amendment or interpretation thereof).

            "Standard & Poor's" shall mean Standard & Poor's Ratings Services,
or its successor.

            "Successor Servicer" shall have the meaning specified in subsection
10.02(a).

            "Supplement" or "Series Supplement" shall mean, with respect to any
Series, a supplement to this Agreement complying with the terms of Section 6.09
of this Agreement, executed in conjunction with any issuance of any Series of
Certificates (or, in the case of the issuance of Certificates on the Initial
Closing Date, the supplement executed in connection with the issuance of such
Certificates).

            "Termination Notice" shall have, with respect to any Series, the
meaning specified in Section 10.01.

                                       19

<PAGE>

            "Transfer Agent and Registrar" shall have the meaning specified in
Section 6.03 and shall initially be the Trustee's Corporate Trust Office.

            "Transfer Date" shall mean, with respect to any Series, the Business
Day immediately prior to each Distribution Date.

            "Transferor" shall mean First USA.

            "Transferor Exchange" shall have the meaning specified in subsection
6.09(b).

            "Transferor Financing Statement" shall have the meaning specified in
Section 2.01.

            "Transferor Interest" shall mean, on any date of determination, the
aggregate amount of Principal Receivables at the end of the day immediately
prior to such date of determination, minus the Aggregate Invested Amount at the
end of such day.

            "Transferor Percentage" shall mean, on any date of determination,
when used with respect to Principal Receivables, Finance Charge Receivables and
Receivables in Defaulted Accounts, a percentage equal to 100% minus the
Aggregate Investor Percentage with respect to such categories of Receivables.

            "Transferred Account" shall mean (a) an Account with respect to
which a new credit account number has been issued by the Servicer under
circumstances resulting from a lost or stolen credit card or from the transfer
from one affinity group to another affinity group or otherwise and not requiring
standard application and credit evaluation procedures under the Credit Card
Guidelines or (b) an Eligible Account resulting from a status change including
the conversion of an Account that was a standard account to a premium account or
from a premium account to a standard account, and which in either case can be
traced or identified by reference to or by way of the computer files or
microfiche lists delivered to the Trustee pursuant to Section 2.01 or 2.06 as an
account into which an Account has been transferred.

            "Trust" shall mean the trust created by this Agreement, the corpus
of which shall consist of the Trust Assets.

            "Trust Assets" shall have the meaning specified in Section 2.01.

            "Trust Extension" shall have the meaning specified in subsection
12.01(a).

            "Trust Pay Out Event" shall have, with respect to each Series, the
meaning specified in Section 9.01.

                                       20

<PAGE>

            "Trust Termination Date" shall mean the earlier to occur of (i)
unless a Trust Extension shall have occurred, the day after the Distribution
Date with respect to the last remaining outstanding Series following the date on
which funds shall have been deposited in the Distribution Account or the
applicable Series Account for the payment of Investor Certificateholders of such
Series sufficient to pay in full the Aggregate Invested Amount plus interest
accrued at the applicable Certificate Rate through the end of the related
Monthly Period prior to the Distribution Date with respect to each such Series,
(ii) if a Trust Extension shall have occurred, the Extended Trust Termination
Date, and (iii) August 1, 2032.

            "Trustee" shall mean The Bank of New York (Delaware), a banking
corporation organized under the laws of the State of Delaware, and its
successors and any Person resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee
appointed as herein provided.

            "UCC" shall mean the Uniform Commercial Code, as amended from time
to time, as in effect in any specified jurisdiction.

            "Unallocated Principal Collections" shall have the meaning specified
in subsection 4.03(f).

            "Undivided Interest" shall mean the undivided interest in the Trust
evidenced by an Investor Certificate.

            "Yield Factor" shall mean the fixed percentage designated by the
Servicer pursuant to Section 2.08.

            Section 1.02 Other Definitional Provisions.

                    (a) All terms defined in any Supplement or this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.

                    (b) As used herein and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
Section 1.01, and accounting terms partially defined in Section 1.01 to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles or regulatory accounting principles, as
applicable. To the extent that the definitions of accounting terms herein are
inconsistent with the meanings of such terms under generally accepted accounting
principles or regulatory accounting principles, the definitions contained herein
shall control. In the event that the UCC, as in effect on the date hereof is
revised, any reference herein to specific sections of the UCC shall be deemed to
be references to such successor sections.

                                       21

<PAGE>

                    (c) The agreements, representations and warranties of First
USA in this Agreement and in any Supplement, in each of its capacities as
Transferor and Servicer, shall be deemed to be the agreements, representations
and warranties of First USA solely, in each such capacity, for so long as First
USA acts in each such capacity under this Agreement.

                    (d) The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to any Supplement or
this Agreement as a whole and not to any particular provision of this Agreement
or any Supplement; and Section, subsection, Schedule and Exhibit references
contained in this Agreement or any Supplement are references to Sections,
subsections, Schedules and Exhibits in or to this Agreement or any Supplement
unless otherwise specified. The monthly Servicer's certificate, the form of
which is attached as Exhibit C to this Agreement, shall be in substantially the
form of Exhibit C, with such changes as the Servicer may determine to be
necessary or desirable; provided, however, that no such change shall serve to
exclude information required by the Agreement or any Supplement. The Servicer
shall, upon making such determination, deliver to the Trustee and each Rating
Agency an Officer's Certificate to which shall be annexed the form of the
related Exhibit, as so changed. Upon the delivery of such Officer's Certificate
to the Trustee, the related Exhibit, as so changed, shall for all purposes of
this Agreement constitute such Exhibit. The Trustee may conclusively rely upon
such Officer's Certificate in determining whether the related Exhibit, as
changed, conforms to the requirements of this Agreement.

                               [End of Article I]

                                       22

<PAGE>

                                   ARTICLE II

                           CONVEYANCE OF RECEIVABLES;
                            ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Receivables. The Transferor does hereby
transfer, assign, set-over, and otherwise convey to the Trustee for the benefit
of the Certificateholders, without recourse, all of its right, title and
interest in and to the Receivables now existing and hereafter created and
arising in connection with the Accounts (other than Receivables in Additional
Accounts), all monies due or to become due with respect thereto (including,
without limitation, the right to all Recoveries and Collections of Finance
Charge Receivables and Principal Receivables), Interchange, all proceeds
(including "proceeds" as defined in the UCC as in effect in the State of
Delaware and any other applicable jurisdiction) of such Receivables and
Insurance Proceeds relating to such Receivables. The property described in the
preceding sentence, together with all monies and the other property credited to
the Collection Account, the Principal Account, the Finance Charge Account and
the Distribution Account or any other Series Account shall constitute the assets
of the Trust (collectively, the "Trust Assets"). The foregoing transfer,
assignment, set-over and conveyance does not constitute and is not intended to
result in a creation or an assumption by the Trust, the Trustee or any Investor
Certificateholder of any obligation of the Transferor, the Servicer or any other
Person in connection with the Accounts or Receivables or any agreement or
instrument relating thereto, including, without limitation, any obligation to
any Obligors, merchant banks, merchants clearance systems, VISA U.S.A., Inc.,
MasterCard International Incorporated or any insurers. The parties hereto intend
to treat the foregoing transfer, assignment, set-over and conveyance as a sale,
and not as a secured borrowing, for accounting purposes.

                    In connection with such transfer, assignment, set-over and
conveyance, the Transferor agrees (i) to record and file, at its own expense, a
financing statement, including any continuation statements with respect to such
financing statement when applicable (such financing statement, including any
continuation statements with respect thereto, the "Transferor Financing
Statement") with respect to the Receivables now existing and hereafter created
for the transfer of accounts (as defined in Article 9 of the UCC as in effect in
the applicable jurisdiction) meeting the requirements of applicable state law in
such manner and in such jurisdictions as are necessary to perfect, and maintain
perfection of, the assignment of the Receivables to the Trust, (ii) that such
financing statement will name the Transferor, as Transferor, and the Trustee, as
secured party, with respect to the Receivables, and (iii) to deliver a
file-stamped copy of such financing statement or continuation statement or other
evidence of such filing (which may, for purposes of this Section 2.01, consist
of telephone confirmation of such filing) to the Trustee on or prior to the date
of issuance of the Certificates, and in the case of any continuation statements
filed pursuant to this Section 2.01, as soon as practicable after receipt
thereof by the Transferor. The foregoing transfer, assignment, set-over and
conveyance to the Trust shall be made to the

                                       23

<PAGE>

Trustee, on behalf of the Trust, and each reference in this Agreement to such
transfer, assignment, set-over and conveyance shall be construed accordingly.

                To the extent that the Transferor retained any right, title or
interest in the Trust Assets transferred to the Trust pursuant to the Original
Pooling and Servicing Agreement or any Assignment executed prior to the
Amendment Closing Date (other than Receivables in Removed Accounts), the
Transferor does hereby transfer, assign, set-over, and otherwise convey to the
Trustee for the benefit of the Certificateholders, without recourse, all of its
right, title and interest in and to such Trust Assets.

                In connection with such transfer, the Transferor agrees, at its
own expense, on or prior to the Amendment Closing Date, (i) to annotate and
indicate in its computer files that Receivables created in connection with the
Accounts (other than any Additional Accounts) have been transferred to the
Trustee pursuant to this Agreement for the benefit of the Certificateholders and
(ii) to deliver to the Trustee a computer file or microfiche list containing a
true and complete list of all such Accounts, identified by account number and
setting forth the Receivable balance as of February 28, 2002. Such file or list
shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as
confidential and proprietary, and is hereby incorporated into and made a part of
this Agreement. The Transferor further agrees not to alter the file designation
referenced in clause (i) of this paragraph with respect to any Account during
the term of this Agreement unless and until such Account becomes a Removed
Account.

                The Transferor hereby grants and transfers to the Trustee a
first priority perfected security interest in all of the Transferor's right,
title and interest in, to and under the Trust Assets, to secure a loan in an
amount equal to the unpaid principal amount of the Investor Certificates issued
hereunder or to be issued pursuant to this Agreement and the interest accrued at
the related certificate rate (the "Secured Obligations"), and that this
Agreement shall constitute a security agreement under applicable law.

                It is the intention of the parties hereto that all such
transfers be subject to, and be treated in accordance with, the Delaware Act and
each of the parties hereto agrees that this Agreement has been entered into by
the parties hereto in express reliance upon the Delaware Act. For purposes of
complying with the requirements of the Delaware Act, each of the parties hereto
hereby agrees that any property, assets or rights purported to be transferred,
in whole or in part, by First USA pursuant to this Agreement shall be deemed to
no longer be the property, assets or rights of First USA. The parties hereto
acknowledge and agree that each such transfer is occurring in connection with a
" securitization transaction" within the meaning of the Delaware Act.

                                       24

<PAGE>

                Pursuant to the request of the Transferor, the Trustee shall
cause Certificates in authorized denominations evidencing the entire interest in
the Trust to be duly authenticated and delivered to or upon the order of the
Transferor pursuant to Section 6.02.

         Section 2.02  Acceptance by Trustee.

                (a) The Trustee hereby acknowledges its acceptance, on behalf of
the Trust, of all right, title and interest previously held by the Transferor in
and to the Trust Assets, and declares that it shall maintain such right, title
and interest, upon the Trust herein set forth, for the benefit of all
Certificateholders. The Trustee further acknowledges that, prior to or
simultaneously with the execution and delivery of this Agreement, First USA
delivered to the Trustee the computer file or microfiche list described in
Section 2.01.

                (b) The Trustee hereby agrees not to disclose to any Person any
of the account numbers or other information contained in the computer files or
microfiche lists delivered to the Trustee by First USA pursuant to Sections
2.01, 2.06 and 2.07 ("Account Information") except as is required in connection
with the performance of its duties hereunder or in enforcing the rights of the
Certificateholders or to a Successor Servicer appointed pursuant to Section
10.02, any successor trustee appointed pursuant to Section 11.08, any co-trustee
or separate trustee appointed pursuant to Section 11.10 or any other Person in
connection with a UCC search or as mandated pursuant to any Requirement of Law
applicable to the Trustee. The Trustee agrees to take such measures as shall be
reasonably requested by First USA to protect and maintain the security and
confidentiality of such information, and, in connection therewith, shall allow
First USA to inspect the Trustee's security and confidentiality arrangements
from time to time during normal business hours. In the event that the Trustee is
required by law to disclose any Account Information, the Trustee shall provide
First USA with prompt written notice, unless such notice is prohibited by law,
of any such request or requirement so that First USA may request a protective
order or other appropriate remedy. The Trustee shall make best efforts to
provide First USA with written notice no later than five days prior to any
disclosure pursuant to this subsection 2.02(b).

                (c) The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement.

         Section 2.03  Representations and Warranties of the Transferor. The
Transferor hereby represents and warrants to the Trust as of the Initial Closing
Date and the Amendment Closing Date:

                (a) Organization and Good Standing. The Transferor is an entity
duly organized and validly existing in good standing under the laws of the
jurisdiction of its

                                       25

<PAGE>

organization and has full corporate power, authority and legal right to own its
properties and conduct its business as such properties are at present owned and
such business is at present conducted, and to execute, deliver and perform its
obligations under this Agreement and to execute and deliver to the Trustee the
Certificates pursuant hereto.

               (b)   Due Qualification. The Transferor is duly qualified to do
business and is in good standing (or is exempt from such requirement) in any
state where such qualification is required in order to conduct its business, and
has obtained all necessary licenses and approvals with respect to the Transferor
required under state and federal law; provided, however, that no representation
or warranty is made with respect to any qualifications, licenses or approvals
which the Trustee would have to obtain to do business in any state in which the
Trustee seeks to enforce any Receivable.

               (c)   Due Authorization. The execution and delivery of this
Agreement and the execution and delivery to the Trustee of the Certificates by
the Transferor and the consummation of the transactions provided for in this
Agreement have been duly authorized by the Transferor by all necessary corporate
action on its part and this Agreement will remain, from the time of its
execution, an official record of the Transferor.

               (d)   No Conflict. The execution and delivery of this Agreement
and the Certificates, the performance of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof that are applicable to the
Transferor will not conflict with, result in any breach of any of the material
terms and provisions of, or constitute (with or without notice or lapse of time
or both) a material default under, any indenture, contract, agreement, mortgage,
deed of trust, or other instrument to which the Transferor is a party or by
which it or any of its properties are bound.

               (e)   No Violation. The execution and delivery of this Agreement
and the Certificates, the performance of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof that are applicable to the
Transferor will not conflict with or violate any Requirements of Law applicable
to the Transferor.

               (f)   No Proceedings. There are no proceedings or investigations
pending or, to the best knowledge of the Transferor, threatened against the
Transferor before any Governmental Authority (i) asserting the invalidity of
this Agreement or the Certificates, (ii) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions contemplated by this
Agreement or the Certificates, (iii) seeking any determination or ruling that,
in the reasonable judgment of the Transferor, would materially and adversely
affect the performance by the Transferor of its obligations under this
Agreement, (iv) seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of

                                       26

<PAGE>

this Agreement or the Certificates or (v) seeking to affect adversely the income
tax attributes of the Trust under the United States federal or any state income
tax systems.

               (g)   All Consents Required. All appraisals, authorizations,
consents, orders or other actions of any Person or of any Governmental Authority
or official required in connection with the execution and delivery by the
Transferor of this Agreement and the Certificates, the performance of the
transactions contemplated by this Agreement and the fulfillment of the terms
hereof by the Transferor, have been duly obtained, effected or given and are in
full force and effect.

               For the purposes of the representations and warranties contained
in this Section 2.03 and made by the Transferor on the Initial Closing Date,
"Certificates" shall mean the Certificates issued on the Initial Closing Date.
The representations and warranties set forth in this Section 2.03 shall survive
the transfer and assignment of the respective Receivables to the Trust, and
termination of the rights and obligations of the Servicer pursuant to Section
10.01. The representations and warranties set forth in this Section 2.03 made by
the Transferor prior to the Amendment Closing Date shall survive the amendment
hereto on the Amendment Closing Date. The Transferor hereby represents and
warrants to the Trust, with respect to any Series of Certificates, as of its
Closing Date, unless otherwise stated in such Supplement, that the
representations and warranties of the Transferor set forth in Section 2.03, are
true and correct as of such date (for the purposes of such representations and
warranties, "Certificates" shall mean the Certificates issued on the related
Closing Date). Upon discovery by the Transferor, the Servicer or the Trustee of
a breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the others.

        Section 2.04 Representations and Warranties of the Transferor Relating
to the Agreement and the Receivables.

               (a)   Binding Obligation; Valid Transfer and Assignment. The
Transferor hereby represents and warrants to the Trust that, as of the Initial
Closing Date and the Amendment Closing Date:

                     (i)   This Agreement constitutes a legal, valid and binding
        obligation of the Transferor, enforceable against the Transferor in
        accordance with its terms, except (A) as such enforceability may be
        limited by applicable bankruptcy, insolvency, reorganization, moratorium
        or other similar laws now or hereafter in effect affecting the
        enforcement of creditors' rights in general and the rights of creditors
        of entities such as the Transferor, and (B) as such enforceability may
        be limited by general principles of equity (whether considered in a suit
        at law or in equity).

                                       27

<PAGE>

                     (ii)  This Agreement constitutes either (A) a valid
        transfer, assignment, set-over and conveyance to the Trust of all right,
        title and interest of the Transferor in and to the Receivables now
        existing and hereafter created and arising in connection with the
        Accounts (other than Receivables in Additional Accounts), all proceeds
        of such Receivables and Insurance Proceeds relating thereto and such
        Receivables and all proceeds thereof and Insurance Proceeds relating
        thereto will be held by the Trust free and clear of any Lien of any
        Person claiming through or under the Transferor or any of its Affiliates
        except for (x) Liens permitted under subsection 2.05(b), (y) the
        interest of the Transferor as Holder of the Exchangeable Transferor
        Certificate and (z) the Transferor's right, if any, to interest accruing
        on, and investment earnings, if any, in respect of the Finance Charge
        Account, the Principal Account or any Series Account, as provided in
        this Agreement or the related Supplement, or (B) a valid transfer for
        security in such property to the Trust, which is enforceable with
        respect to the existing Receivables (other than Receivables in
        Additional Accounts), the proceeds thereof and Insurance Proceeds
        relating thereto upon execution and delivery of this Agreement, and
        which will be enforceable with respect to such Receivables hereafter
        created, the proceeds thereof and Insurance Proceeds relating thereto,
        upon such creation. Upon the filing of the financing statement described
        in Section 2.01 and in the case of the Receivables hereafter created and
        proceeds thereof and Insurance Proceeds relating thereto, upon such
        creation, the Trust shall have a first priority perfected security
        interest (as defined in the UCC as in effect in the applicable
        jurisdiction) in such property (subject to the rules governing proceeds
        set forth in the UCC as in effect in the applicable jurisdiction),
        except for Liens permitted under subsection 2.05(b). Neither the
        Transferor nor any Person claiming through or under the Transferor shall
        have any claim to or interest in the Principal Account, the Finance
        Charge Account, the Distribution Account or any Series Account, except
        for the Transferor's rights to receive interest accruing on, and
        investment earnings, if any, in respect of, the Finance Charge Account
        and Principal Account as provided in this Agreement (or, if applicable,
        any Series Account as provided in any Supplement) and, if this Agreement
        constitutes the grant of a security interest in such property, except
        for the interest of the Transferor in such property as a debtor for
        purposes of the UCC as in effect in the State of Delaware.

               (b)   Eligibility of Receivables.  The Transferor hereby
represents and warrants to the Trust as of the Initial Closing Date, the
Amendment Closing Date and as of each Addition Date, as the case may be, that:

                     (i)   Each Receivable is an Eligible Receivable as of the
        Cut-Off Date, the Addition Date or the Amendment Closing Date, as
        applicable.

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<PAGE>

                     (ii)   Each Receivable then existing has been conveyed to
        the Trustee free and clear of any Lien of any Person claiming through or
        under the Transferor or any of its Affiliates (other than Liens
        permitted under subsection 2.05(b)) and in compliance, in all material
        respects, with all Requirements of Law applicable to the Transferor.

                     (iii)  With respect to each Receivable then existing, all
        consents, licenses, approvals or authorizations of or registrations or
        declarations with any Governmental Authority required to be obtained,
        effected or given by the Transferor in connection with the conveyance of
        such Receivable to the Trust have been duly obtained, effected or given
        and are in full force and effect.

                     (iv)   On each day on which any new Receivable is created,
        the Transferor shall be deemed to represent and warrant to the Trustee
        that (A) each Receivable created on such day is an Eligible Receivable,
        (B) each Receivable created on such day has been conveyed to the Trust
        in compliance, in all material respects, with all Requirements of Law
        applicable to the Transferor, (C) with respect to each such Receivable,
        all consents, licenses, approvals or authorizations of or registrations
        or declarations with, any Governmental Authority required to be
        obtained, effected or given by the Transferor in connection with the
        conveyance of such Receivable to the Trust have been duly obtained,
        effected or given and are in full force and effect and (D) the
        representations and warranties set forth in subsection 2.04(a) are true
        and correct with respect to each Receivable created on such day as if
        made on such day.

                     (v)    As of the Amendment Closing Date, Schedule l to this
        Agreement, and as of the applicable Addition Date with respect to
        Additional Accounts, the related computer file or microfiche list
        referred to in Section 2.06, is an accurate and complete listing in all
        material respects of all the Accounts as of February 28, 2002, or with
        respect to Additional Accounts, as of the applicable Addition Date, and
        the information contained therein with respect to the identity of such
        Accounts and the Receivables existing thereunder is true and correct in
        all material respects as of February 28, 2002 or such applicable
        Addition Date, as the case may be.

              (c)    Notice of Breach.  The representations and warranties set
forth in this Section 2.04 shall survive the transfer and assignment of the
respective Receivables to the Trust. Upon discovery by the Transferor, the
Servicer or the Trustee of a breach of any of the representations and warranties
set forth in this Section 2.04, the party discovering such breach

                                       29

<PAGE>

shall give prompt written notice to the other parties mentioned above. The
Transferor agrees to cooperate with the Servicer and the Trustee in attempting
to cure any such breach.

               (d)   Transfer of Ineligible Receivables.

                     (i)    Automatic Reconveyance. In the event of a breach
        with respect to a Receivable of any representations and warranties set
        forth in subsection 2.04(b)(ii), or in the event that a Receivable is
        not an Eligible Receivable as a result of the failure to satisfy the
        conditions set forth in clause (d) of the definition of Eligible
        Receivable, and any of the following three conditions is met: (A) as a
        result of such breach or event such Receivable is charged off as
        uncollectible or the Trust's rights in, to or under such Receivable or
        its proceeds are impaired or the proceeds of such Receivable are not
        available for any reason to the Trust free and clear of any Lien; (B)
        the Lien upon the subject Receivable (1) arises in favor of the United
        States of America or any State or any agency or instrumentality thereof
        and involves taxes or liens arising under Title IV of ERISA or (2) has
        been consented to by the Transferor; or (C) the unsecured short-term
        debt rating of First USA is not at least "P-1" by Moody's and the Lien
        upon the subject Receivable ranks prior to the Lien created pursuant to
        this Agreement; then, upon the earlier to occur of the discovery of such
        breach or event by the Transferor or the Servicer or receipt by the
        Transferor of written notice of such breach or event given by the
        Trustee, each such Receivable shall be automatically reconveyed from the
        Trust on the terms and conditions set forth in subsection 2.04(d)(iii).

                     (ii)   Reconveyance After Cure Period. In the event of a
        breach of any of the representations and warranties set forth in
        subsection 2.04(b) other than a breach or event as set forth in clause
        (d)(i) above, and as a result of such breach the related Account becomes
        a Defaulted Account or the Trust's rights in, to or under the Receivable
        or its proceeds are impaired or the proceeds of such Receivable are not
        available for any reason to the Trust free and clear of any Lien, then,
        upon the expiration of 60 days (or such longer period as may be agreed
        to by the Trustee in its sole discretion, but in no event later than 120
        days) from the earlier to occur of the discovery of any such event by
        either the Transferor or the Servicer, or receipt by the Transferor of
        written notice of any such event given by the Trustee, each such
        Receivable shall be reconveyed from the Trust on the terms and
        conditions set forth in subsection 2.04(d)(iii); provided, however, that
        no such reconveyance shall be required to be made if, on any day within
        such applicable period, such representations and warranties with respect
        to such Receivable shall then be true and correct in all material
        respects as if such Receivable had been created on such day.

                                       30

<PAGE>

                     (iii)  Procedures for Reconveyance. When the provisions of
        subsection 2.04(d)(i) or (ii) above require removal of a Receivable, the
        Transferor shall accept reassignment of such Receivable (an "Ineligible
        Receivable") by directing the Servicer to deduct the principal balance
        of each such Ineligible Receivable from the Principal Receivables in the
        Trust and to decrease the Transferor Interest by such amount. On and
        after the date of such reconveyance, each Ineligible Receivable shall be
        deducted from the aggregate amount of Principal Receivables used in the
        calculation of any Investor Percentage, the Transferor Percentage or the
        Transferor Interest. In the event that the exclusion of an Ineligible
        Receivable from the calculation of the Transferor Interest would cause
        the Transferor Interest to be reduced below zero or would otherwise not
        be permitted by law, the Transferor shall immediately, but in no event
        later than 10 Business Days after such event, make a deposit in the
        Collection Account (for allocation as a Principal Receivable) in
        immediately available funds prior to the next succeeding Transfer Date
        in an amount equal to the amount by which the Transferor Interest would
        be reduced below zero. The portion of such deposit allocated to the
        Investor Certificates of each Series shall be distributed to the
        Investor Certificateholders of each Series in the manner specified in
        Article IV, if applicable, on the Distribution Date relating to the
        Monthly Period in which such deposit is made. Upon the reassignment to
        the Transferor of an Ineligible Receivable, the Trust shall
        automatically and without further action be deemed to transfer, assign,
        set-over and otherwise convey to the Transferor, without recourse,
        representation or warranty, all the right, title and interest of the
        Trust in and to such Ineligible Receivable, all monies due or to become
        due with respect thereto and all proceeds thereof and Insurance Proceeds
        relating thereto allocated to such Ineligible Receivable pursuant to any
        Supplement. Such reassigned Ineligible Receivable shall be treated by
        the Trust as collected in full as of the date on which it was
        transferred and the Transferor Interest was reduced as set forth in this
        clause (iii) of subsection 2.04(d). The Trustee shall execute such
        documents and instruments of transfer or assignment and take other
        actions as shall reasonably be requested by the Transferor to evidence
        the conveyance of such Ineligible Receivable pursuant to this subsection
        2.04(d)(iii) (and any costs or expenses incurred by the Trustee in
        connection with such conveyance shall be reimbursed by the Servicer).
        The obligation of the Transferor, set forth in this subsection
        2.04(d)(iii), or the automatic reconveyance of such Receivable from the
        Trust, as the case may be, shall constitute the sole remedy respecting
        any breach of the representations and warranties set forth in the
        above-referenced subsections with respect to such Receivable available
        to Certificateholders or the Trustee on behalf of Certificateholders.

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<PAGE>

                      (iv)   Proceeds Held by Servicer. For the purposes of
          subsections 2.04(d)(i) and (ii) above, proceeds of a Receivable shall
          not be deemed to be impaired hereunder solely because such proceeds
          are held by the Servicer (if the Servicer is the Transferor) for more
          than the applicable period under Section 9- 315(d) of the UCC as in
          effect in the State of Delaware.

               (e)    Reassignment of Trust Portfolio. In the event of a breach
of any of the representations and warranties set forth in subsection 2.04(a),
either the Trustee or the Holders of Investor Certificates evidencing Undivided
Interests aggregating more than 50% of the Aggregate Invested Amount, by notice
then given in writing to the Transferor and the Servicer (and to the Trustee and
the Servicer, if given by the Investor Certificateholders), may direct the
Transferor to accept reassignment of an amount of Principal Receivables (as
specified below) within 60 days of such notice (or within such longer period as
may be specified in such notice), and the Transferor shall be obligated to
accept reassignment of such Principal Receivables on a Distribution Date
specified by the Transferor (such Distribution Date, the "Reassignment Date")
occurring within such applicable period on the terms and conditions set forth
below; provided, however, that no such reassignment shall be required to be made
if, at any time during such applicable period, the representations and
warranties contained in subsection 2.04(a) shall then be true and correct in all
material respects. The Transferor shall deposit on the Transfer Date preceding
the Reassignment Date an amount equal to the reassignment deposit amount for
such Receivables in the Distribution Account or Series Account, as provided in
the related Supplement, for distribution to the Investor Certificateholders
pursuant to Article XII. The reassignment deposit amount with respect to each
Series for such reassignment, unless otherwise stated in the related Supplement,
shall be equal to (i) the Invested Amount of such Series at the end of the day
on the last day of the Monthly Period preceding the Reassignment Date, less the
amount, if any, previously allocated for payment of principal to such
Certificateholders on the related Distribution Date in the Monthly Period in
which the Reassignment Date occurs, plus (ii) an amount equal to all interest
accrued but unpaid on the Investor Certificates of such Series at the applicable
Certificate Rate through such last day, less the amount, if any, previously
allocated for payment of interest to the Certificateholders of such Series on
the related Distribution Date in the Monthly Period in which the Reassignment
Date occurs. Payment of the reassignment deposit amount with respect to each
Series, and all other amounts in the Distribution Account or the applicable
Series Account in respect of the preceding Monthly Period shall be considered a
prepayment in full of the Receivables represented by the Investor Certificates.
On the Distribution Date following the Transfer Date on which such amount has
been deposited in full into the Distribution Account or the applicable Series
Account, the Receivables and all monies due or to become due with respect
thereto and all proceeds of the Receivables and Insurance Proceeds relating
thereto and Interchange (if any) allocated to the Receivables pursuant to any
Supplement shall be released to the Transferor after payment of all amounts
otherwise due hereunder on or prior to such dates and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, representation

                                       32

<PAGE>

or warranty, as shall be prepared by and as are reasonably requested by the
Transferor to vest in the Transferor, or its designee or assignee, all right,
title and interest of the Trust in and to the Receivables, all monies due or to
become due with respect thereto and all proceeds of the Receivables and
Insurance Proceeds relating thereto allocated to the Receivables pursuant to any
Supplement (and any costs or expenses incurred by the Trustee in connection with
such reassignment shall be reimbursed by the Servicer). If the Trustee or the
Investor Certificateholders give notice directing the Transferor to accept
reassignment as provided above, the obligation of the Transferor to accept
reassignment of the Receivables and pay the reassignment deposit amount pursuant
to this subsection 2.04(e) shall constitute the sole remedy respecting a breach
of the representations and warranties contained in subsection 2.04(a) available
to the Investor Certificateholders or the Trustee on behalf of the Investor
Certificateholders.

          Section 2.05 Covenants of the Transferor. The Transferor hereby
covenants that:

               (a)    Receivables to be Accounts. The Transferor will take no
action to cause any Receivable to be evidenced by any instrument (as defined in
the UCC as in effect in the applicable jurisdiction). Each Receivable shall be
payable pursuant to a contract which does not create a Lien on any goods
purchased thereunder. The Transferor will take no action to cause any Receivable
to be anything other than an "account" (as defined in the UCC as in effect in
the applicable jurisdiction). Each Receivable arises out of the use of a credit
or charge card or information contained on or for use with the card.

               (b)    Security Interests. Except for the conveyances hereunder,
the Transferor will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur, assume or suffer to exist any Lien on any Receivable,
whether now existing or hereafter created, or any interest therein; except with
respect to the conveyances hereunder, the Transferor will immediately notify the
Trustee of the existence of any Lien on any Receivable; and the Transferor shall
defend the right, title and interest of the Trust in, to and under the
Receivables, whether now existing or hereafter created, against all claims of
third parties claiming through or under the Transferor; provided, however, that
nothing in this subsection 2.05(b) shall prevent or be deemed to prohibit the
Transferor from suffering to exist upon any of the Receivables any Liens for
municipal or other local taxes if such taxes shall not at the time be due and
payable or if the Transferor shall currently be contesting the validity thereof
in good faith by appropriate proceedings and shall have set aside on its books
adequate reserves with respect thereto.

               (c)    Account Allocations.

                      (i)   In the event that the Transferor is unable for any
          reason to transfer Receivables to the Trust in accordance with the
          provisions of this Agreement (including, without limitation, by reason
          of the application of the

                                       33

<PAGE>

               provisions of Section 9.02 or an order by any Governmental
               Authority having regulatory authority over the Transferor or any
               court of competent jurisdiction that the Transferor not transfer
               any additional Principal Receivables to the Trust) then, in any
               such event, (A) the Transferor agrees to allocate and pay to the
               Trust, after the date of such inability, all Collections with
               respect to Principal Receivables, and all amounts which would
               have constituted Collections with respect to Principal
               Receivables but for the Transferor's inability to transfer such
               Receivables (up to an aggregate amount equal to the amount of
               Principal Receivables in the Trust on such date); (B) the
               Transferor agrees to have such amounts applied as Collections in
               accordance with Article IV; and (C) for only so long as all
               Collections and all amounts which would have constituted
               Collections are allocated and applied in accordance with clauses
               (A) and (B) above, Principal Receivables (and all amounts which
               would have constituted Principal Receivables but for the
               Transferor's inability to transfer Receivables to the Trust) that
               are written off as uncollectible in accordance with this
               Agreement shall continue to be allocated in accordance with
               Article IV, and all amounts that would have constituted Principal
               Receivables but for the Transferor's inability to transfer
               Receivables to the Trust shall be deemed to be Principal
               Receivables for the purpose of calculating (i) the applicable
               Investor Percentage with respect to any Series and (ii) the
               Aggregate Investor Percentage thereunder. If the Transferor is
               unable pursuant to any Requirement of Law to allocate Collections
               as described above, the Transferor agrees that it shall in any
               such event allocate, after the occurrence of such event, payments
               on each Account with respect to the principal balance of such
               Account first to the oldest principal balance of such Account and
               to have such payments applied as Collections in accordance with
               Article IV. The parties hereto agree that Finance Charge
               Receivables, whenever created, accrued in respect of Principal
               Receivables that have been conveyed to the Trust, or that would
               have been conveyed to the Trust but for the above described
               inability to transfer such Receivables, shall continue to be a
               part of the Trust notwithstanding any cessation of the transfer
               of additional Principal Receivables to the Trust and Collections
               with respect thereto shall continue to be allocated and paid in
               accordance with Article IV.

                      (ii)   In the event that, pursuant to subsection 2.04(d),
               the Transferor accepts reassignment of an Ineligible Receivable
               as a result of a breach of the representations and warranties in
               subsection 2.04(b) relating to such Receivable, then, in any such
               event, the Transferor agrees to account for payments received
               with respect to such Ineligible Receivable separately from its
               accounting for Collections on Principal Receivables retained by
               the Trust. If payments received from or on behalf of an Obligor
               are not specifically applicable either to an Ineligible
               Receivable of such Obligor reassigned to the Transferor or to the

                                       34

<PAGE>

               Receivables of such Obligor retained in the Trust, then the
               Transferor agrees to allocate payments proportionately based on
               the total amount of Principal Receivables of such Obligor
               retained in the Trust and the total amount owing by such Obligor
               on any Ineligible Receivables reassigned to the Transferor, and
               the portion allocable to any Principal Receivables retained in
               the Trust shall be treated as Collections and deposited in
               accordance with the provisions of Article IV.

                   (d)   Credit Card Agreements and Account Guidelines. The
Transferor shall comply with and perform its obligations under the Credit Card
Agreements relating to the Accounts and the Credit Card Guidelines and all
applicable rules and regulations of VISA U.S.A., Inc. and MasterCard
International Incorporated except insofar as any failure to comply or perform
would not materially and adversely affect the rights of the Trust or the
Certificateholders hereunder or under the Certificates. The Transferor may
change the terms and provisions of the Credit Card Agreements or the Credit Card
Guidelines in any respect (including, without limitation, the reduction of the
required minimum monthly payment, the calculation of the amount, or the timing,
of charge offs and the Periodic Finance Charges and other fees to be assessed
thereon) only if such change (i) would not, in the reasonable belief of the
Transferor, cause a Pay Out Event to occur, and (ii) is made applicable to the
comparable segment of the revolving credit card accounts owned and serviced by
the Transferor which have characteristics the same as, or substantially similar
to, the Accounts that are the subject of such change, except as otherwise
restricted by an endorsement, sponsorship, or other agreement between the
Transferor and an unrelated third party or by the terms of the Credit Card
Agreements.

                   (e)   Delivery of Collections. The Transferor agrees to pay
to the Servicer all payments received by the Transferor in respect of the
Receivables as soon as practicable after receipt thereof by the Transferor.

                   (f)   Conveyance of Accounts. The Transferor covenants and
agrees that it will not convey, assign, exchange or otherwise transfer the
Accounts to any Person prior to the earlier of the termination of this Agreement
pursuant to Article XII; provided, however, that the Transferor shall not be
prohibited hereby from conveying, assigning, exchanging or otherwise
transferring the Accounts in connection with a transaction complying with the
provision of Section 7.02.

                   (g)   Change in State of Location. In the event that the
state of organization of the Transferor changes from the State of Delaware or
the Transferor changes its corporate form, the Transferor shall promptly notify
the Trustee in writing of any such change.

                                       35

<PAGE>

           Section 2.06  Addition of Accounts.

                   (a)   Required Additions. If, (i) during any period of 30
consecutive days, the Transferor Interest averaged over that period is less than
4% (or such higher percentage as may be specified in any Supplement, such
percentage the "Minimum Transferor Interest") of the Average Principal
Receivables, the Transferor shall designate Additional Accounts to be included
as Accounts in a sufficient amount such that the average of the Transferor
Interest as a percentage of the Average Principal Receivables for such 30-day
period, computed by assuming that the amount of the Average Principal
Receivables of such Additional Accounts shall be deemed to be outstanding in the
Trust during each day of such 30-day period, is at least equal to the Minimum
Transferor Interest, or (ii) on any Record Date the aggregate amount of
Principal Receivables is less than the Minimum Aggregate Principal Receivables,
the Transferor shall designate Additional Accounts to be included as Accounts in
a sufficient amount such that the aggregate amount of Principal Receivables will
be equal to or greater than the Minimum Aggregate Principal Receivables.
Receivables from such Additional Accounts shall be transferred to the Trust on
or before the tenth Business Day following such thirty-day period or Record
Date, as the case may be.

                   (b)   Permitted Additions. In addition to its obligation
under subsection 2.06(a), the Transferor may, but shall not be obligated to,
designate from time to time Additional Accounts to be included as Accounts.

                   (c)   Conditions to Additions. The Transferor agrees that any
such transfer of Receivables from Additional Accounts under subsection 2.06(a)
or 2.06(b) shall satisfy the following conditions (to the extent provided
below):

                         (i)  on or before the fifth Business Day prior to the
           Addition Date with respect to additions pursuant to subsection
           2.06(a) and on or before the tenth Business Day prior to the Addition
           Date with respect to additions pursuant to subsection 2.06(b) (the
           "Notice Date"), the Transferor shall give the Trustee, each Rating
           Agency and the Servicer written notice that such Additional Accounts
           will be included, which notice shall specify the approximate
           aggregate amount of the Receivables to be transferred;

                         (ii) on or before the Addition Date, the Transferor
           shall have delivered to the Trustee a written assignment (including
           an acceptance by the Trustee on behalf of the Trust for the benefit
           of the Investor Certificateholders) in substantially the form of
           Exhibit B (the "Assignment") and the Transferor shall have indicated
           in its computer files that the Receivables created in connection with
           the Additional Accounts have been transferred to the Trustee and,
           within five Business Days thereafter, the Transferor shall have
           delivered to the Trustee a

                                       36

<PAGE>

           computer file or microfiche list containing a true and complete list
           of all Additional Accounts, identified by account number and the
           aggregate amount of the Receivables in such Additional Accounts, as
           of the Addition Cut-Off Date, which computer file or microfiche list
           shall be as of the date of such Assignment incorporated into and made
           a part of such Assignment and this Agreement;

                  (iii)  the Transferor shall represent and warrant that (x)
           each Additional Account is, as of the Addition Cut-Off Date, an
           Eligible Account, and each Receivable in such Additional Account, is,
           as of the Addition Cut-Off Date, an Eligible Receivable, (y) no
           selection procedures believed by the Transferor to be materially
           adverse to the interests of the Investor Certificateholders were
           utilized in selecting the Additional Accounts from the available
           Eligible Accounts from the Bank Portfolio, and (z) as of the Addition
           Date, the Transferor is not insolvent;

                   (iv)  the Transferor shall represent and warrant that, as of
           the Addition Date, the Assignment constitutes either (x) a valid
           transfer and assignment to the Trustee of all right, title and
           interest of the Transferor in and to the Receivables then existing
           and thereafter created in the Additional Accounts, and all proceeds
           (as defined in the UCC as in effect in the applicable jurisdiction)
           of such Receivables and Insurance Proceeds relating thereto and such
           Receivables and all proceeds thereof and Insurance Proceeds relating
           thereto will be held by the Trustee free and clear of any Lien of any
           Person claiming through or under the Transferor or any of its
           Affiliates, except for (i) Liens permitted under subsection 2.05(b),
           (ii) the interest of the Transferor as Holder of the Exchangeable
           Transferor Certificate and (iii) the Transferor's right to receive
           interest accruing on, and investment earnings in respect of, the
           Finance Charge Account and the Principal Account, or any Series
           Account as provided in this Agreement and any related Supplement or
           (y) a valid transfer for security (under the UCC as in effect in the
           applicable jurisdiction) in such property to the Trustee, which is
           enforceable with respect to then existing Receivables of the
           Additional Accounts, the proceeds (as defined in the UCC as in effect
           in the applicable jurisdiction) thereof and Insurance Proceeds
           relating thereto upon the conveyance of such Receivables to the
           Trustee, and which will be enforceable with respect to the
           Receivables thereafter created in respect of Additional Accounts
           conveyed on such Addition Date, the proceeds (as defined in the UCC
           as in effect in the applicable jurisdiction) thereof and Insurance
           Proceeds relating thereto upon such creation; and (z) upon the filing
           of a financing statement as described in Section 2.01 with respect to
           such Receivables thereafter created in such Additional Accounts and
           the proceeds (as defined in the UCC as in effect in the applicable
           jurisdiction) thereof, and Insurance Proceeds relating thereto, upon
           such creation, the Trustee shall have

                                       37

<PAGE>

           a first priority perfected security interest (as defined in the UCC
           as in effect in the applicable jurisdiction) in such property
           (subject to the rules governing proceeds set forth in the UCC as in
           effect in the applicable jurisdiction), except for Liens permitted
           under subsection 2.05(b);

                         (v)    the Transferor shall deliver an Officer's
           Certificate substantially in the form of Schedule 2 to Exhibit B to
           the Trustee;

                         (vi)   on or before the Opinion Delivery Date, the
           Transferor shall deliver to the Trustee (with a copy to each Rating
           Agency) an Opinion of Counsel with respect to the Receivables arising
           in Accounts included as Additional Accounts during the preceding
           three month period substantially in the form of Exhibit E; and

                         (vii)  if (x) with respect to any three-month period or
           with respect to any twelve-month period, the aggregate number of
           Accounts designated to have their Receivables added to the Trust
           shall exceed the applicable Aggregate Addition Limit or (y) the
           Accounts designated to have their Receivables added to the Trust were
           not originated by the Transferor, the Transferor shall have received
           notice from Standard & Poor's, Moody's and Fitch that the inclusion
           pursuant to subsection 2.06(b) of accounts as Additional Accounts in
           excess of the applicable Aggregate Addition Limit or not originated
           by the Transferor will not result in the reduction or withdrawal of
           its then existing rating of any Series of Investor Certificates then
           issued and outstanding and shall have delivered such notice to the
           Trustee.

           Section 2.07  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:

                                       38

<PAGE>

                (i)    The removal of any Receivables of any Removed Accounts on
      any Removal Date shall not, in the reasonable belief of the Transferor,
      cause a Pay Out Event to occur or the Transferor Interest to be an amount
      less than zero;

                (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) no
      selection procedures believed by the Transferor to be materially adverse
      to the interests of the Certificateholders were utilized in selecting the
      Removed Accounts to be removed from the Trust and (y) (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, (II) the Removed Accounts arose
      pursuant to an affinity, private-label, agent-bank, co-branding or other
      arrangement with a third party that has been cancelled by such third party
      or has expired without renewal and which by its terms permits the third
      party to repurchase the Accounts subject to such arrangement, upon such
      cancellation or non-renewal and the third party has exercised such
      repurchase right or (III) the Removed Accounts were selected using another
      method that will not preclude transfers of Receivables to the Trust from
      being accounted for as sales under generally accepted accounting
      principles or prevent the Trust from continuing to qualify as a qualifying
      special purpose entity in accordance with SFAS 140 and the Transferor
      shall have delivered to the Trustee and each Enhancement Provider an
      Officer's Certificate, dated the Removal Date, to that effect;

                (iv)   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 notice prior to the Removal Date from such Rating Agency that
      such proposed removal will not result in a downgrade or withdrawal of its
      then current rating of any outstanding Series of the Investor
      Certificates; and

                                       39

<PAGE>

                   (v)   the Transferor shall have delivered to the Trustee an
      Officer's Certificate confirming the items set forth in clauses (i)
      through (iv) 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.

      Section 2.08 Discount Receivables. (a) The Transferor shall designate a
fixed percentage (the "Yield Factor") of all Receivables outstanding on any date
of determination, other than Periodic Finance Charges, Annual Membership Fees,
Cash Advance Fees, Late Fees, overlimit fees, return check fees and similar fees
and other charges and Receivables in Defaulted Accounts, to be treated as
Finance Charge Receivables ("Discount Receivables"). The Yield Factor initially
and through March 31, 2002 shall equal 1.3% and on and after April 1, 2002 shall
equal zero or such other percentage as may be determined pursuant to subclause
(c) hereof; provided, however, for purposes of determining the Investor
Percentages and Transferor Percentages for the April 2002 Monthly Period, the
Yield Factor as of March 31, 2002 shall be deemed to be equal to zero.

            (b)    The Transferor, in accordance with Section 4.03, shall (i)
deposit, or cause to be deposited, into the Collection Account in immediately
available funds an amount equal to the product of (a) the Aggregate Investor
Percentages for all Series with respect to Finance Charge Receivables and (b)
the aggregate amount of the Discount Receivable Collections processed on such
day and (ii) pay to the Holder of the Exchangeable Transferor Certificate an
amount equal to the product of (a) the Transferor Percentage and (b) the
aggregate amount of such Discount Receivable Collections. The deposit made by
the Transferor into the Collection Account under the preceding sentence shall be
considered a payment of such Discount Receivables and shall be applied as
Finance Charge Receivables in accordance with Article IV.

            (c)    The Transferor shall have the option to increase or decrease
the Yield Factor to an amount not greater than 4%. The Transferor shall provide
to the Servicer, the Trustee, any Enhancement Provider and the Rating Agency 30
days' prior written notice of such designation, and such designation shall
become effective on the date designated therein (i) unless such designation in
the reasonable belief of the Transferor would cause a Pay Out Event to occur, or
an event which, with notice or the lapse of time or both, would constitute a Pay
Out Event and (ii) only if each Rating Agency shall have delivered a letter to
the Transferor and the Trustee confirming that its then current rating of the
Investor Certificates of any Series then outstanding will not be reduced or
withdrawn as a result of such designation.

                                       40

<PAGE>

                               [End of Article II]

                                       41

<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                 OF RECEIVABLES

     Section 3.01  Acceptance of Appointment and Other Matters Relating to the
Servicer.

            (a)    First USA agrees to act as the Servicer under this Agreement.
The Investor Certificateholders of each Series by their acceptance of the
related Certificates consent to First USA acting as Servicer.

            (b)    The Servicer shall service and administer the Receivables and
shall collect payments due under the Receivables in accordance with its
customary and usual servicing procedures for servicing credit card receivables
comparable to the Receivables and in accordance with the Credit Card Guidelines
and shall have full power and authority, acting alone or through any party
properly designated by it hereunder, to do any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing and subject to Section 10.01,
the Servicer is hereby authorized and empowered (i) to make withdrawals from the
Collection Account as set forth in this Agreement, (ii) unless such power and
authority is revoked by the Trustee on account of the occurrence of a Servicer
Default pursuant to Section 10.01, to instruct the Trustee to make withdrawals
and payments, from the Finance Charge Account, the Principal Account and any
Series Account, in accordance with such instructions as set forth in this
Agreement, (iii) unless such power and authority is revoked by the Trustee on
account of the occurrence of a Servicer Default pursuant to Section 10.01, to
instruct the Trustee in writing, as set forth in this Agreement, (iv) to execute
and deliver, on behalf of the Trust for the benefit of the Certificateholders,
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Receivables and, after the delinquency of any Receivable and to the extent
permitted under and in compliance with applicable law and regulations, to
commence enforcement proceedings with respect to such Receivables and (v) to
make any filings, reports, notices, applications, registrations with, and to
seek any consents or authorizations from the Securities and Exchange Commission
and any state securities authority on behalf of the Trust as may be necessary or
advisable to comply with any federal or state securities or reporting
requirements. The Trustee agrees that it shall promptly follow the instructions
of the Servicer to withdraw funds from the Principal Account, the Finance Charge
Account or any Series Account and to take any action required under any
Enhancement at such time as required under this Agreement. The Trustee shall
execute at the Servicer's written request such documents prepared by the
Transferor and acceptable to the Trustee as may be necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties
hereunder.

                                       42

<PAGE>

            (c)   In the event that the Transferor is unable for any reason to
transfer Receivables to the Trust in accordance with the provisions of this
Agreement (including, without limitation, by reason of the application of the
provisions of Section 9.02 or the order of any federal governmental agency
having regulatory authority over the Transferor or any court of competent
jurisdiction that the Transferor not transfer any additional Principal
Receivables to the Trust) then, in any such event, (A) the Servicer agrees to
allocate, after such date, all Collections with respect to Principal
Receivables, and all amounts which would have constituted Collections with
respect to Principal Receivables but for the Transferor's inability to transfer
such Receivables (up to an aggregate amount equal to the aggregate amount of
Principal Receivables in the Trust as of such date) in accordance with
subsection 2.05(c); (B) the Servicer agrees to apply such amounts as Collections
in accordance with Article IV; and (C) for only so long as all Collections and
all amounts which would have constituted Collections are allocated and applied
in accordance with clauses (A) and (B) above, Principal Receivables and all
amounts which would have constituted Principal Receivables but for the
Transferor's inability to transfer Receivables to the Trust that are written off
as uncollectible in accordance with this Agreement shall continue to be
allocated in accordance with Article IV and all amounts which would have
constituted Principal Receivables but for the Transferor's inability to transfer
Receivables to the Trust shall be deemed to be Principal Receivables for the
purpose of calculating the applicable Investor Percentage thereunder. If the
Servicer is unable pursuant to any Requirement of Law to allocate payments on
the Accounts as described above, the Servicer agrees that it shall in any such
event allocate, after the occurrence of such event, payments on each Account
with respect to the principal balance of such Account first to the oldest
principal balance of such Account and to have such payments applied as
Collections in accordance with Article IV. The parties hereto agree that Finance
Charge Receivables, whenever created, accrued in respect of Principal
Receivables which have been conveyed to the Trust, or which would have been
conveyed to the Trust but for the above described inability to transfer such
Receivables, shall continue to be a part of the Trust notwithstanding any
cessation of the transfer of additional Principal Receivables to the Trust and
Collections with respect thereto shall continue to be allocated and paid in
accordance with Article IV.

            (d)   In the event that pursuant to subsection 2.04(d), the
Transferor accepts reassignment of an Ineligible Receivable as a result of a
breach of the representations and warranties in subsection 2.04(b) relating to
such Receivable, then, in any such event, the Servicer agrees to account for
payments received with respect to such Ineligible Receivable separately from its
accounting for Collections on Principal Receivables retained by the Trust. If
payments received from or on behalf of an Obligor are not specifically
applicable either to an Ineligible Receivable of such Obligor reassigned to the
Transferor or to Receivables of such Obligor retained in the Trust, then the
Servicer agrees to allocate payments proportionately based on the total amount
of Principal Receivables of such Obligor retained in the Trust and the total
amount owing by such Obligor on any Ineligible Receivables purchased by the
Transferor, and the

                                       43

<PAGE>

portion allocable to any Principal Receivables retained in the Trust shall be
treated as Collections and deposited in accordance with the provisions of
Article IV.

                           (e)      The Servicer shall not be obligated to use
separate servicing procedures, offices, employees or accounts for servicing the
Receivables from the procedures, offices, employees and accounts used by the
Servicer in connection with servicing other credit card receivables.

                           (f)      The Servicer shall maintain fidelity bond
coverage insuring against losses through wrongdoing of its officers and
employees who are involved in the servicing of credit card receivables covering
such actions and in such amounts as the Servicer believes to be reasonable from
time to time.

                  Section 3.02 Servicing Compensation. As compensation for its
servicing activities hereunder and reimbursement for its expenses as set forth
in the immediately following paragraph, the Servicer shall be entitled to
receive a monthly servicing fee in respect of any Monthly Period prior to the
termination of the Trust pursuant to Section 12.01 (with respect to each Monthly
Period, the "Monthly Servicing Fee"). The share of the Monthly Servicing Fee
allocable to each Series of Investor Certificateholders with respect to any
Monthly Period (or portion thereof) shall be payable on the related Transfer
Date and, with respect to each Series (unless otherwise provided in the related
Supplement), shall be equal to one-twelfth of the product of (A) the applicable
Series Servicing Fee Percentage per annum and (B) the Invested Amount of such
Series as of the last day of the Monthly Period preceding such Transfer Date
(the "Investor Monthly Servicing Fee") and shall be paid to the Servicer
pursuant to Article IV. The servicing fee payable by the Holder of the
Exchangeable Transferor Certificate shall be equal to the product of one-twelfth
of the product of (A) the Transferor Interest and (B) the weighted average of
the Series Servicing Fee Percentages with respect to each Series of Investor
Certificates then outstanding (the "Monthly Transferor Servicing Fee"). The
Monthly Servicing Fee shall equal the sum of (x) the aggregate amount of
Investor Monthly Servicing Fees with respect to each Series then outstanding and
(y) the Monthly Transferor Servicing Fee. The Investor Monthly Servicing Fee
with respect to any Series is payable in arrears on the related Transfer Date
(unless otherwise provided in the related Supplement) and the Monthly Transferor
Servicing Fee is payable in arrears no later than the last Transfer Date with
respect to any Series occurring in a Monthly Period. The Monthly Transferor
Servicing Fee and, unless otherwise provided in a Supplement, each Investor
Monthly Servicing Fee, shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

                           The Servicer's expenses include the amounts due to
the Trustee pursuant to Section 11.05 and the reasonable fees and disbursements
of independent public accountants and all other expenses incurred by the
Servicer in connection with its activities hereunder; provided, that the
Servicer shall not be liable for any liabilities, costs or expenses of the
Trust, the Investor

                                       44

<PAGE>

Certificateholders or the Certificate Owners arising under any tax law,
including without limitation any federal, state or local income or franchise
taxes or any other tax imposed on or measured by income (or any interest or
penalties with respect thereto or arising from a failure to comply therewith).
The Servicer shall be required to pay such expenses for its own account and
shall not be entitled to any payment therefor other than the Monthly Servicing
Fee.

                  Section 3.03 Representations and Warranties of the Servicer.
First USA, as initial Servicer, hereby makes, and any Successor Servicer by its
appointment hereunder shall make, the following representations and warranties
on which the Trustee has relied in accepting the Receivables in trust and in
authenticating the Certificates issued on the Initial Closing Date:

                           (a)      Organization and Good Standing.  The
Servicer is a national banking association duly organized and validly existing
in good standing under the laws of the United States of America and has full
corporate power, authority and legal right to own its properties and conduct its
credit card business as such properties are at present owned and such business
is at present conducted, and to execute, deliver and perform its obligations
under this Agreement.

                           (b)      Due Qualification.  The Servicer is not
required to qualify nor register as a foreign corporation in any state in order
to service the Receivables as required by this Agreement and has obtained all
licenses and approvals necessary in order to so service the Receivables as
required under federal law. If the Servicer shall be required by any Requirement
of Law to so qualify or register or obtain such license or approval, then it
shall do so.

                           (c)      Due Authorization.  The execution, delivery,
and performance of this Agreement have been duly authorized by the Servicer by
all necessary corporate action on the part of the Servicer and this Agreement
will remain, from the time of its execution, an official record of the Servicer.

                           (d)      Binding Obligation.  This Agreement
constitutes a legal, valid and binding obligation of the Servicer, enforceable
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect, affecting the enforcement of creditors' rights
in general and the rights of creditors of national banking associations.

                           (e)      No Violation.  The execution and delivery of
this Agreement by the Servicer, and the performance of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof
applicable to the Servicer, will not conflict with, violate, result in any
breach of any of the material terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, any Requirement of Law
applicable to the Servicer or any

                                       45

<PAGE>

indenture, contract, agreement, mortgage, deed of trust or other instrument to
which the Servicer is a party or by which it is bound.

                           (f)      No Proceedings.  There are no proceedings or
investigations pending or, to the best knowledge of the Servicer, threatened
against the Servicer before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality seeking to prevent the issuance
of the Certificates or the consummation of any of the transactions contemplated
by this Agreement, seeking any determination or ruling that, in the reasonable
judgment of the Servicer, would materially and adversely affect the performance
by the Servicer of its obligations under this Agreement, or seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of this Agreement.

                           (g)      Compliance with Requirements of Law.  The
Servicer shall duly satisfy all obligations on its part to be fulfilled under or
in connection with each Receivable and the related Account, will maintain in
effect all qualifications required under Requirements of Law in order to service
properly each Receivable and the related Account and will comply in all material
respects with all other Requirements of Law in connection with servicing each
Receivable and the related Account the failure to comply with which would have a
material adverse effect on the Certificateholders or any Enhancement Provider.

                           (h)      Protection of Certificateholders' Rights.
The Servicer shall take no action which, nor omit to take any action the
omission of which, would impair the rights of Certificateholders in any
Receivable or the related Account or the rights of any Enhancement Provider, nor
shall it reschedule, revise or defer payments due on any Receivable except in
accordance with the Credit Card Guidelines.

                           (i)      All Consents.  All authorizations, consents,
order or approvals of or registrations or declarations with any Governmental
Authority required to be obtained, effected or given by the Servicer in
connection with the execution and delivery of this Agreement by the Servicer and
the performance of the transactions contemplated by this Agreement by the
Servicer, have been duly obtained, effected or given and are in full force and
effect.

                           (j)      Rescission or Cancellation.  The Servicer
shall not permit any rescission or cancellation of any Receivable except as
ordered by a court of competent jurisdiction or other Governmental Authority or
in accordance with the normal operating procedures of the Servicer.

                           (k)      Receivables Not To Be Evidenced by
Promissory Notes. Except in connection with its enforcement or collection of an
Account, the Servicer will take no action to cause any Receivable to be
evidenced by an instrument or chattel paper (as defined in the UCC as in effect
in the State of Delaware).

                                       46

<PAGE>

                  Section 3.04 Reports and Records for the Trustee.

                           (a)      Daily Reports.  On each Business Day, the
Servicer, with prior notice, shall prepare and make available at the office of
the Servicer for inspection by the Trustee a record setting forth (i) the
aggregate amount of Collections processed by the Servicer on the preceding
Business Day and (ii) the aggregate amount of Receivables as of the close of
business on the preceding Business Day.

                           (b)      Monthly Servicer's Certificate.  Unless
otherwise stated in the related Supplement with respect to any Series, on each
Determination Date the Servicer shall forward, as provided in Section 13.05, to
the Trustee, the Paying Agent, any Enhancement Provider and each Rating Agency,
a certificate of a Servicing Officer in the form of Exhibit C (which includes
the Schedule thereto specified as such in each Supplement) setting forth (i) the
aggregate amount of Collections processed during the preceding Monthly Period,
(ii) the aggregate amount of the applicable Investor Percentage of Collections
of Principal Receivables processed by the Servicer pursuant to Article IV during
the preceding Monthly Period with respect to each Series then outstanding, (iii)
the aggregate amount of the applicable Investor Percentage of Collections of
Finance Charge Receivables processed by the Servicer pursuant to Article IV
during the preceding Monthly Period with respect to each Series then
outstanding, (iv) the aggregate amount of Principal Receivables outstanding as
of the end of the last day of the preceding Monthly Period, (v) the balance on
deposit in the Finance Charge Account and the Principal Account or any Series
Account applicable to any Series then outstanding on such Determination Date
with respect to Collections processed by the Servicer during the preceding
Monthly Period, (vi) the aggregate amount, if any, of withdrawals, drawings or
payments under any Enhancement, if any, for each Series then outstanding
required to be made with respect to the previous Monthly Period in the manner
provided in the related Supplement, (vii) the sum of all amounts payable to the
Investor Certificateholders of each Series on the succeeding Distribution Date
in respect of Certificate Principal and Certificate Interest and (viii) such
other matters as are set forth in Exhibit C.

                  Section 3.05 Annual Servicer's Certificate. Within four months
after the end of each fiscal year of the Servicer, the Servicer will deliver, as
provided in Section 13.05, to the Trustee, any Enhancement Provider and the
Rating Agency, an Officer's Certificate substantially in the form of Exhibit D
stating that (a) a review of the activities of the Servicer during the prior
twelve-month period and of its performance under this Agreement was made under
the supervision of the officer signing such certificate, (b) to the best of such
officer's knowledge, based on such review, the Servicer has fully performed all
its obligations under this Agreement throughout such period, or, if there has
been a default in the performance of any such obligation, specifying each such
default known to such officer and the nature and status thereof and (c) the
report required to be delivered to the Servicer by the independent certified
public accountants

                                       47


<PAGE>

pursuant to subsection 3.06(b) of this Agreement has been delivered to the
Servicer, and such report contains no exceptions, except for such exceptions as
the independent certified public accountants believe to be immaterial and such
other exceptions as may be set forth in such report and listed in such Officer's
Certificate. A copy of such certificate may be obtained by any Investor
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.

                 Section 3.06  Annual Independent Accountants' Servicing Report.

                           (a)   Within four months after the end of each fiscal
year of the Servicer, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to the
Servicer or the Transferor) to furnish a report to the Trustee, any Enhancement
Provider and the Rating Agency, to the effect that such firm has examined the
assertion of the Servicer that it has maintained effective internal control over
the servicing of Accounts under this Agreement and has completed such
examination in accordance with standards established by the American Institute
of Certified Public Accountants and that, on the basis of such examination, such
firm is of the opinion (assuming the accuracy of any reports generated by the
Servicer's third party agents) that such assertion is fairly stated in all
material respects. A copy of such report may be obtained by any Investor
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.

                           (b)   Within four months after the end of each fiscal
year of the Servicer, the Servicer shall cause a firm of nationally recognized
independent certified public accountants (who may also render other services to
the Servicer or the Transferor) to furnish a report to the Servicer to the
effect that they have compared the mathematical calculations of each amount set
forth in the monthly certificates forwarded by the Servicer pursuant to
subsection 3.04(b) during the period covered by such report (which shall be each
fiscal year of the Servicer) with the Servicer's computer reports which were the
source of such amounts and that on the basis of such comparison, such amounts
are in agreement, except for such exceptions as they believe to be immaterial
and such other exceptions as shall be set forth in such report.

                  Section 3.07 Tax Treatment. The Transferor has structured this
Agreement and, unless otherwise specified in the related Supplement with respect
to any Class of Investor Certificates, the Investor Certificates with the
intention that the Investor Certificates will qualify under applicable federal,
state, local and foreign tax law as indebtedness. Unless otherwise specified in
the related Supplement with respect to any Class of Investor Certificates, the
Transferor, the Servicer, the Holder of the Exchangeable Transferor Certificate,
each Investor Certificateholder, and each Certificate Owner, agree to treat and
to take no action inconsistent with the treatment of the Investor Certificates
(or beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Unless otherwise specified in the related Supplement with
respect to

                                       48

<PAGE>

any Class of Investor Certificates, each Investor Certificateholder, by its
acceptance of its Certificate, and the Holder of the Exchangeable Transferor
Certificate, by acquisition of its interest in the Transferor Interest, and each
Certificate Owner, by acquisition of a beneficial interest in a Certificate,
agree to be bound by the provisions of this Section 3.07. Unless otherwise
specified in the related Supplement with respect to any Class of Investor
Certificates, each Certificateholder agrees that it will cause any Certificate
Owner acquiring an interest in a Certificate through it to comply with this
Agreement as to treatment as indebtedness under applicable tax law, as described
in this Section 3.07. Furthermore, the Trustee shall treat the Trust as a
security device only, and shall not file tax returns or obtain an employer
identification number on behalf of the Trust.

                  Section 3.08 Notices to the Transferor. Any Successor Servicer
appointed pursuant to Section 10.02 shall deliver or make available to the
Transferor each certificate and report required to be prepared, forwarded or
delivered thereafter pursuant to Sections 3.04, 3.05 and 3.06.

                              [End of Article III]

                                       49

<PAGE>

                                   ARTICLE IV

                   RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
                         AND APPLICATION OF COLLECTIONS

                Section 4.01 Rights of Certificateholders. Each Series of
Investor Certificates shall represent Undivided Interests in the Trust,
including the benefits of any Enhancement issued with respect to such Series and
the right to receive the Collections and other amounts at the times and in the
amounts specified in this Article IV to be deposited in the Investor Accounts or
to be paid to the Investor Certificateholders of such Series; provided, however,
that the aggregate interest represented by such Certificates at any time in the
Principal Receivables shall not exceed an amount equal to the Invested Amount at
such time. The Exchangeable Transferor Certificate or, as the case may be, the
uncertificated interest in the Transferor Interest shall represent the remaining
undivided interest in the Trust, including the right to receive the Collections
and other amounts at the times and in the amounts specified in this Article IV
to be paid to the Holder of the Exchangeable Transferor Certificate; provided,
however, that if the Transferor elects to have its interest in the Transferor
Interest be uncertificated as provided in Section 6.01, then such uncertificated
interest shall represent the Transferor Interest; provided, further, that the
aggregate interest represented by such Exchangeable Transferor Certificate in
the Principal Receivables or, as the case may be, the aggregate uncertificated
interest of the Transferor in the Principal Receivables, shall not exceed the
Transferor Interest at any time and such Exchangeable Transferor Certificate or,
as the case may be, such uncertificated interest shall not represent any
interest in the Investor Accounts, except as provided in this Agreement, or the
benefits of any Enhancement issued with respect to any Series.

                Section 4.02 Establishment of Accounts.

                       (a) The Collection Account. The Servicer, for the benefit
of the Certificateholders, shall establish in the name of the Trustee, on behalf
of the Trust, a non-interest bearing segregated account (the "Collection
Account") bearing a designation clearly indicating that the funds deposited
therein are held in trust for the benefit of the Certificateholders, and shall
cause such Collection Account to be established and maintained, (i) in a
segregated trust account with the corporate trust department of a depository
institution or trust company (which may include the Trustee or an Affiliate of
the Servicer) organized under the laws of the United States of America or any
one of the states thereof or the District of Columbia and with deposit insurance
provided by BIF or SAIF which at all times maintains a long-term deposit rating
of at least "Baa3" by Moody's and having corporate trust powers and acting as
trustee for funds deposited therein; provided, however, that such account need
not be maintained as a segregated trust account with the corporate trust
department of such institution if at all times the certificates of deposit,
short- term deposits or commercial paper or the long-term unsecured debt
obligations (other than such obligation whose rating is based on collateral or
on

                                       50

<PAGE>

the credit of a Person other than such institution or trust company) of such
depository institution or trust company shall have a credit rating from Moody's
and Standard & Poor's of "P-1" and "A-1+," respectively, in the case of the
certificates of deposit, short-term deposits or commercial paper, or a rating
from Moody's of at least "Aa2" and from Standard & Poor's of "AAA" in the case
of the long-term unsecured debt obligations, or (ii) with a depository
institution, which may include the Trustee, which is acceptable to the Rating
Agency (a "Qualified Institution"); provided, further, that upon the insolvency
of the Servicer, the Collection Account shall not be permitted to be maintained
with the Servicer. The Collection Account shall be under the "control" (within
the meaning of Sections 8-106 and 9-104 of the UCC as in effect in the
applicable jurisdiction) of the Trustee. Pursuant to authority granted to it
pursuant to subsection 3.01(b), the Servicer shall have the revocable power to
withdraw funds from the Collection Account for the purposes of carrying out its
duties hereunder.

                (b) The Finance Charge and Principal Accounts. The Trustee, for
the benefit of the Investor Certificateholders, shall establish and maintain
with the Trustee in the name of the Trustee two segregated trust accounts (the
"Finance Charge Account" and the "Principal Account," respectively), bearing a
designation clearly indicating that the funds therein are held for the benefit
of the Investor Certificateholders. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Finance Charge
Account and the Principal Account and in all proceeds thereof. The Finance
Charge Account and the Principal Account shall be under the sole dominion and
"control" (within the meaning of Sections 8-106 and 9-104 of the UCC as in
effect in the applicable jurisdiction) of the Trustee for the benefit of the
Investor Certificateholders. Pursuant to authority granted to it hereunder, the
Servicer shall have the revocable power to instruct the Trustee to withdraw
funds from the Finance Charge Account and Principal Account for the purpose of
carrying out the Servicer's or the Trustee's duties hereunder. The Trustee at
all times shall maintain accurate records reflecting each transaction in the
Principal Account and the Finance Charge Account and that funds held therein
shall at all times be held in trust for the benefit of the Investor
Certificateholders.

                (c) The Distribution Account. The Trustee, for the benefit of
the Investor Certificateholders, shall cause to be established and maintained in
the name of the Trustee, with an office or branch of a Qualified Institution
(other than the Transferor), a non- interest bearing segregated demand deposit
account (the "Distribution Account") bearing a designation clearly indicating
that the funds deposited therein are held in trust for the benefit of the
Investor Certificateholders. The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Distribution Account
and in all proceeds thereof. The Distribution Account shall be under the sole
dominion and "control" (within the meaning of Sections 8-106 and 9-104 of the
UCC as in effect in the applicable jurisdiction) of the Trustee for the benefit
of the Investor Certificateholders.

                                       51

<PAGE>

                (d) Administration of the Investor Accounts. Funds on deposit in
the Principal Account and the Finance Charge Account shall at all times be
invested in Permitted Investments. Any such investment shall mature and such
funds shall be available for withdrawal on or prior to the Transfer Date
following the Record Date occurring in the Monthly Period in which such funds
were processed for collection. The Trustee shall maintain for the benefit of the
Investor Certificateholders possession of the negotiable instruments or
securities evidencing the Permitted Investments described in clause (a) of the
definition thereof from the time of purchase thereof until the time of sale or
maturity; provided, that no such investment shall be disposed of prior to its
maturity date. At the end of each month, all interest and earnings (net of
losses and investment expenses) on funds on deposit in the Principal Account and
the Finance Charge Account shall be deposited by the Trustee in a separate
deposit account with a Qualified Institution in the name of the Servicer, or a
Person designated in writing by the Servicer, which shall not constitute a part
of the Trust, or shall otherwise be turned over by the Trustee to the Servicer
not less frequently than monthly. Subject to the restrictions set forth above,
the Servicer, or a Person designated in writing by the Servicer, of which the
Trustee shall have received written notification thereof, shall have the
authority to instruct the Trustee with respect to the investment of funds on
deposit in the Principal Account and the Finance Charge Account. For purposes of
determining the availability of funds or the balances in the Finance Charge
Account and the Principal Account for any reason under this Agreement, all
investment earnings on such funds shall be deemed not to be available or on
deposit.

           Section 4.03  Collections and Allocations.

                (a) Collections. Except as provided below, the Servicer shall
deposit all Collections in the Collection Account as promptly as possible after
the Date of Processing of such Collections, but in no event later than the
second Business Day following such Date of Processing. Immediately upon the
occurrence of the insolvency of the Servicer and thereafter, the Servicer shall
deposit all Collections into the Collection Account which shall be established
and maintained with a Qualified Institution other than the Servicer in
accordance with subsection 4.02(a), and in no such event shall the Servicer
deposit any Collections thereafter into any account established, held or
maintained with the Servicer.

                The Servicer shall allocate such amounts to each Series of
Investor Certificates and to the Holder of the Exchangeable Transferor
Certificate in accordance with this Article IV and shall withdraw the required
amounts from the Collection Account or pay such amounts to the Holder of the
Exchangeable Transferor Certificate in accordance with this Article IV, in both
cases as modified by any Supplement. The Servicer shall make such deposits or
payments on the date indicated therein by wire transfer or as otherwise provided
in the Supplement for any Series of Certificates with respect to such Series.

                                       52

<PAGE>

                Notwithstanding anything in this Agreement to the contrary, for
so long as, and only so long as, First USA shall remain the Servicer hereunder,
and (a) (i) the Servicer provides to the Trustee a letter of credit or other
form of Enhancement covering the risk of collection of the Servicer, and (ii)
the Transferor shall not have received a notice from any Rating Agency that such
a letter of credit or other form of Enhancement would result in the lowering of
such Rating Agency's then-existing rating of the Investor Certificates, or (b)
the Servicer shall have and maintain a certificate of deposit or short-term
deposit rating of "P-1" by Moody's and of "A-1" by Standard & Poor's and deposit
insurance provided by BIF or SAIF, the Servicer need not deposit Collections
into the Collection Account, the Principal Account, the Finance Charge Account
or any Series Account, as provided in any Supplement, or make payments to the
Holder of the Exchangeable Transferor Certificate, as provided in Article IV,
but may make such deposits, payments and withdrawals on each Transfer Date in an
amount equal to the net amount of such deposits, payments and withdrawals which
would have been made but for the provisions of this paragraph.

                (b) Allocations for the Exchangeable Transferor Certificate.
Throughout the existence of the Trust, unless otherwise stated in any
Supplement, the Servicer shall allocate to the Holder of the Exchangeable
Transferor Certificate an amount equal to the product of (A) the Transferor
Percentage and (B) the aggregate amount of such Collections allocated to
Principal Receivables and Finance Charge Receivables, respectively, in respect
of each Monthly Period; provided, however, that amounts payable to the Holder of
the Exchangeable Transferor Certificate pursuant to this clause (b) shall
instead be deposited in the Collection Account to the extent that the Transferor
Interest is less than the Minimum Transferor Interest. Notwithstanding anything
in this Agreement to the contrary, unless otherwise stated in any Supplement,
the Servicer need not deposit this amount or any other amounts so allocated to
the Exchangeable Transferor Certificate pursuant to any Supplement into the
Collection Account and shall pay, or be deemed to pay, such amounts as collected
to the Holder of the Exchangeable Transferor Certificate.

                (c) Adjustments for Miscellaneous Credits and Fraudulent
Charges. The Servicer shall be obligated to reduce on a net basis each Monthly
Period the aggregate amount of Principal Receivables used to calculate the
Transferor Interest as provided in this subsection 4.03(c) (a "Credit
Adjustment") with respect to any Principal Receivable (i) which was created in
respect of merchandise refused or returned by the Obligor thereunder or as to
which the Obligor thereunder has asserted a counterclaim or defense, (ii) which
is reduced by the Servicer by any rebate, refund, charge-back or adjustment
(including Servicer errors) or (iii) which was created as a result of a
fraudulent or counterfeit charge.

                In the event that the inclusion of the amount of a Credit
Adjustment in the calculation of the Transferor Interest would cause the
Transferor Interest to be an amount less than zero, the Transferor shall make a
deposit, no later than the Business Day following the Date

                                       53

<PAGE>

of Processing of such Credit Adjustment, in the Principal Account (for
allocation as a Principal Receivable pursuant to Article IV) in immediately
available funds in an amount equal to the amount by which such Credit Adjustment
exceeds the Transferor Interest on such Date of Processing (each such deposit,
an "Adjustment Payment").

                (d) Reconveyance of Receivables in Defaulted Accounts. Unless
otherwise provided in any Supplement, in consideration of receiving Recoveries
as provided in Section 4.03(g) hereof, on the date on which an Account becomes a
Defaulted Account, 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 in and to the Receivables in such Defaulted Account,
all monies due or to become due with respect thereto, all proceeds thereof
allocable to the Trust with respect to such Receivables, excluding Recoveries
relating thereto, which shall remain an asset of the Trust.

                (e) Allocation for Series. On each Determination Date,
Collections for the preceding Monthly Period shall be allocated to each Series
as follows. Each Series' allocable share of such Collections in respect of
Finance Charge Receivables, Principal Receivables and Principal Receivables in
Defaulted Accounts, respectively, shall be determined by multiplying the
aggregate amount of such Collections by such Investor Percentage with respect to
such type of Receivables and such Monthly Period. Adjustment Payments and
Unallocated Principal Collections shall be allocated on each Determination Date
to each Series in the same manner as Collections of Principal Receivables. The
Servicer shall, prior to the close of business on the day any Collections are
deposited in the Collection Account, withdraw the required amounts from the
Collection Account and deposit such amounts into the Principal Account or the
Finance Charge Account or pay such amounts to the Holder of the Exchangeable
Transferor Certificate in accordance with the provisions of Article IV.

                (f) Unallocated Principal Collections. If, pursuant to any
provisions of Article IV, Collections allocated to Principal Receivables with
respect to any Series would cause such Series (a "Retired Series") to be paid in
full or if, pursuant to such provisions, Collections of Principal Receivables
are allocated to the Holder of the Exchangeable Transferor Certificate and the
Transferor Interest is equal to or less than the Minimum Transferor Interest or
the payment of such amount to the Transferor would cause the Transferor Interest
to be equal to or less than the Minimum Transferor Interest (any such
Collections being referred to as "Allocated Collections") or any Adjustment
Payment is made, any Collections of Principal Receivables allocated to a Retired
Series in excess of the amount required to pay such Series in full, or to the
Transferor Interest if the Transferor Interest is or would be caused to be less
than the Minimum Transferor Interest or any Adjustment Payment ("Unallocated
Principal Collections") shall be retained in the Collection Account. If on any
Business Day following a Business Day on which Unallocated Principal Collections
were retained in the Collection

                                       54

<PAGE>

Account the Transferor Interest is greater than the Minimum Transferor Interest,
such Unallocated Principal Collections may be released to the Holder of the
Exchangeable Transferor Certificate. On each Transfer Date with respect to each
Series in the Monthly Period succeeding the Monthly Period in which Unallocated
Principal Collections were retained in the Collection Account, such Unallocated
Principal Collections shall be reallocated to outstanding Series (any such
allocation, an "Excess Amount Principal Allocation," and any such Series, an
"Outstanding Series"). Any Excess Amount Principal Allocation shall be performed
assuming that (a) the character of Unallocated Principal Collections as
Principal Receivables shall not be altered, (b) the Investor Percentages with
respect to any Outstanding Series shall be recalculated assuming that the
Retired Series has been retired and that only the Outstanding Series are
outstanding, (c) Allocated Collections have been paid to the Retiring Series,
(d) if the payment of Allocated Collections as described above causes a Pay Out
Event to occur, Unallocated Principal Collections shall be allocated as if such
Pay Out Event has occurred and (e) the Unallocated Principal Collections
available on any Transfer Date with respect to any Series shall be applied as if
they were available on the last Business Day of the preceding Monthly Period. On
each Transfer Date immediately preceding each Distribution Date related to the
Amortization Period for any Series, Unallocated Principal Collections will be
deposited in the Principal Account for such Series to the extent of the lesser
of (x) the Principal Shortfall on the last Business Day of the preceding Monthly
Period for such Series and (y) the aggregate amount of Unallocated Principal
Collections retained in the Collection Account on such day. If more than one
Series is in its Amortization Period, Unallocated Principal Collections retained
in the Collection Account shall be allocated to each outstanding Series pro rata
based on the Principal Shortfall, if any, for each such Series on the last
Business Day of the preceding Monthly Period, and then, at the option of the
Transferor, any remainder may be applied as principal with respect to any Series
of variable funding certificates. The Servicer shall pay any remaining
Unallocated Principal Collections on such Transfer Date to the Transferor;
provided, that if the Transferor Interest as determined on such Business Day
does not exceed the Minimum Transferor Interest, then such remaining Unallocated
Principal Collections shall be deposited in the Collection Account in an amount
equal to the lesser of (i) the remaining Unallocated Principal Collections and
(ii) the excess of the Minimum Transferor Interest over the Transferor Interest
on such Business Day.

                (g) Recoveries. On or prior to the earliest Determination Date
in each Monthly Period, the Transferor shall notify the Servicer of the amount
of Recoveries to be included as Collections with respect to the preceding
Monthly Period. On the earliest Transfer Date in each Monthly Period, the
Transferor shall pay to the Servicer and the Servicer shall deposit into the
Collection Account, the amount of Recoveries to be so included as Collections
with respect to the preceding Monthly Period; provided, however, that such
deposit need be made only to the extent that such funds are required to be
retained in the Principal Account or the Finance Charge Account for the benefit
of any Series pursuant to the provisions of Article IV of this Agreement or any
Series Supplement and any such amount that is not so deposited shall be paid to
the Transferor.

                                       55

<PAGE>

                (h) Interchange. On or prior to the earliest Determination Date
in each Monthly Period, First USA shall notify the Servicer of the Interchange
Amount, if any, which is required to be included as Finance Charge Collections
with respect to the preceding Monthly Period. On the earliest Transfer Date in
each Monthly Period, First USA shall pay to the Servicer and the Servicer shall
deposit into the Collection Account, in immediately available funds, the
Interchange Amount to be so included as Finance Charge Collections with respect
to the preceding Monthly Period; provided, however, that such deposit need be
made only to the extent that such funds are required to be retained in the
Finance Charge Account for the benefit of any Series pursuant to the provisions
of Article IV of this Agreement or any Series Supplement and any such amount
that is not so deposited shall be paid to the Transferor.

              [THE REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE
             SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]

                               [End of Article IV]

                                       56

<PAGE>

                                    ARTICLE V

                  [ARTICLE V IS RESERVED AND SHALL BE SPECIFIED
                  IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES]

                               [End of Article V]

                                       57

<PAGE>

                                   ARTICLE VI

                                THE CERTIFICATES

                  Section 6.01 The Certificates. Subject to Sections 6.10 and
6.13, the Investor Certificates of each Series and any Class thereof may be
issued in bearer form (the "Bearer Certificates") with attached interest coupons
and a special coupon (collectively, the "Coupons") or in fully registered form
(the "Registered Certificates"), and shall be substantially in the form of the
exhibits with respect thereto attached to the related Supplement. The Transferor
may elect at any time, by written notice to the Trustee, to have its interest in
the Transferor Interest be (i) an uncertificated interest or (ii) evidenced by
an Exchangeable Transferor Certificate in certificated form. If the Transferor
elects to have its interest in the Exchangeable Transferor Interest be
uncertificated, it shall deliver to the Trustee for cancellation any
Exchangeable Transferor Certificate previously issued. If the Transferor elects
to have its interest in the Transferor Interest be evidenced by an Exchangeable
Transferor Certificate in certificated form, the Exchangeable Transferor
Certificate shall be issued pursuant hereto or to Section 6.09 or Section 6.10,
substantially in the form of Exhibit A and shall upon issue be executed and
delivered by the Transferor to the Trustee for authentication and redelivery as
provided in Sections 2.01 and 6.02. The Investor Certificates shall, upon issue
pursuant hereto or to Section 6.09 or Section 6.10, be executed and delivered by
the Transferor to the Trustee for authentication and redelivery as provided in
Section 2.01 and Section 6.02. Any Investor Certificate shall be issuable in a
minimum denomination of $1,000 Undivided Interest and integral multiples
thereof, unless otherwise specified in any Supplement, and shall be issued upon
original issuance in an original principal amount equal to the Initial Invested
Amount. The Exchangeable Transferor Certificate, if applicable, shall be issued
as a single certificate. Each Certificate shall be executed by manual or
facsimile signature on behalf of the Transferor by its President or any Vice
President. Certificates bearing the manual or facsimile signature of the
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Transferor or the Trustee shall not be rendered invalid,
notwithstanding that such individual has ceased to be so authorized prior to the
authentication and delivery of such Certificates or does not hold such office at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by or on behalf of the Trustee by the manual signature of a
duly authorized signatory, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication except Bearer Certificates which shall be dated the
applicable Issuance Date as provided in the related Supplement.


                                       58

<PAGE>

                 Section 6.02  Authentication of Certificates. Contemporaneously
with the initial assignment and transfer of the Receivables, whether now
existing or hereafter created (other than Receivables in Additional Accounts)
and the other components to the Trust, the Trustee shall authenticate and
deliver the initial Series of Investor Certificates, upon the written order of
the Transferor, to the underwriters for the sale of the Book-Entry Certificates
evidenced by such Investor Certificates, and against payment to the Transferor
of the Initial Invested Amount (net of any purchase or underwriting discount).
Upon the receipt of such payment and the issuance of the Investor Certificates,
such Investor Certificates shall be fully paid and non-assessable. If the
Transferor elects to have its interest in the Transferor Interest be evidenced
by an Exchangeable Transferor Certificate in certificated form, the Trustee
shall authenticate and deliver the Exchangeable Transferor Certificate to the
Transferor simultaneously with its delivery to the Transferor of the initial
Series of Investor Certificates. Upon an Exchange as provided in Section 6.09
and the satisfaction of certain other conditions specified therein, the Trustee
shall authenticate and deliver the Investor Certificates of additional Series
(with the designation provided in the related Supplement), upon the order of the
Transferor, to the persons designated in such Supplement. Upon the order of the
Transferor, the Certificates of any Series shall be duly authenticated by or on
behalf of the Trustee, in authorized denominations equal to (in the aggregate)
the Initial Invested Amount of such Series of Investor Certificates. If
specified in the related Supplement for any Series, the Trustee shall
authenticate and deliver outside the United States of America the Global
Certificate that is issued upon original issuance thereof, upon the written
order of the Transferor, to the Depository against payment of the purchase price
therefor. If specified in the related Supplement for any Series, the Trustee
shall authenticate Book-Entry Certificates that are issued upon original
issuance thereof, upon the written order of the Transferor, to a Clearing Agency
or its nominee as provided in Section 6.10 against payment of the purchase price
thereof.

                 Section 6.03  Registration of Transfer and Exchange of
Certificates.

                           (a)      The Trustee shall cause to be kept at the
office or agency to be maintained by a transfer agent and registrar (the
"Transfer Agent and Registrar"), in accordance with the provisions of Section
11.16, a register (the "Certificate Register") in which, subject to such
reasonable regulations as it may prescribe, the Transfer Agent and Registrar
shall provide for the registration of the Investor Certificates of each Series
(unless otherwise provided in the related Supplement) and of transfers and
exchanges of the Investor Certificates as herein provided. The Trustee is hereby
initially appointed Transfer Agent and Registrar for the purposes of registering
the Investor Certificates and transfers and exchanges of the Investor
Certificates as herein provided. If any form of Investor Certificate is issued
as a Global Certificate, the Trustee may, or if and so long as any Series of
Investor Certificates are listed on the Luxembourg Stock Exchange and such
exchange shall so require, the Trustee shall appoint a co-transfer agent and
co-registrar in Luxembourg or another European city. Any reference in this
Agreement to the Transfer Agent and Registrar shall include any co-transfer
agent and co-

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registrar unless the context otherwise requires. The Trustee shall be permitted
to resign as Transfer Agent and Registrar upon 30 days' written notice to the
Servicer. In the event that the Trustee shall no longer be the Transfer Agent
and Registrar, the Transferor shall appoint a successor Transfer Agent and
Registrar.

                           Upon surrender for registration of transfer of any
Certificate at any office or agency of the Transfer Agent and Registrar, the
Transferor shall execute, subject to the provisions of subsection 6.03(c), and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of like aggregate Undivided Interests; provided, that the
provisions of this paragraph shall not apply to Bearer Certificates.

                           At the option of an Investor Certificateholder,
Investor Certificates may be exchanged for other Investor Certificates of the
same Series in authorized denominations of like aggregate Undivided Interests,
upon surrender of the Investor Certificates to be exchanged at any such office
or agency. At the option of any Holder of Registered Certificates, Registered
Certificates may be exchanged for other Registered Certificates of the same
Series in authorized denominations of like aggregate Undivided Interests in the
Trust, upon surrender of the Registered Certificates to be exchanged at any
office or agency of the Transfer Agent and Registrar maintained for such
purpose. At the option of a Holder of a Bearer Certificate, subject to
applicable laws and regulations (including without limitation, the Bearer
Rules), Bearer Certificates may be exchanged for other Bearer Certificates or
Registered Certificates of the same Series in authorized denominations of like
aggregate Undivided Interests in the Trust, in the manner specified in the
Supplement for such Series, upon surrender of the Bearer Certificates to be
exchanged at an office or agency of the Transfer Agent and Registrar located
outside the United States of America. Each Bearer Certificate surrendered
pursuant to this Section 6.03 shall have attached thereto (or be accompanied by)
all unmatured Coupons, provided that any Bearer Certificate so surrendered after
the close of business on the Record Date preceding the relevant Distribution
Date after the related Series Termination Date need not have attached the
Coupons relating to such Distribution Date.

                           Whenever any Investor Certificates of any Series are
so surrendered for exchange, the Transferor shall execute, and the Trustee shall
authenticate and (unless the Transfer Agent and Registrar is different from the
Trustee, in which case the Transfer Agent and Registrar shall) deliver, the
Investor Certificates of such Series which the Certificateholder making the
exchange is entitled to receive. Every Investor Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in a form satisfactory to the Trustee and the
Transfer Agent and Registrar duly executed by the Certificateholder thereof or
his attorney-in-fact duly authorized in writing.

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                           The preceding provisions of this Section 6.03
notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case
may be, shall not be required to register the transfer of or exchange any
Investor Certificate of any Series for a period of 15 days preceding the due
date for any payment with respect to the Investor Certificates of such Series.

                           Unless otherwise provided in the related Supplement,
no service charge shall be made for any registration of transfer or exchange of
Certificates, 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 with any transfer or exchange of Certificates.

                           All Investor Certificates (together with any Coupons
attached to Bearer Certificates) surrendered for registration of transfer and
exchange shall be canceled by the Transfer Agent and Registrar and disposed of
in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy
the Global Certificate upon its exchange in full for Definitive Certificates and
shall deliver a certificate of destruction to the Transferor. Such certificate
shall also state that a certificate or certificates of each Foreign Clearing
Agency to the effect referred to in Section 6.13 was received with respect to
each portion of the Global Certificate exchanged for Definitive Certificates.

                           The Transferor shall execute and deliver to the
Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates
and Registered Certificates in such amounts and at such times as are necessary
to enable the Trustee to fulfill its responsibilities under this Agreement and
the Certificates.

                           (b)      Except as provided in Section 6.09 or 7.02
or in any Supplement, in no event shall the Exchangeable Transferor Certificate
or any interest therein or, as the case may be, the uncertificated interest in
the Transferor Interest or any interest therein, be transferred, sold,
exchanged, pledged, participated or otherwise assigned hereunder, in whole or in
part, unless the Transferor shall have consented in writing to such transfer and
unless the Trustee shall have received (x) an Opinion of Counsel that such
transfer (i) does not adversely affect the conclusions reached in any of the
federal income tax opinions dated the applicable Closing Date issued in
connection with the original issuance of any Series of Investor Certificates and
(ii) will not cause the Trust to be deemed to be an association or "publicly
traded partnership" (within the meaning of Section 7704(b) of the Internal
Revenue Code) taxable as a corporation and (y) with respect to any such
transfer, sale, exchange, pledge, participation or assignment to an entity which
is not an Affiliate of the Transferor, confirmation in writing from each Rating
Agency that such transfer will not result in a lowering or withdrawal of its
then-existing rating of any Series of Investor Certificates. The Transferor
shall give each Rating Agency notice of any such transfer, sale, exchange,
pledge, participation or assignment to an Affiliate of the Transferor.

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                           (c)    Unless otherwise provided in the related
Supplement, registration of transfer of Registered Certificates containing a
legend relating to the restrictions on transfer of such Registered Certificates
(which legend shall be set forth in the Supplement relating to such Investor
Certificates) shall be effected only if the conditions set forth in such related
Supplement are satisfied.

                           Whenever a Registered Certificate containing the
legend set forth in the related Supplement is presented to the Transfer Agent
and Registrar for registration of transfer, the Transfer Agent and Registrar
shall promptly seek instructions from the Servicer regarding such transfer. The
Transfer Agent and Registrar and the Trustee shall be entitled to receive
written instructions signed by a Servicing Officer prior to registering any such
transfer or authenticating new Registered Certificates, as the case may be. The
Servicer hereby agrees to indemnify the Transfer Agent and Registrar and the
Trustee and to hold each of them harmless against any loss, liability or expense
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by them in reliance on any such written
instructions furnished pursuant to this subsection 6.03(c).

                           (d)    The Transfer Agent and Registrar will maintain
an office or offices or an agency or agencies where Investor Certificates of
such Series may be surrendered for registration of transfer or exchange.

                  Section 6.04 Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate (together, in the case of Bearer
Certificates, with all unmatured Coupons, if any, appertaining thereto) is
surrendered to the Transfer Agent and Registrar, or the Transfer Agent and
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Transfer Agent and
Registrar and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Trustee
that such Certificate has been acquired by a protected purchaser, the Transferor
shall execute and the Trustee shall authenticate and (unless the Transfer Agent
and Registrar is different from the Trustee, in which case the Transfer Agent
and Registrar shall) deliver (in compliance with applicable law), in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like tenor and aggregate Undivided Interest. In connection
with the issuance of any new Certificate under this Section 6.04, the Trustee or
the Transfer Agent and Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Transfer Agent and Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section 6.04 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

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                  Section 6.05 Persons Deemed Owners. Prior to due presentation
of a Certificate for registration of transfer, the Trustee, the Paying Agent,
the Transfer Agent and Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Article V (as
described in any Supplement) and for all other purposes whatsoever, and none of
the Trustee, the Paying Agent, the Transfer Agent and Registrar or any agent of
any of them shall be affected by any notice to the contrary; provided, however,
that in determining whether the holders of Investor Certificates evidencing the
requisite Undivided Interests have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Investor Certificates owned by
the Transferor, the Servicer or any Affiliate thereof shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Investor Certificates which a
Responsible Officer in the Corporate Trust Office of the Trustee knows to be so
owned shall be so disregarded. Investor Certificates so owned that have been
pledged in good faith shall not be disregarded as outstanding, if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Investor Certificates and that the pledgee is not the
Transferor, the Servicer or an Affiliate thereof.

                           In the case of a Bearer Certificate, the Trustee,
the Paying Agent, the Transfer Agent and Registrar and any agent of any of them
may treat the holder of a Bearer Certificate or Coupon as the owner of such
Bearer Certificate or Coupon for the purpose of receiving distributions pursuant
to Article IV and Article XII and for all other purposes whatsoever, and none of
the Trustee, the Paying Agent, the Transfer Agent and Registrar or any agent of
any of them shall be affected by any notice to the contrary. Certificates so
owned which have been pledged in good faith shall not be disregarded and may be
regarded as outstanding, if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Investor Certificates
and that the pledgee is not the Transferor, the Servicer or an Affiliate
thereof.

                  Section 6.06  Appointment of Paying Agent.

                           (a)      The Paying Agent shall make distributions to
Investor Certificateholders from the appropriate account or accounts maintained
for the benefit of Certificateholders as specified in this Agreement or the
related Supplement for any Series pursuant to Articles IV and V hereof. Any
Paying Agent shall have the revocable power to withdraw funds from such
appropriate account or accounts for the purpose of making distributions referred
to above. The Trustee (or the Servicer if the Trustee is the Paying Agent) may
revoke such power and remove the Paying Agent, if the Trustee (or the Servicer
if the Trustee is the Paying Agent) determines in its sole discretion that the
Paying Agent shall have failed to perform its obligations under this Agreement
in any material respect or for other good cause. The Trustee (or the Servicer if
the Trustee is the Paying Agent) shall notify Moody's of

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the removal of any Paying Agent. The Paying Agent, unless the Supplement with
respect to any Series states otherwise, shall initially be the Trustee. If any
form of Investor Certificate is issued as a Global Certificate, or if and so
long as any Series of Investor Certificates are listed on the Luxembourg Stock
Exchange and the Trustee shall have received written notice that such exchange
shall so require, the Trustee shall appoint a co-paying agent in Luxembourg or
another European city. The Trustee shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Servicer. In the event that the Trustee
shall no longer be the Paying Agent, the Transferor shall appoint a successor to
act as Paying Agent (which shall be a bank or trust company). The provisions of
Sections 11.01, 11.02 and 11.03 shall apply to the Trustee also in its role as
Paying Agent, for so long as the Trustee shall act as Paying Agent. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise. Any costs or expenses incurred by
the Trustee in connection with the appointment of a co-paying agent or successor
paying agent shall be reimbursed by the Servicer.

                           If specified in the related Supplement for any
Series, so long as the Investor Certificates of such Series are outstanding, the
Transferor shall maintain a co-paying agent in New York City (for Registered
Certificates only) or any other city designated in such Supplement which, if and
so long as any Series of Investor Certificates is listed on the Luxembourg Stock
Exchange or other stock exchange and such exchange so requires, shall be in
Luxembourg or the location required by such other stock exchange.

                           (b)      The Trustee shall cause the Paying Agent
(other than itself) to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee that such Paying Agent will hold
all sums, if any, held by it for payment to the Certificateholders in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be
paid to such Certificateholders and shall agree, and if the Trustee is the
Paying Agent it hereby agrees, that it shall comply with all requirements of the
Internal Revenue Code regarding the withholding by the Trustee of payments in
respect of federal income taxes due from Certificate Owners.

                  Section 6.07 Access to List of Certificateholders' Names and
Addresses. The Trustee will furnish or cause to be furnished by the Transfer
Agent and Registrar to the Servicer or the Paying Agent, within five Business
Days after receipt by the Trustee of a request therefor from the Servicer or the
Paying Agent, respectively, in writing, a list in such form as the Servicer or
the Paying Agent may reasonably require, of the names and addresses of the
Investor Certificateholders as of the most recent Record Date for payment of
distributions to Investor Certificateholders. Unless otherwise provided in the
related Supplement, holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 10% of the Invested Amount of the Investor
Certificates of any Series (the "Applicants") may apply in writing to the
Trustee, and if such application states that the Applicants desire to
communicate with other Investor Certificateholders of any Series with respect to
their rights under this Agreement or

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under the Investor Certificates and is accompanied by a copy of the
communication which such Applicants propose to transmit, then the Trustee, after
having been adequately indemnified by such Applicants for its costs and
expenses, shall afford or shall cause the Transfer Agent and Registrar to afford
such Applicants access during normal business hours to the most recent list of
Certificateholders held by the Trustee and shall give the Servicer notice that
such request has been made, within five Business Days after the receipt of such
application. Such list shall be as of a date no more than 45 days prior to the
date of receipt of such Applicants' request. Every Certificateholder, by
receiving and holding a Certificate, agrees with the Trustee that neither the
Trustee, the Transfer Agent and Registrar, nor any of their respective agents
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Certificateholders hereunder, regardless of
the source from which such information was obtained.

                  Section 6.08  Authenticating Agent.

                           (a)      The Trustee may appoint one or more
authenticating agents with respect to the Certificates which shall be authorized
to act on behalf of the Trustee in authenticating the Certificates in connection
with the issuance, delivery, registration of transfer, exchange or repayment of
the Certificates. Whenever reference is made in this Agreement to the
authentication of Certificates by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an authenticating agent and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent must be acceptable to the Transferor.

                           (b)      Any institution succeeding to the corporate
agency business of an authenticating agent shall continue to be an
authenticating agent without the execution or filing of any paper or any further
act on the part of the Trustee or such authenticating agent.

                           (c)      An authenticating agent may at any time
resign by giving written notice of resignation to the Trustee and to the
Transferor. The Trustee may at any time terminate the agency of an
authenticating agent by giving notice of termination to such authenticating
agent and to the Transferor. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time an authenticating agent shall cease
to be acceptable to the Trustee or the Transferor, the Trustee promptly may
appoint a successor authenticating agent. Any successor authenticating agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent. No successor authenticating agent
shall be appointed unless acceptable to the Trustee and the Transferor.

                           (d)      The Trustee agrees to pay each
authenticating agent from time to time reasonable compensation for its services
under this Section 6.08, and the Trustee shall be

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<PAGE>

entitled to be reimbursed and the Servicer shall reimburse the Trustee for such
reasonable payments actually made, subject to the provisions of Section 11.05.

                  (e) The provisions of Sections 11.01, 11.02 and 11.03 shall be
applicable to any authenticating agent.

                  (f) Pursuant to an appointment made under this Section 6.08,
the Certificates may have endorsed thereon, in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication in substantially
the following form:

                  This is one of the certificates described in the Amended and
Restated Pooling and Servicing Agreement.


                                       _________________________________________
                                       as Authenticating Agent
                                           for the Trustee,

                                       By:______________________________________
                                             Authorized Officer

     Section 6.09 Tender of Exchangeable Transferor Certificate.

             a)   Upon any Exchange, the Trustee shall issue to the Holder of
the Exchangeable Transferor Certificate under Section 6.01, for execution and
redelivery to the Trustee for authentication under Section 6.02, one or more new
Series of Investor Certificates. Each Investor Certificate of any such Series of
Investor Certificates shall be substantially in the form specified in the
related Supplement and shall bear, upon its face, the designation for such
Series to which it belongs, as selected by the Transferor. Except as specified
in any Supplement for a related Series, all Investor Certificates of any Series
shall rank pari passu and be equally and ratably entitled as provided herein to
the benefits hereof (except that the Enhancement provided for any Series shall
not be available for any other Series) without preference, priority or
distinction on account of the actual time or times of authentication and
delivery, all in accordance with the terms and provisions of this Agreement and
the related Supplement.

             b)   The Holder of the Exchangeable Transferor Certificate may
permit Investor Certificates of one or more new Series to be issued (each, a
"New Issuance") by notifying the Trustee in writing at least three days in
advance (a "New Issuance Notice") of the date upon which the New Issuance is to
occur (a "New Issuance Date"). Any New Issuance shall state the designation of
any Series (and Class thereof, if applicable) to be issued on the New Issuance
Date and, with respect to such Series: (a) its Initial Invested Amount (or the
method for

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<PAGE>

calculating such Initial Invested Amount), which at any time may not be greater
than the current principal amount of the Exchangeable Transferor Certificate at
such time, (b) its Certificate Rate (or the method for allocating interest
payments or other cash flows to such Series), if any, and (c) the Enhancement
Provider, if any, with respect to such Series. On the New Issuance Date, the
Trustee shall authenticate and deliver the Investor Certificates of any such
Series only upon delivery to it of the following: (a) a Supplement satisfying
the criteria set forth in subsection 6.09(c) executed by the Transferor and
specifying the Principal Terms of such Series, (b) the applicable Enhancement,
if any, (c) the agreement, if any, pursuant to which the Enhancement Provider
agrees to provide any Enhancement, (d) an Opinion of Counsel to the effect that,
unless otherwise specified in the related Supplement, the Investor Certificates
of the newly issued Series will be treated as debt for Federal income tax
purposes and that the issuance of the newly issued Series will not adversely
affect the Federal income tax characterization of the Holder of any outstanding
Series of Investor Certificates or any Certificate Owner, (e) written
confirmation from each Rating Agency that the New Issuance will not result in
such Rating Agency's reducing or withdrawing its rating on any then outstanding
Series as to which it is a Rating Agency and (f) an Officer's Certificate signed
by a Vice President (or any more senior officer) of the Transferor, that on the
New Issuance Date (i) the Transferor, after giving effect to such New Issuance,
would not be required to add Additional Accounts pursuant to subsection 2.06(a)
and (ii) after giving effect to such New Issuance, the Transferor Interest would
be at least equal to the Minimum Transferor Interest. Upon satisfaction of such
conditions, the Trustee shall issue the Investor Certificates of such Series
and, if there is a currently existing Exchangeable Transferor Certificate, upon
presentation of such Exchangeable Transferor Certificate to the Trustee for
cancellation, a new Exchangeable Transferor Certificate, if applicable, dated
the New Issuance Date, as provided above. There is no limit to the number of New
Issuances that may be performed under this Agreement.

             (c) In conjunction with a New Issuance, the parties hereto shall
execute a Supplement, which shall specify the relevant terms with respect to the
Investor Certificates of any newly issued Series, which may include without
limitation: (i) its name or designation, (ii) the Initial Invested Amount or the
method of calculating the Initial Invested Amount, (iii) the Certificate Rate
(or formula for the determination thereof), (iv) the Closing Date, (v) the
rating agency or agencies rating such Series, (vi) the name of the Clearing
Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor
Certificate that have been transferred to the Holders of such Series pursuant to
such New Issuance (including any rights to allocations of Collections of Finance
Charge Receivables and Principal Receivables), (viii) the interest payment date
or dates and the date or dates from which interest shall accrue, (ix) the method
of allocating Collections with respect to Principal Receivables for such Series
and, if applicable, with respect to other Series and the method by which the
principal amount of Investor Certificates of such Series shall amortize or
accrete and the method for allocating Collections with respect to Finance Charge
Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts
to be used by such Series and the terms governing the operation of any such
account, (xi) the Series

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Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the
Series Termination Date, (xiv) the terms of any Enhancement with respect to such
Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate
applicable to such Series, (xvii) the terms on which the Certificates of such
Series may be repurchased or remarketed to other investors, (xviii) any deposit
into any account provided for such Series, (xix) the number of Classes of such
Series, and if more than one Class, the rights and priorities of each such
Class, (xx) whether Interchange or other fees will be included in the funds
available to be paid for such Series, (xxi) the priority of any Series with
respect to any other Series, (xxii) the Minimum Aggregate Principal Receivables,
(xxiii) whether such Series will be part of a Group, and (xxiv) any other
relevant terms of such Series (including whether or not such Series will be
pledged as collateral for an issuance of any other securities, including
commercial paper) (all such terms, the "Principal Terms" of such Series). The
terms of such Supplement may modify or amend the terms of this Agreement solely
as applied to such new Series. If on the date of the issuance of such series
there is issued and outstanding one or more Series of Investor Certificates and
no Series of Investor Certificates is currently rated by a Rating Agency, then
as a condition to such New Issuance a nationally recognized investment banking
firm or commercial bank shall also deliver to the Trustee an officer's
certificate stating, in substance, that the Exchange will not have an adverse
effect on the timing or distribution of payments to the Investor Certificates of
such other Series then issued and outstanding.

         Section 6.10 Book-Entry Certificates. Unless otherwise provided in any
related Supplement, the Investor Certificates, upon original issuance, shall be
issued in the form of typewritten Certificates representing the Book-Entry
Certificates, to be delivered to the depository specified in such Supplement
(the "Depository") which shall be the Clearing Agency or Foreign Clearing
Agency, by or on behalf of such Series. The Investor Certificates of each Series
shall, unless otherwise provided in the related Supplement, initially be
registered on the Certificate Register in the name of the nominee of the
Clearing Agency or Foreign Clearing Agency. No Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
related Series of Investor Certificates, except as provided in Section 6.12.
Unless and until definitive, fully registered Investor Certificates of any
Series ("Definitive Certificates") have been issued to Certificate Owners
pursuant to Section 6.12:

                      (i)  the provisions of this Section 6.10 shall be in full
         force and effect with respect to each such Series;

                      (ii) the Transferor, the Servicer, the Paying Agent, the
         Transfer Agent and Registrar and the Trustee may deal with the Clearing
         Agency and the Clearing Agency Participants for all purposes (including
         the making of distributions on the Investor Certificates of each such
         Series) as the authorized representatives of the Certificate Owners;

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                      (iii) to the extent that the provisions of this Section
         6.10 conflict with any other provisions of this Agreement, the
         provisions of this Section 6.10 shall control with respect to each such
         Series; and

                      (iv)  the rights of Certificate Owners of each such Series
         shall be exercised only through the Clearing Agency or Foreign Clearing
         Agency and the applicable Clearing Agency Participants and shall be
         limited to those established by law and agreements between such
         Certificate Owners and the Clearing Agency or Foreign Clearing Agency
         and/or the Clearing Agency Participants. Pursuant to the Depository
         Agreement applicable to a Series, unless and until Definitive
         Certificates of such Series are issued pursuant to Section 6.12, the
         initial Clearing Agency will make book-entry transfers among the
         Clearing Agency Participants and receive and transmit distributions of
         principal and interest on the Investor Certificates to such Clearing
         Agency Participants.

         Section 6.11 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 6.12, the Trustee shall give all such notices and
communications specified herein to be given to Holders of the Investor
Certificates to the Clearing Agency or Foreign Clearing Agency for distribution
to Holders of Investor Certificates.

         Section 6.12 Definitive Certificates. If (i) (A) the Transferor advises
the Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no
longer willing or able to discharge properly its responsibilities under the
applicable Depository Agreement, and (B) the Transferor is unable to locate a
qualified successor, (ii) the Transferor, at its option, advises the Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency or Foreign Clearing Agency with respect to any Series of Certificates or
(iii) after the occurrence of a Servicer Default, Certificate Owners of a Series
representing beneficial interests aggregating not less than 50% of the Invested
Amount of such Series advise the Trustee and the applicable Clearing Agency or
Foreign Clearing Agency through the applicable Clearing Agency Participants in
writing that the continuation of a book-entry system through the applicable
Clearing Agency or Foreign Clearing Agency is no longer in the best interests of
the Certificate Owners, the Trustee shall notify all Certificate Owners of such
Series, through the applicable Clearing Agency Participants, of the occurrence
of any such event and of the availability of Definitive Certificates to
Certificate Owners of such Series requesting the same. Upon surrender to the
Trustee of the Investor Certificates of such Series by the applicable Clearing
Agency or Foreign Clearing Agency, accompanied by registration instructions from
the applicable Clearing Agency or Foreign Clearing Agency for registration, the
Trustee shall issue the Definitive Certificates of such Series. Neither the
Transferor nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates of such Series
all references

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<PAGE>

herein to obligations imposed upon or to be performed by the applicable Clearing
Agency or Foreign Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of the
Definitive Certificates of such Series as Certificateholders of such Series
hereunder.

         Section 6.13 Global Certificate; Euro-Certificate Exchange Date. If
specified in the related Supplement for any Series, the Investor Certificates
may be initially issued in the form of a single temporary Global Certificate
(the "Global Certificate") in bearer form, without interest coupons, in the
denomination of the Initial Invested Amount and substantially in the form
attached to the related Supplement. Unless otherwise specified in the related
Supplement, the provisions of this Section 6.13 shall apply to such Global
Certificate. The Global Certificate will be authenticated by the Trustee upon
the same conditions, in substantially the same manner and with the same effect
as the Definitive Certificates. The Global Certificate may be exchanged in the
manner described in the related Supplement for Registered or Bearer Certificates
in definitive form.

         Section 6.14 Meetings of Certificateholders. To the extent provided by
the Supplement for any Series issued in whole or in part in Bearer Certificates,
the Servicer or the Trustee may at any time call a meeting of the
Certificateholders of such Series, to be held at such time and at such place as
the Servicer or the Trustee, as the case may be, shall determine, for the
purpose of approving a modification of or amendment to, or obtaining a waiver
of, any covenant or condition set forth in this Agreement with respect to such
Series or in the Certificates of such Series, subject to Section 13.01 of this
Agreement.

                               [End of Article VI]

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                                   ARTICLE VII

                    OTHER MATTERS RELATING TO THE TRANSFEROR

         Section 7.01 Liability of the Transferor. The Transferor shall be
liable in accordance herewith to the extent of the obligations specifically
undertaken by the Transferor.

         Section 7.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Transferor.

                 (a)  The Transferor shall not consolidate with or merge into
any other entity or convey or transfer its properties and assets substantially
(except pursuant to the transactions contemplated herein with respect to the
Receivables) as an entirety to any Person, unless:

                      (i)  the entity formed by such consolidation or into which
         the Transferor is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Transferor substantially as
         an entirety shall be, if the Transferor is not the surviving entity,
         organized and existing under the laws of the United States of America
         or any state or the District of Columbia, and shall be a national
         banking association, state banking corporation or other entity which is
         not subject to the bankruptcy laws of the United States of America, or
         a special purpose entity whose powers and activities are limited and,
         if such Transferor is not the surviving entity, shall expressly assume,
         by an agreement supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, the performance of every
         covenant and obligation of the Transferor, as applicable hereunder and
         shall benefit from all the rights granted to the Transferor, as
         applicable hereunder. To the extent that any right, covenant or
         obligation of the Transferor, as applicable hereunder, is inapplicable
         to the successor entity, such successor entity shall be subject to such
         covenant or obligation, or benefit from such right, as would apply, to
         the extent practicable, to such successor entity. In furtherance
         hereof, in applying this Section 7.02 to a successor entity, Section
         9.02 hereof shall be applied by reference to events of bankruptcy,
         liquidation, receivership or conservatorship applicable to such
         successor entity as shall be set forth in the Officer's Certificate
         described in subsection 7.02(a)(ii);

                      (ii) the Transferor shall have delivered to the Trustee an
         Officer's Certificate signed by a Vice President (or any more senior
         officer) of the Transferor stating that such consolidation, merger,
         conveyance or transfer and such supplemental agreement comply with this
         Section 7.02 and that all conditions precedent herein provided for
         relating to such transaction have been complied with and an Opinion of
         Counsel that such supplemental agreement is legal, valid and binding;
         and

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                      (iii) the Transferor shall have delivered notice to the
         Rating Agency of such consolidation, merger, conveyance or transfer.

                 (b)  The obligations of the Transferor hereunder shall not be
assignable nor shall any Person succeed to the obligations of the Transferor
hereunder except for mergers, consolidations, assumptions or transfers in
accordance with the provisions of the foregoing paragraph.

         Section 7.03 Limitation on Liability. The officers, employees or agents
of the Transferor shall not be under any liability to the Trust, the Trustee,
the Certificateholders, any Enhancement Provider or any other Person hereunder
or pursuant to any document delivered hereunder, it being expressly understood
that all such liability is expressly waived and released as a condition of, and
as consideration for, the execution of this Agreement and any Supplement and the
issuance of the Certificates; provided, however, that this provision shall not
protect the officers, employees, or agents of the Transferor against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Transferor shall not be under
any liability to the Trust, the Trustee, the Certificateholders, any Enhancement
Provider or any other Person for any action taken or for refraining from the
taking of any action in its capacity as Transferor pursuant to this Agreement or
any Supplement whether arising from express or implied duties under this
Agreement or any Supplement; provided, however, that this provision shall not
protect the Transferor against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder. The Transferor and any officer, employee or agent may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder.

         Section 7.04 Liabilities. By entering into this Agreement, the
Transferor agrees to be liable, directly to the injured party, for the entire
amount of any losses, claims, damages or liabilities (other than those incurred
by an Investor Certificateholder as a result of defaults in payment of the
Receivables) arising out of or based on the arrangement created by this
Agreement and the actions of the Servicer taken pursuant hereto as though this
Agreement created a partnership under the New York Uniform Partnership Act in
which the Transferor is a partner. The Transferor agrees to pay, indemnify and
hold harmless each Investor Certificateholder against and from any and all such
losses, claims, damages and liabilities except to the extent that they arise
from any action by such Investor Certificateholder. In the event of a service
transfer, the Successor Servicer will indemnify and hold harmless the Transferor
against and from any losses, claims, damages and liabilities of the Transferor
as described in this Section arising from the actions or omissions of such
Successor Servicer.

                              [End of Article VII]

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                                  ARTICLE VIII

                             OTHER MATTERS RELATING
                                 TO THE SERVICER

     Section 8.01 Liability of the Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer in such capacity herein.

     Section 8.02 Merger or Consolidation of, or Assumption of the Obligations
of, the Servicer. The Servicer shall not consolidate with or merge into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

                  (i)   the corporation formed by such consolidation or into
     which the Servicer is merged or the Person which acquires by conveyance or
     transfer the properties and assets of the Servicer substantially as an
     entirety shall be a corporation organized and existing under the laws of
     the United States of America or any state or the District of Columbia, and
     shall be a state or national banking association or other entity which is
     not subject to the bankruptcy laws of the United States of America or shall
     be a special purpose entity whose powers and activities are limited and, if
     the Servicer is not the surviving entity, shall expressly assume, by an
     agreement supplemental hereto, executed and delivered to the Trustee in
     form satisfactory to the Trustee, the performance of every covenant and
     obligation of the Servicer hereunder (to the extent that any right,
     covenant or obligation of the Servicer, as applicable hereunder, is
     inapplicable to the successor entity, such successor entity shall be
     subject to such covenant or obligation, or benefit from such right, as
     would apply, to the extent practicable, to such successor entity);

                  (ii)  the Servicer shall have delivered to the Trustee an
     Officer's Certificate that such consolidation, merger, conveyance or
     transfer and such supplemental agreement comply with this Section 8.02 and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with and an Opinion of Counsel that such
     supplemental agreement is legal, valid and binding with respect to the
     Servicer; and

                  (iii) the Servicer shall have delivered notice to the Rating
     Agency of such consolidation, merger, conveyance or transfer.

     Section 8.03 Limitation on Liability of the Servicer and Others. The
directors, officers, employees or agents of the Servicer shall not be under any
liability to the Trust, the Trustee, the Certificateholders, any Enhancement
Provider or any other Person hereunder or pursuant to any document delivered
hereunder, it being expressly understood that all such liability is expressly

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waived and released as a condition of, and as consideration for, the execution
of this Agreement and any Supplement and the issuance of the Certificates;
provided, however, that this provision shall not protect the directors,
officers, employees and agents of the Servicer against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. Except as provided in Section 8.04 with
respect to the Trust and the Trustee, its officers, directors, employees and
agents, the Servicer shall not be under any liability to the Trust, the Trustee,
its officers, directors, employees and agents, the Certificateholders or any
other Person for any action taken or for refraining from the taking of any
action in its capacity as Servicer pursuant to this Agreement or any Supplement;
provided, however, that this provision shall not protect the Servicer against
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties or by reason of its
reckless disregard of its obligations and duties hereunder or under any
Supplement. The Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to
service the Receivables in accordance with this Agreement which in its
reasonable opinion may involve it in any expense or liability.

     Section 8.04 Servicer Indemnification of the Trust and the Trustee. The
Servicer shall indemnify and hold harmless the Trust, the Investor
Certificateholders and the Trustee, its officers, directors, employees and
agents, from and against any reasonable loss, liability, expense, damage or
injury suffered or sustained by reason of any acts or omissions or alleged acts
or omissions of the Servicer with respect to activities of the Trust or the
Trustee pursuant to this Agreement or any Supplement, or by reason of the
acceptance of this Trust by the Trustee, the issuance by the Trust of the
Certificates, any Servicer Default, any termination of the rights and
obligations of the Servicer including, but not limited to, any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim; provided, however, that the Servicer shall not indemnify the Trustee or
the Investor Certificateholders if such acts, omissions or alleged acts or
omissions constitute or are caused by fraud, negligence, or willful misconduct
by the Trustee; provided further, that the Servicer shall not indemnify the
Trust, the Investor Certificateholders or the Certificate Owners for any
liabilities, costs or expenses of the Trust with respect to any action taken by
the Trustee at the request of the Investor Certificateholders; provided further,
that the Servicer shall not indemnify the Trust, the Investor Certificateholders
or the Certificate Owners as to any losses, claims or damages incurred by any of
them in their capacities as investors, including without limitation losses
incurred as a result of Defaulted Accounts or Receivables which are written off
as uncollectible; and provided further, that the Servicer shall not indemnify
the Trust, the Investor Certificateholders or the Certificate Owners for any
liabilities, costs or expenses of the Trust, the Investor Certificateholders or
the Certificate Owners arising under any tax law, including without limitation,
any federal, state, local or

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foreign income or franchise taxes or any other tax imposed on or measured by
income (or any interest or penalties with respect thereto or arising from a
failure to comply therewith) required to be paid by the Trust, the Investor
Certificateholders or the Certificate Owners in connection herewith to any
taxing authority. Any such indemnification shall not be payable from the assets
of the Trust. The provisions of this indemnity shall run directly to and be
enforceable by an injured party subject to the limitations hereof and shall
survive the resignation or removal of the Servicer, the resignation or removal
of the Trustee and/or the termination of the Trust.

     Section 8.05 The Servicer Not to Resign. The Servicer shall not resign from
the obligations and duties hereby imposed on it except upon determination that
(i) the performance of its duties hereunder is no longer permissible under
applicable law and (ii) there is no reasonable action which the Servicer could
take to make the performance of its duties hereunder permissible under
applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced as to clause (i) above by an Opinion of Counsel to
such effect delivered to the Trustee. No such resignation shall become effective
until the Trustee or a Successor Servicer shall have assumed the
responsibilities and obligations of the Servicer in accordance with Section
10.02 hereof. If the Trustee is unable within 120 days of the date of such
determination to appoint a Successor Servicer, the Trustee shall serve as
Successor Servicer hereunder (but shall have continued authority to appoint
another Person as Successor Servicer).

     Section 8.06 Access to Certain Documentation and Information Regarding the
Receivables. The Servicer shall provide to the Trustee access to the
documentation regarding the Accounts and the Receivables in such cases where the
Trustee is required in connection with the enforcement of the rights of the
Investor Certificateholders, or by applicable statutes or regulations, to review
such documentation, such access being afforded without charge but only (i) upon
reasonable request, (ii) during normal business hours, (iii) subject to the
Servicer's normal security and confidentiality procedures and (iv) at offices
designated by the Servicer. Nothing in this Section 8.06 shall derogate from the
obligation of the Transferor, the Trustee or the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors and
the failure of the Servicer to provide access as provided in this Section 8.06
as a result of such obligations shall not constitute a breach of this Section
8.06.

     Section 8.07 Delegation of Duties. It is understood and agreed by the
parties hereto that the Servicer may delegate certain of its duties hereunder to
First Data Resources, Inc., a Delaware corporation. In the ordinary course of
business, the Servicer may at any time delegate any duties hereunder to any
Person who agrees to conduct such duties in accordance with the Credit Card
Guidelines. Any such delegations shall not relieve the Servicer of its liability
and responsibility with respect to such duties, and shall not constitute a
resignation within the meaning of Section 8.05 hereof. If any such delegation is
to a party other than First Data Resources, Inc., notification thereof shall be
given to each Rating Agency.

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     Section 8.08 Examination of Records. The Servicer shall clearly and
unambiguously identify each Account (including any Additional Account designated
pursuant to Section 2.06) in its computer or other records to reflect that the
Receivables arising in such Account have been conveyed to the Trust pursuant to
this Agreement. The Servicer shall, prior to the sale or transfer to a third
party of any receivable held in its custody, examine its computer and other
records to determine that such receivable is not a Receivable.

                              [End of Article VIII]

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                                   ARTICLE IX

                                 PAY OUT EVENTS

     Section 9.01 Pay Out Events. If any one of the following events (each, a
"Trust Pay Out Event") shall occur:

               (a) The Transferor shall consent to the appointment of a
bankruptcy trustee or conservator or receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to all or substantially all of its property,
or a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a bankruptcy trustee or
conservator or receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Transferor; or the Transferor shall admit in writing
its inability to pay its debts generally as they become due, file a petition
under any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment of
its obligations; or the Transferor shall become unable for any reason to
transfer Receivables to the Trust in accordance with the provisions of this
Agreement; or

               (b) The Trust shall become subject to regulation by the
Securities and Exchange Commission as an "investment company" within the meaning
of the Investment Company Act;

then a Pay Out Event with respect to all Series of Certificates shall occur
without any notice or other action on the part of the Trustee or the Investor
Certificateholders immediately upon the occurrence of such event.

     Section 9.02 Additional Rights Upon the Occurrence of Certain Events.

               (a) If the Transferor shall consent to the appointment of a
conservator or receiver or liquidator for the winding-up or liquidation of its
affairs, or a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator for the winding-up or liquidation of its affairs shall
have been entered against the Transferor (an "Insolvency Event"), the Transferor
shall on the day of such Insolvency Event (the "Appointment Day") immediately
cease to transfer Principal Receivables to the Transferor and shall promptly
give notice to the Trustee of such Insolvency Event. 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

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Article IV. For so long as any Series issued prior to the Amendment Closing Date
remains outstanding, 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 of or otherwise liquidate
the Receivables in a commercially reasonable manner and (ii) send written notice
to the Investor Certificateholders describing the provisions of this Section
9.02 and requesting instructions from such Holders, which notice shall request
each Investor Certificateholder to advise the Trustee in writing that it elects
one of the following options: (A) the Investor Certificateholder wishes the
Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate
the Receivables, or (B) the Investor Certificateholder wishes the Trustee to
instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables
and to instruct the Servicer to reconstitute the Trust upon the same terms and
conditions set forth herein, or (C) the Investor Certificateholder refuses to
advise the Trustee as to the specific action the Trustee shall instruct the
Servicer to take. If after 60 days from the day notice pursuant to clause (i)
above is first published (the "Publication Date"), the Trustee shall not have
received written instructions of Holders of Investor Certificates representing
Undivided Interests aggregating in excess of 50% of the related Invested Amount
of each Series (or in the case of a series having more than one class of
investor certificates, each class of such series) to the effect that the Trustee
shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the
Receivables and to instruct the Servicer to reconstitute the Trust upon the same
terms and conditions as set forth herein, the Trustee shall instruct the
Servicer to proceed to sell, dispose of, or otherwise liquidate the Receivables
in a commercially reasonable manner and on commercially reasonable terms, which
shall include the solicitation of competitive bids and the Servicer shall
proceed to consummate the sale, liquidation or disposition of the Receivables as
provided above with the highest bidder for the Receivables. If, however, with
respect to the portion of the Receivables allocable to any outstanding Series,
the Holders of more than 50% of the principal amount of each class of such
Series instruct the Trustee not to sell the portion of the Receivables allocable
to such Series, the Trust shall continue with respect to such Series pursuant to
the terms of the Agreement and the related Supplement. 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 portion of the
Receivables allocable to any Series shall be equal to the sum of (1) the product
of (A) the Transferor Percentage, (B) the aggregate outstanding Principal
Receivables and (C) a fraction, the numerator of which is the related Investor
Percentage of Collections of Finance Charge Receivables and the denominator of
which is the sum of all Investor Percentages with respect to Collections of
Finance Charge Receivables for all Series outstanding and (2) the Invested
Amount of such Series. The Trustee may obtain a prior determination from any
such bankruptcy trustee, conservator, receiver or liquidator that the terms and
manner of any proposed sale, disposition or liquidation are commercially
reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be
mutually exclusive.

               (b) The proceeds from the sale, disposition or liquidation of the
Receivables pursuant to subsection 9.02(a) above shall be treated as Collections
on the Receivables and shall

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be allocated and deposited in accordance with the provisions of Article IV;
provided, however that the proceeds from any such sale, disposition or
liquidation of Receivables with respect to a Series but not all of the
outstanding Series shall be applied solely to make payments to such Series;
provided further, that the Trustee shall determine conclusively in its sole
discretion the amount of such proceeds which are allocable to Finance Charge
Receivables and the amount of such proceeds which are allocable to Principal
Receivables. Unless the Trustee receives written instructions from Investor
Certificateholders of one or more Series to continue the Trust with respect to
such Series as provided in subsection 9.02(a) above, on the day following the
last Distribution Date in the Monthly Period during which such proceeds are
distributed to the Investor Certificateholders of each Series, the Trust shall
terminate.

               (c) The Trustee may appoint an agent or agents to assist with its
responsibilities pursuant to this Article IX with respect to competitive bids.

               (d) The foregoing subsections 9.02(a), (b) and (c) shall no
longer apply on and after the day following the Distribution Date on which the
Aggregate Invested Amount plus interest accrued at the applicable Certificate
Rate through the day prior to such Distribution Date has been paid in full with
respect to the last remaining Series that was outstanding prior to the Amendment
Closing Date.

                               [End of Article IX]

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<PAGE>

                                    ARTICLE X

                                SERVICER DEFAULTS

     Section 10.01 Servicer Defaults. If any one of the following events (a
"Servicer Default") shall occur and be continuing:

               (a) any failure by the Servicer to make any payment, transfer or
deposit or to give instructions or notice to the Trustee pursuant to Article IV
or to instruct the Trustee to make any required drawing, withdrawal, or payment
under any Enhancement on or before the date occurring five Business Days after
the date such payment, transfer, deposit, withdrawal or drawing or such
instruction or notice is required to be made or given, as the case may be, under
the terms of this Agreement;

               (b) failure on the part of the Servicer duly to observe or
perform in any respect any other covenants or agreements of the Servicer set
forth in this Agreement, which has a material adverse effect on the Investor
Certificateholders of any Series and which 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 Servicer by the Trustee, or to
the Servicer and the Trustee by the Holders of Investor Certificates evidencing
Undivided Interests aggregating not less than 50% of the Invested Amount of any
Series adversely affected thereby and continues to materially adversely affect
such Investor Certificateholders for such period; or the Servicer shall delegate
its duties under this Agreement, except as permitted by Section 8.07;

               (c) any representation, warranty or certification made by the
Servicer in this Agreement or in any certificate delivered pursuant to this
Agreement shall prove to have been incorrect when made, which has a material
adverse effect on the Investor Certificateholders of any Series and 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 Servicer by the Trustee, or to the
Servicer and the Trustee by the Holders of Investor Certificates evidencing
Undivided Interests aggregating not less than 50% of the Invested Amount of any
Series adversely affected thereby and continues to materially adversely affect
such Investor Certificateholders for such period; or

               (d) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Servicer or of or relating to all or substantially all of its property, or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Servicer, and such decree or order
shall have remained in force undischarged or unstayed for a period of 60 days;
or

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the Servicer shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make any assignment for the benefit of its creditors
or voluntarily suspend payment of its obligations;

then, so long as such Servicer Default shall not have been remedied, either the
Trustee, or the Holders of Investor Certificates evidencing Undivided Interests
aggregating more than 50% of the Aggregate Invested Amount, by notice then given
in writing to the Servicer (and to the Trustee if given by the Investor
Certificateholders) (a "Termination Notice"), may terminate all of the rights
and obligations of the Servicer as Servicer under this Agreement. After receipt
by the Servicer of such Termination Notice, and on the date that a Successor
Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all
authority and power of the Servicer under this Agreement shall pass to and be
vested in a Successor Servicer; and, without limitation, the Trustee is hereby
authorized and empowered (upon the failure of the Servicer to cooperate) to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, all documents and other instruments upon the failure of the Servicer
to execute or deliver such documents or instruments, and to do and accomplish
all other acts or things necessary or appropriate to effect the purposes of such
transfer of servicing rights and obligations. The Servicer agrees to cooperate
with the Trustee and such Successor Servicer in effecting the termination of the
responsibilities and rights of the Servicer to conduct servicing hereunder
including, without limitation, the transfer to such Successor Servicer of all
authority of the Servicer to service the Receivables provided for under this
Agreement, including, without limitation, all authority over all Collections
which shall on the date of transfer be held by the Servicer for deposit, or
which have been deposited by the Servicer, in the Collection Account, the
Finance Charge Account or the Principal Account, and any Series Account, or
which shall thereafter be received with respect to the Receivables, and in
assisting the Successor Servicer and in enforcing all rights to Insurance
Proceeds and Interchange (if any) applicable to the Trust. The Servicer shall
promptly transfer its electronic records or electronic copies thereof relating
to the Receivables to the Successor Servicer in such electronic form as the
Successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all other records, correspondence and documents necessary for
the continued servicing of the Receivables in the manner and at such times as
the Successor Servicer shall reasonably request. To the extent that compliance
with this Section 10.01 shall require the Servicer to disclose to the Successor
Servicer information of any kind which the Servicer reasonably deems to be
confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interests. The Servicer shall, on the date of any
servicing transfer, transfer all of its rights and obligations under the
Enhancement with respect to any Series to the Successor Servicer.

     Notwithstanding the foregoing, a delay in or failure of performance
referred to in subsection 10.01(a) for a period of 10 Business Days or under
subsection 10.01(b) or (c) for a period of 60 Business Days, shall not
constitute a Servicer Default if such delay or failure could not be prevented by
the exercise of reasonable diligence by the Servicer and such delay or failure

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was caused by an act of God or the public enemy, acts of declared or undeclared
war, public disorder, rebellion, riot or sabotage, epidemics, landslides,
lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or
meltdowns, floods, power outages or similar causes. The preceding sentence shall
not relieve the Servicer from using its best efforts to perform its obligations
in a timely manner in accordance with the terms of this Agreement and the
Servicer shall provide the Trustee, any Enhancement Provider, the Transferor and
the Holders of Investor Certificates with an Officer's Certificate giving prompt
notice of such failure or delay by it, together with a description of the cause
of such failure or delay and its efforts so to perform its obligations.

     Section 10.02 Trustee to Act; Appointment of Successor.

               (a) On and after the receipt by the Servicer of a Termination
Notice pursuant to Section 10.01, 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 it 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 notify each Enhancement Provider of
the proposed sale of the Receivables and shall provide each such Enhancement
Provider an opportunity to bid on the Receivables. 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 distribution to the Investor Certificateholders of each
Outstanding Series pursuant to Section 12.03 of this 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
(but shall have continued authority to appoint another Person as Successor
Servicer). Notwithstanding the above, the Trustee shall, if it is legally unable
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(R) or MasterCard(R) credit card
receivables as the Successor Servicer hereunder.

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               (b) Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to servicing functions
under this Agreement and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof, and all references in this Agreement to the Servicer shall be
deemed to refer to the Successor Servicer. Any Successor Servicer, by its
acceptance of its appointment, will automatically agree to be bound by the terms
and provisions of each Enhancement.

               (c) In connection with such appointment and assumption, the
Trustee shall be entitled to such compensation, or may make such arrangements
for the compensation of the Successor Servicer out of Collections, as it and
such Successor Servicer shall agree; provided, however, that no such
compensation shall be in excess of the Monthly Servicing Fee permitted to the
Servicer pursuant to Section 3.02. The Transferor agrees that if the Servicer is
terminated hereunder, it will agree to deposit a portion of the Collections in
respect of Finance Charge Receivables that it is entitled to receive pursuant to
Article IV to pay its share of the compensation of the Successor Servicer.

               (d) All authority and power granted to the Successor Servicer
under this Agreement shall automatically cease and terminate upon termination of
the Trust pursuant to Section 12.01 and shall pass to and be vested in the
Transferor or its designee and, without limitation, the Transferor is hereby
authorized and empowered to execute and deliver, on behalf of the Successor
Servicer, as attorney-in-fact or otherwise, all documents and other instruments,
and to do and accomplish all other acts or things necessary or appropriate to
effect the purposes of such transfer of servicing rights. The Successor Servicer
agrees to cooperate with the Transferor (or its designee) in effecting the
termination of the responsibilities and rights of the Successor Servicer to
conduct servicing on the Receivables. The Successor Servicer shall transfer its
electronic records relating to the Receivables to the Transferor (or its
designee) in such electronic form as the Transferor (or such designee) may
reasonably request and shall transfer all other records, correspondence and
documents to the Transferor (or its designee) in the manner and at such times as
the Transferor (or such designee) shall reasonably request. To the extent that
compliance with this Section 10.02 shall require the Successor Servicer to
disclose to the Transferor (or its designee) information of any kind which the
Successor Servicer deems to be confidential, the Transferor (or such designee)
shall be required to enter into such customary licensing and confidentiality
agreements as the Successor Servicer shall deem necessary to protect its
interests.

     Section 10.03 Notification to Certificateholders. Within two Business Days
after the Servicer becomes aware of any Servicer Default, the Servicer shall
give prompt written notice thereof to the Trustee and any Enhancement Provider
and the Trustee shall give notice to the Investor Certificateholders at their
respective addresses appearing in the Certificate Register. Upon any termination
or appointment of a Successor Servicer pursuant to this Article X, the

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Trustee shall give prompt written notice thereof to Investor Certificateholders
at their respective addresses appearing in the Certificate Register.

     Section 10.04 Waiver of Past Defaults. The Holders of Investor Certificates
evidencing Undivided Interests aggregating more than 66 2/3% of the Invested
Amount of each Series adversely affected by any default by the Servicer or
Transferor may, on behalf of all Certificateholders of such Series, waive any
default by the Servicer or Transferor in the performance of its obligations
hereunder and its consequences, except a default in the failure to make any
required deposits or payments of interest or principal relating to such Series
pursuant to Article IV which default does not result from the failure of the
Paying Agent to perform its obligations to make any required deposits or
payments of interest and principal in accordance with Article IV. Upon any such
waiver of a past default, such default shall cease to exist, and any default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon except to the extent expressly so waived.

                               [End of Article X]

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                                   ARTICLE XI

                                   THE TRUSTEE

     Section 11.01 Duties of Trustee.

               (a) The Trustee, prior to the occurrence of any Servicer Default
and after the curing of all Servicer Defaults which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Responsible Officer has received written notice
that a Servicer Default has occurred (and such Servicer Default has not been
cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs; provided, however, that if the Trustee
shall assume the duties of the Servicer pursuant to Section 8.05 or 10.02, the
Trustee in performing such duties shall use the degree of skill and attention
customarily exercised by a Servicer with respect to comparable receivables that
it services for itself or others.

               (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
substantially conform to the requirements of this Agreement.

               (c) Subject to subsection 11.01(a), no provision of this
Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own misconduct;
provided, however, that:

                   (i)   the Trustee shall not be personally liable for an error
               of judgment made in good faith by a Responsible Officer or
               Responsible Officers of the Trustee, unless it shall be proved
               that the Trustee was negligent in ascertaining the pertinent
               facts;

                   (ii)  the Trustee shall not be personally liable with respect
               to any action taken, suffered or omitted to be taken by it in
               good faith in accordance with the direction of the Holders of
               Investor Certificates evidencing Undivided Interests aggregating
               more than 50% of the Invested Amount of any Series relating to
               the time, method and place of conducting any proceeding for any
               remedy available to the Trustee with respect to such Series, or
               exercising any trust or power conferred upon the Trustee with
               respect to such Series, under this Agreement; and

                   (iii) the Trustee shall not be charged with knowledge of any
               failure by the Servicer referred to in clauses (a) and (b) of
               Section 10.01 or of any breach by the

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               Servicer contemplated by clause (c) of Section 10.01 or any Pay
               Out Event unless a Responsible Officer of the Trustee obtains
               actual knowledge of such failure, breach or Pay Out Event or the
               Trustee receives written notice of such failure, breach or Pay
               Out Event from the Servicer or any Holders of Investor
               Certificates evidencing Undivided Interests aggregating not less
               than 10% of the Invested Amount of any Series adversely affected
               thereby.

               (d) The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Servicer under this Agreement except during such time,
if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
this Agreement.

               (e) Except for actions expressly authorized by this Agreement,
the Trustee shall take no action reasonably likely to impair the interests of
the Trust in any Receivable now existing or hereafter created or to impair the
value of any Receivable now existing or hereafter created.

               (f) Except as provided in this subsection 11.01(f), the Trustee
shall have no power to vary the corpus of the Trust including, without
limitation, the power to (i) accept any substitute obligation for a Receivable
initially assigned to the Trust under Section 2.01 or 2.06 hereof, (ii) add any
other investment, obligation or security to the Trust, except for an addition
permitted under Section 2.06 or (iii) withdraw from the Trust any Receivables,
except for a withdrawal permitted under Sections 2.07, 9.02, 10.02, 12.01 or
12.02 or subsections 2.04(d), 2.04(e) or Article IV.

               (g) In the event that the Paying Agent or the Transfer Agent and
Registrar shall fail to perform any obligation, duty or agreement in the manner
or on the day required to be performed by the Paying Agent or the Transfer Agent
and Registrar, as the case may be, under this Agreement, the Trustee shall be
obligated promptly upon its knowledge thereof by a Responsible Officer of the
Trustee to perform such obligation, duty or agreement in the manner so required.

               (h) If the Transferor has agreed to transfer any of its credit
card receivables (other than the Receivables) to another Person, upon the
written request of the Transferor, the Trustee will enter into such
intercreditor agreements with the transferee of such receivables as are
customary and necessary to identify separately the rights, if any, of the Trust
and such other

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Person in the Transferor's credit card receivables; provided, that the Trust
shall not be required to enter into any intercreditor agreement which could
adversely affect the interests of the Certificateholders or the Trustee and,
upon the request of the Trustee, the Transferor will deliver an Opinion of
Counsel on any matters relating to such intercreditor agreement, reasonably
requested by the Trustee.

      Section 11.02   Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 11.01:

          (a) the Trustee may rely on and shall be protected in acting on, or in
refraining from acting in accord with, any assignment of Receivables in
Additional Accounts, the initial report, the monthly Servicer's certificate, the
annual Servicer's certificate, the monthly payment instructions and notification
to the Trustee, the monthly Certificateholders' statement, any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented to it pursuant to this Agreement by the proper
party or parties;

          (b) the Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;

          (c) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement or any Enhancement, or to
institute, conduct or defend any litigation hereunder or in relation hereto, at
the request, order or direction of any of the Certificateholders or any
Enhancement Provider, pursuant to the provisions of this Agreement, unless such
Certificateholders or Enhancement Provider shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligations, upon the occurrence of any
Servicer Default (which has not been cured or waived), to exercise such of the
rights and powers vested in it by this Agreement and any Enhancement, and to use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs;

          (d) the Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;

          (e) the Trustee shall not be bound to make any investigation into the
facts of matters stated in any assignment of Receivables in Additional Accounts,
the initial report, the monthly Servicer's certificate, the annual Servicer's
certificate, the monthly payment instructions

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and notification to the Trustee, the monthly Certificateholders' statement, any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Investor Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of any
Series which could be adversely affected if the Trustee does not perform such
acts;

              (f)  the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or custodian
appointed with due care by it hereunder;

              (g)  except as may be required by subsection 11.01(a), the Trustee
shall not be required to make any initial or periodic examination of any
documents or records related to the Receivables or the Accounts for the purpose
of establishing the presence or absence of defects, the compliance by the
Transferor with its representations and warranties or for any other purpose; and

              (h)  whenever in the administration of this Agreement the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate.

     Section 11.03 Trustee Not Liable for Recitals in Certificates. The Trustee
assumes no responsibility for the correctness of the recitals contained herein
and in the Certificates (other than the certificate of authentication on the
Certificates). Except as set forth in Section 11.15, the Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the Certificates)
or of any Receivable or related document. The Trustee shall not be accountable
for the use or application by the Transferor of any of the Certificates or of
the proceeds of such Certificates, or for the use or application of any funds
paid to the Transferor in respect of the Receivables or deposited in or
withdrawn from the Collection Account, the Principal Account or the Finance
Charge Account, or any Series Account or other accounts now or hereafter
established to effectuate the transactions contemplated herein and in accordance
with the terms hereof.

     Section 11.04 Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Investor Certificates
with the same rights as it would have if it were not the Trustee.

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     Section 11.05 The Servicer to Pay Trustee's Fees and Expenses. The Servicer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to receive, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by the Trustee in the execution of the
Trust hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee, and, subject to Section 8.04, the Servicer
will pay or reimburse the Trustee (without reimbursement from any Investor
Account, any Series Account or otherwise) upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement (including the
reasonable fees and expenses of its agents and counsel) except any such expense,
disbursement or advance as may arise from its own negligence or bad faith and
except as provided in the following sentence. If the Trustee is appointed
Successor Servicer pursuant to Section 10.02, the provisions of this Section
11.05 shall not apply to expenses, disbursements and advances made or incurred
by the Trustee in its capacity as Successor Servicer (which shall be covered out
of the Monthly Servicing Fee).

          The obligations of the Servicer under this Section 11.05 shall
survive the termination of the Trust and the resignation or removal of the
Trustee.

     Section 11.06 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation organized and doing business under the laws
of the United States of America or any state thereof authorized under such laws
to exercise corporate trust powers, having a long-term unsecured debt rating of
at least "Baa3" by Moody's and "BBB-" by Standard & Poor's 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 adequacy requirements, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section 11.06, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 11.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
11.07.

     Section 11.07 Resignation or Removal of Trustee.

               (a) The Trustee may at any time resign and be discharged from the
Trust hereby created by giving written notice thereof to the Servicer. Upon
receiving such notice of resignation, the Servicer shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy

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to the successor trustee. If no successor trustee shall have been so appointed
and have accepted such appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

               (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 11.06 hereof and shall fail to resign
after written request therefor by the Transferor, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged as bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Transferor may, but shall not be required to, remove the Trustee and promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.

               (c) Any resignation or removal of the Trustee and appointment of
a successor trustee pursuant to any of the provisions of this Section 11.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 11.08 hereof and any liability of the Trustee
arising hereunder shall survive such appointment of a successor trustee.

     Section 11.08 Successor Trustee.

               (a) Any successor trustee appointed as provided in Section 11.07
hereof shall execute, acknowledge and deliver to the Transferor and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee herein. The predecessor Trustee shall deliver to the successor
trustee all documents and statements held by it hereunder, and the Transferor
and the predecessor Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor trustee all such rights, powers, duties and
obligations.

               (b) No successor trustee shall accept appointment as provided in
this Section 11.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 11.06 hereof.

               (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 11.08, such successor trustee shall mail notice of such
succession hereunder to all Certificateholders at their addresses as shown in
the Certificate Register.

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     Section 11.09 Merger or Consolidation of Trustee. Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be eligible under the provisions of Section
11.06 hereof, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     Section 11.10 Appointment of Co-Trustee or Separate Trustee.

            (a)    Notwithstanding any other provisions of this Agreement, at
any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust may at the time be located, the Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders, such
title to the trust, or any part thereof, and, subject to the other provisions of
this Section 11.10, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 11.06 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 11.08 hereof.

            (b)    Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                   (i)  all rights, powers, duties and obligations conferred or
     imposed upon the Trustee shall be conferred or imposed upon and exercised
     or performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any laws of any jurisdiction in which any
     particular act or acts are to be performed (whether as Trustee hereunder or
     as successor to the Servicer hereunder), the Trustee shall be incompetent
     or unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations (including the holding of title to the Trust
     or any portion thereof in any such jurisdiction) shall be exercised and
     performed singly by such separate trustee or co-trustee, but solely at the
     direction of the Trustee;

                   (ii) no trustee hereunder shall be personally liable by
     reason of any act or omission of any other trustee hereunder; and

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                   (iii) the Trustee may at any time accept the resignation of
or remove any separate trustee or co-trustee.

         (c)       Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article XI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Servicer.

         (d)       Any separate trustee or co-trustee may at any time constitute
the Trustee as its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect to
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     Section 11.11 Tax Returns. In the event the Trust shall be required to file
tax returns, the Servicer shall at its expense prepare or cause to be prepared
any tax returns required to be filed by the Trust and, to the extent possible,
shall remit such returns to the Trustee for signature at least five days before
such returns are due to be filed. The Trustee is hereby authorized to sign any
such return on behalf of the Trust. The Servicer shall prepare or shall cause to
be prepared all tax information required by law to be distributed to
Certificateholders and shall deliver such information to the Trustee at least
five days prior to the date it is required by law to be distributed to
Certificateholders. The Trustee, upon request, will furnish the Servicer with
all such information known to the Trustee as may be reasonably required in
connection with the preparation of all tax returns of the Trust and shall, upon
request, execute such return. In no event shall the Trustee or the Servicer be
liable for any liabilities, costs or expenses of the Trust, the Investor
Certificateholders or the Certificate Owners arising under any tax law,
including without limitation federal, state, local or foreign income or excise
taxes or any other tax imposed on or measured by income (or any interest or
penalty with respect thereto or arising from a failure to comply therewith).

     Section 11.12 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action end claims under this Agreement or any Series
of Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall

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be brought in its own name as trustee. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of any Series of Certificateholders in respect of which such
judgment has been obtained.

         Section 11.13 Suits for Enforcement. If a Servicer Default shall occur
and be continuing, the Trustee, in its discretion may, subject to the provisions
of Section 10.01, proceed to protect and enforce its rights and the rights of
any Series of Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or any Series of Certificateholders.

         Section 11.14 Rights of Certificateholders to Direct Trustee. Holders
of Investor Certificates evidencing Undivided Interests aggregating more than
50% of the Aggregate Invested Amount (or, with respect to any remedy, trust or
power that does not relate to all Series, 50% of the aggregate Invested Amount
of the Investor Certificates of all Series to which such remedy, trust or power
relates) shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; provided, however, that, subject to
Section 11.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability or
be unduly prejudicial to the rights of Certificateholders not parties to such
direction; and provided further that nothing in this Agreement shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction of such Holders of Investor
Certificates.

         Section 11.15 Representations and Warranties of Trustee. The Trustee
represents and warrants that:

                       (i)  the Trustee is a Delaware chartered banking
         corporation organized, existing and authorized to engage in the
         business of banking under the laws of the United States of America;

                       (ii) the Trustee has full power, authority and right to
         execute, deliver and perform this Agreement, and has taken all
         necessary action to authorize the execution, delivery and performance
         by it of this Agreement; and

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                       (iii)   this Agreement has been duly executed and
         delivered by the Trustee.

         Section 11.16 Maintenance of Office or Agency. The Trustee will
maintain at its expense an office or offices, or agency or agencies, where
notices and demands to or upon the Trustee in respect of the Certificates and
this Agreement may be served. The Trustee initially appoints its Corporate Trust
Office as its office for such purposes. The Trustee will give prompt written
notice to the Servicer and to Certificateholders (or in the case of Holders of
Bearer Certificates, in the manner provided for in the related Supplement) of
any change in the location of the Certificate Register or any such office or
agency.

                               [End of Article XI]

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                                   ARTICLE XII

                                   TERMINATION

     Section 12.01 Termination of Trust.

               (a) The respective obligations and responsibilities of the
Transferor, the Servicer and the Trustee created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as hereinafter
set forth) shall terminate, except with respect to the duties described in
Section 8.04 and 11.05 and subsection 2.04(c) and 12.03(b), on the Trust
Termination Date; provided, however, that the Trust shall not terminate on the
date specified in clause (i) of the definition of "Trust Termination Date" if
each of the Servicer and the Holder of the Exchangeable Transferor Certificate
notify the Trustee in writing, not later than five Business Days preceding such
date, that they desire that the Trust not terminate on such date, which notice
(such notice, a "Trust Extension") shall specify the date on which the Trust
shall terminate (such date, the "Extended Trust Termination Date"); provided,
however, that the Extended Trust Termination Date shall be not later than August
1, 2032. The Servicer and the Holder of the Exchangeable Transferor Certificate
may, on any date following the Trust Extension, so long as no Series of
Certificates is outstanding, deliver a notice in writing to the Trustee changing
the Extended Trust Termination Date.

               (b) In the event that (i) the Trust has not terminated by the
last Distribution Date occurring in the second month preceding the Trust
Termination Date, and (ii) the Invested Amount of any Series (after giving
effect to all transfers, withdrawals, deposits and drawings to occur on such
date and the payment of principal on any Series of Certificates to be made on
the related Distribution Date during such month pursuant to Article IV) would be
greater than zero, the Servicer shall sell within 30 days after such Transfer
Date all the Receivables. The Servicer shall notify each Enhancement Provider of
the proposed sale of the Receivables and shall provide each Enhancement Provider
an opportunity to bid on the Receivables. 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 any such sale shall be treated as
Collections on the Receivables and shall be allocated and deposited in
accordance with Article IV; provided, however, that the Trustee shall determine
conclusively in its sole discretion 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 such thirty-day period, the
Servicer shall continue to collect payments on the Receivables and allocate and
deposit such payments in accordance with the provisions of Article IV.

               (c) 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 Invested Amount of any Series

                                       95

<PAGE>

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 to all
Certificateholders of such Series pro rata in final payment of all principal of
and accrued interest on such Series of Certificates, an amount of Principal
Receivables and the related Finance Charge Receivables (or interests therein) up
to 110% of the Invested Amount of such Series at the close of business on such
date (but not more than an amount of Receivables equal to the sum of (1) the
product of (A) the Transferor Percentage, (B) the aggregate outstanding
Principal Receivables and (C) a fraction the numerator of which is the related
Investor Percentage of Collections of Finance Charge Receivables and the
denominator of which is the sum of all Investor Percentages with respect to
Collections of Finance Charge Receivables of all Series outstanding and (2) the
Invested Amount of such Series). The Trustee shall notify each Enhancement
Provider of the proposed sale of such Receivables and shall provide each
Enhancement Provider an opportunity to bid on such Receivables. 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 Exchangeable 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 12.03.

     Section 12.02 Optional Purchase.

               (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 of the
related Series of Certificates on a Distribution Date specified in such
Supplement by depositing into the Distribution Account or the applicable Series
Account, not later than the Transfer Date preceding such Distribution Date, for
application in accordance with Section 12.03, the amount specified in such
Supplement; provided, however that if the short-term deposits or long-term
unsecured debt obligations of the Transferor (or, if neither such deposits nor
such obligations of the Transferor are rated by Moody's, then the short-term
deposits or long-term unsecured debt obligations of the holding company of the
Transferor so long as such holding company is BANK ONE CORPORATION) are not
rated at the time of such purchase of Receivables at least "P-3" or "Baa-3,"
respectively, by Moody's, no such event shall occur unless the Transferor shall
deliver an Opinion of Counsel or an Officer's Certificate reasonably acceptable
to the Trustee that such deposit into the Distribution Account or any Series
Account as provided in the related Supplement would not constitute a fraudulent
conveyance of the Transferor.

               (b) The amount deposited pursuant to subsection 12.02(a) shall be
paid to the Investor Certificateholders of the related Series pursuant to
Section 12.03 on the related

                                       96

<PAGE>

Distribution Date following the date of such deposit. All Certificates of a
Series which are purchased by the Transferor pursuant to subsection 12.02(a)
shall be delivered by the Transferor upon such purchase to, and be canceled by,
the Transfer Agent and Registrar and be disposed of in a manner satisfactory to
the Trustee and the Transferor. The Invested Amount of each Series which is
purchased by the Transferor pursuant to subsection 12.02(a) shall, for the
purposes of the definition of "Transferor Interest," be deemed to be equal to
zero on the Distribution Date following the making of the deposit, and the
Transferor Interest shall thereupon be deemed to have been increased by the
Invested Amount of such Series.

     Section 12.03 Final Payment with Respect to any Series.

               (a) Written notice of any termination, specifying the
Distribution Date upon which the Investor Certificateholders of any Series may
surrender their Certificates for payment of the final distribution with respect
to such Series and cancellation, shall be given (subject to at least two
Business Days' prior notice from the Servicer to the Trustee) by the Trustee to
Investor Certificateholders of such Series mailed not later than the fifth day
of the month of such final distribution (or in the manner provided by the
Supplement relating to such Series) specifying (i) the Distribution Date (which
shall be the Distribution Date in the month (x) in which the deposit is made
pursuant to subsection 2.04(e), 9.02(a), 10.02(a), or subsection 12.02(a) of the
Agreement or such other section as may be specified in the related Supplement,
or (y) in which the related Series Termination Date occurs) upon which final
payment of such Investor Certificates will be made upon presentation and
surrender of such Investor Certificates at the office or offices therein
designated (which, in the case of Bearer Certificates, shall be outside the
United States of America), (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Investor Certificates at the office or offices therein specified. The Servicer's
notice to the Trustee in accordance with the preceding sentence shall be
accompanied by an Officers' Certificate setting forth the information specified
in Article V of this Agreement covering the period during the then current
calendar year through the date of such notice and setting forth the date of such
final distribution. The Trustee shall give such notice to the Transfer Agent and
Registrar and the Paying Agent at the time such notice is given to such Investor
Certificateholders.

               (b) Notwithstanding the termination of the Trust pursuant to
subsection 12.01(a) or the occurrence of the Series Termination Date with
respect to any Series, all funds then on deposit in the Finance Charge Account,
the Principal Account, the Distribution Account or any Series Account applicable
to the related Series shall continue to be held in trust for the benefit of the
Certificateholders of the related Series and the Paying Agent or the Trustee
shall pay such funds to the Certificateholders of the related Series upon
surrender of their Certificates (which surrenders and payments, in the case of
Bearer Certificates, shall be made only outside the United States of America).
In the event that all of the Investor Certificateholders of any

                                       97

<PAGE>

Series shall not surrender their Certificates for cancellation within six months
after the date specified in the above-mentioned written notice, the Trustee
shall give a second written notice (or, in the case of Bearer Certificates,
publication notice) to the remaining Investor Certificateholders of such Series
upon receipt of the appropriate records from the Transfer Agent and Registrar to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within one and one half years after the second notice
with respect to a Series, all the Investor Certificates of such Series shall not
have been surrendered for cancellation, the Trustee may take appropriate steps
or may appoint an agent to take appropriate steps, to contact the remaining
Investor Certificateholders of such Series concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds in the
Distribution Account or any Series Account held for the benefit of such Investor
Certificateholders. The Trustee and the Paying Agent shall pay to the Transferor
upon request any monies held by them for the payment of principal or interest
which remains unclaimed for two years. After payment to the Transferor, Investor
Certificateholders entitled to the money must look to the Transferor for payment
as general creditors unless an applicable abandoned property law designates
another Person.

               (c) All Certificates surrendered for payment of the final
distribution with respect to such Certificates and cancellation shall be
canceled by the Transfer Agent and Registrar and be disposed of in a manner
satisfactory to the Trustee and the Transferor.

     Section 12.04 Termination Rights of Holder of Exchangeable Transferor
Certificate. Upon the termination of the Trust pursuant to Section 12.01, and
after payment of all amounts due hereunder on or prior to such termination and,
if there is a currently existing Exchangeable Transferor Certificate, the
surrender of the Exchangeable Transferor Certificate, the Trustee shall execute
a written reconveyance substantially in the form of Exhibit H pursuant to which
it shall reconvey to the Holder of the Exchangeable Transferor Certificate
(without recourse, representation or warranty) all right, title and interest of
the Trust in the Receivables, whether then existing or thereafter created, all
moneys due or to become due with respect thereto (including all accrued interest
theretofore posted as Finance Charge Receivables) and all proceeds thereof and
Insurance Proceeds relating thereto and Interchange (if any) allocable to the
Trust pursuant to any Supplement, except for amounts held by the Trustee
pursuant to subsection 12.03(b). The Trustee shall execute and deliver such
instruments of transfer and assignment, in each case without recourse, as shall
be reasonably requested by the Holder of the Exchangeable Transferor Certificate
to vest in such Holder all right, title and interest which the Trust had in the
Receivables (and any costs or expenses incurred by the Trustee in connection
with such reconveyances shall be reimbursed by the Servicer).

                              [End of Article XII]

                                       98

<PAGE>

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

     Section 13.01 Amendment.

               (a) This Agreement or any Supplement may be amended in writing
from time to time by the Servicer, the Transferor and the Trustee, without the
consent of any of Certificateholders; provided, that such action shall not, (i)
as evidenced by an Opinion of Counsel for the Transferor addressed and delivered
to the Trustee, adversely affect in any material respect the interests of any
Investor Certificateholder or (ii) as evidenced by an Officer's Certificate from
the Transferor, significantly change the Permitted Activities of the Trust;
provided further, that each Rating Agency shall have notified the Transferor,
the Servicer and the Trustee in writing that such action will not result in a
reduction or withdrawal of the rating of any outstanding Series or Class to
which it is a Rating Agency and provided, further, that the Trustee may, but
shall not be obligated to, enter into any such amendment which materially
affects the Trustee's rights, duties or immunities under this Agreement or
otherwise.

               (b) This Agreement or any Supplement may also be amended in
writing from time to time by the Servicer, the Transferor and the Trustee (x)
with the consent of the Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 662/3% of the Invested Amount of each
outstanding Series adversely affected by such amendment for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or any Supplement or modifying in any manner the
rights of Investor Certificateholders of any Series then issued and outstanding
or (y) with the consent of the Holders of Investor Certificates evidencing
Undivided Interests aggregating more than 50% of the Invested Amount of each
outstanding Series for the purpose of significantly changing the Permitted
Activities of the Trust if such amendment shall not, as evidenced by an
Officer's Certificate, adversely affect in any material respect the interests of
any Investor Certificateholder; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, distributions
which are required to be made on any Investor Certificates of such Series
without the consent of each Investor Certificateholders of such Series, (ii)
change the definition of or the manner of calculating the Invested Amount, the
Investor Percentage or the Investor Default Amount of such Series without the
consent of each Investor Certificateholder of such Series or (iii) reduce the
aforesaid percentage required to consent to any such amendment, without the
consent of each Investor Certificateholder of all Series adversely affected. The
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Trustee's rights, duties or immunities under this Agreement or
otherwise.

                                       99


<PAGE>

               (c) Notwithstanding anything in this Section 13.01 to the
contrary, the Series Supplement with respect to any Series may be amended on the
items and in accordance with the procedures provided in such Series Supplement.

               (d) Promptly after the execution of any such amendment (other
than an amendment pursuant to paragraph (a)), the Trustee shall furnish
notification of the substance of such amendment to each Investor
Certificateholder of each Series adversely affected and 10 Business Days prior
to the proposed effective date for such amendment the Trustee shall furnish
notification of the substance of such amendment to each Rating Agency providing
a rating for such Series.

               (e) It shall not be necessary for the consent of Investor
Certificateholders under this Section 13.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Investor Certificateholders shall
be subject to such reasonable requirements as the Trustee may prescribe.

               (f) Any Series Supplement executed and delivered pursuant to
Section 6.09 and any amendments regarding the addition to or removal of
Receivables from the Trust as provided in Sections 2.06 and 2.07, executed in
accordance with the provisions hereof, shall not be considered amendments to
this Agreement for the purpose of subsections 13.01(a) and (b).

               (g) In connection with any amendment, the Trustee may request an
Opinion of Counsel from the Transferor or Servicer to the effect that the
amendment complies with all requirements of this Agreement.

     Section 13.02 Protection of Right, Title and Interest to Trust.

               (a) The Servicer shall cause this Agreement, all amendments
hereto and/or all financing statements and continuation statements and any other
necessary documents covering the Certificateholders and the Trustee's right,
title and interest to the Trust to be promptly recorded, registered and filed,
and at all times to be kept recorded, registered and filed, all in such manner
and in such places as may be required by law fully to preserve and protect the
right, title and interest of the Certificateholders or the Trustee, as the case
may be, hereunder to all property comprising the Trust. The Servicer shall
deliver to the Trustee file-stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above, as soon as available
following such recording, registration or filing. The Transferor shall cooperate
fully with the Servicer in connection with the obligations set forth above and
will execute any and all documents reasonably required to fulfill the intent of
this subsection 13.02(a).

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<PAGE>

               (b) Within 30 days after the Transferor makes any change in its
name, identity or corporate structure which would make any financing statement
or continuation statement filed in accordance with paragraph (a) above
materially misleading within the meaning of Section 9-506 of the UCC as in
effect in the State of Delaware, the Transferor shall give the Trustee notice of
any such change and shall file such financing statements or amendments as may be
necessary to continue the perfection of the Trust's security interest in the
Receivables and the proceeds thereof.

               (c) Each of the Transferor and the Servicer will give the Trustee
prompt written notice of any change in the jurisdiction in which it is located
(as such location is determined pursuant to Section 9-307 of the UCC) and
whether, as a result of such relocation, the applicable provisions of the UCC
would require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall file such
financing statements or amendments as may be necessary to continue the
perfection of the Trust's security interest in the Receivables and the proceeds
thereof. Each of the Transferor and the Servicer will at all times maintain each
office from which it services Receivables and its principal executive office
within the United States of America.

               (d) The Transferor will deliver to the Trustee: (i) upon each
date that any Additional Accounts are to be included in the Accounts pursuant to
Section 2.06, an Opinion of Counsel substantially in the form of Exhibit E; and
(ii) on or before March 31 of each year, beginning with March 31, 1992, an
Opinion of Counsel, substantially in the form of Exhibit F.

     Section 13.03 Limitation on Rights of Certificateholders.

               (a) The death or incapacity of any Investor Certificateholder
shall not operate to terminate this Agreement or the Trust, nor shall such death
or incapacity entitle such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or commence any proceeding in any
court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

               (b) No Investor Certificateholder shall have any right to vote
(except with respect t the Investor Certificateholders as provided in Section
13.01 hereof) or in any manner otherwise control the operation and management of
the Trust, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as members of an
association; nor shall any Investor Certificateholder be under any liability to
any third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

               (c) No Certificateholder shall have any right by virtue of any
provisions of this Agreeent to institute any suit, action or proceeding in
equity or at law upon or under or

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with respect to this Agreement, unless such Certificateholder previously shall
have given written notice to the Trustee, and unless the Holders of Certificates
evidencing Undivided Interests aggregating more than 50% of the Invested Amount
of any Series which may be adversely affected but for the institution of such
suit, action or proceeding, shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Certificateholders shall
have the right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Certificateholders of any other of the Certificates, or to
obtain or seek to obtain priority over or preference to any other such
Certificateholder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 13.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

     Section 13.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 13.05 Notices. All demands, notices, instructions, directions and
communications under this Agreement shall be in writing and shall be deemed to
have been duly given if personally delivered at, mailed by registered mail,
return receipt requested, or sent by facsimile transmission (i) in the case of
the Transferor or the Servicer, to 201 North Walnut Street, Wilmington, Delaware
19801, Attention: Jeff Rigg, (facsimile no. (302) 282-6605), with a copy to
First USA Bank, National Association, 1601 Elm Street 46th Floor, Dallas, Texas
75201, Attention: Gavra Flood, (facsimile no. (214) 849-2472) and to BANK ONE
CORPORATION, 1 Bank One Plaza, Suite IL1-0290, Chicago, Illinois, Attention:
Sharon Renchof, (facsimile no. (312) 732-3596), and with a copy to BANK ONE
CORPORATION, 1 Bank One Plaza, Suite IL1-0460, Chicago, Illinois, Attention:
Steve Etherington, (facsimile no. (312) 732-4055), (ii) in the case of the
Trustee, to the Corporate Trust Office, (iii) in the case of the Enhancement
Provider for a particular Series, the address, if any, specified in the
Supplement relating to such Series and (iv) in the case of the Rating Agency for
a particular Series, the address, if any, specified in the Supplement relating
to such Series; or, as to each party, at such other address or facsimile number
as shall be designated by such party in a written notice to each other party.
Unless otherwise provided with respect to any Series in the related Supplement
any notice

                                       102

<PAGE>

required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Certificateholder as
shown in the Certificate Register, or with respect to any notice required or
permitted to be made to the Holders of Bearer Certificates, by publication in
the manner provided in the related Supplement. If and so long as any Series or
Class is listed on the Luxembourg Stock Exchange and such exchange shall so
require, any notice to Investor Certificateholders shall be published in an
authorized newspaper of general circulation in Luxembourg within the time period
prescribed in this Agreement. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

     Section 13.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or rights of the Certificateholders thereof.

     Section 13.07 Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.02, this Agreement may not be
assigned by the Servicer without the prior consent of Holders of Investor
Certificates evidencing Undivided Interests aggregating not less than 66 2/3% of
the Invested Amount of each Series on a Series by Series basis.

     Section 13.08 Certificates Non-Assessable and Fully Paid. It is the
intention of the parties to this Agreement that the Certificateholders shall not
be personally liable for obligations of the Trust, that the Undivided Interests
represented by the Certificates shall be non-assessable for any losses or
expenses of the Trust or for any reason whatsoever, and that Certificates upon
authentication thereof by the Trustee pursuant to Sections 2.01 and 6.02 are and
shall be deemed fully paid.

     Section 13.09 Further Assurances. The Transferor and the Servicer agree to
do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the Trustee more fully
to effect the purposes of this Agreement, including, without limitation, the
execution of any financing statements or continuation statements relating to the
Receivables for filing under the provisions of the UCC of any applicable
jurisdiction.

     Section 13.10 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Trustee, any Enhancement Provider or the
Investor Certificateholders, any right, remedy, power or privilege hereunder,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or

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<PAGE>

privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.

     Section 13.11 Counterparts. This Agreement 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 together shall constitute one and the
same instrument.

     Section 13.12 Third-Party Beneficiaries. This Agreement will inure to the
benefit of and be binding upon the parties hereto, the Certificateholders and,
to the extent provided in the related Supplement, to the Enhancement Provider
named therein, and their respective successors and permitted assigns. Except as
otherwise provided in this Article XIII, no other Person will have any right or
obligation hereunder.

     Section 13.13 Actions by Certificateholders.

               (a) Wherever in this Agreement a provision is made that an action
may be taken or a notice, demand or instruction given by Investor
Certificateholders, such action, notice or instruction may be taken or given by
any Investor Certificateholder, unless such provision requires a specific
percentage of Investor Certificateholders.

               (b) Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Certificateholder shall bind such
Certificateholder and every subsequent holder of such Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or omitted to be done by the Trustee or the Servicer
in reliance thereon, whether or not notation of such action is made upon such
Certificate.

     Section 13.14 Rule 144A Information. For so long as any of the Investor
Certificates of any Series or any Class are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, each of the Transferor, the
Servicer, the Trustee and the Enhancement Provider for such Series agree to
cooperate with each other to provide to any Investor Certificateholders of such
Series or Class and to any prospective purchaser of Certificates designated by
such an Investor Certificateholder upon the request of such Investor
Certificateholder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Securities Act.

     Section 13.15 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

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<PAGE>

     Section 13.16 Heading. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.

     Section 13.17 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 Trustee 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 13.18 Nonpetition Covenants. Notwithstanding any prior termination
of this Agreement, the parties hereto shall not, prior to the date that is one
year and one day from the date on which there are no Securities outstanding,
with respect to the Transferor or the Trust acquiesce, petition or otherwise
invoke or cause the Transferor or the Trust to invoke the process of any court
or government authority for the purpose of commencing or sustaining a case
against the Transferor or the Trust under any federal or state bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Transferor or
the Trust or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Transferor or the Trust.

                              [End of Article XIII]

                                       105

<PAGE>

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

                                         FIRST USA BANK, NATIONAL
                                              ASSOCIATION, as Transferor
                                              and Servicer

                                         By:  /s/ Sharon A. Renchof
                                              ----------------------------------
                                              Name:  Sharon A. Renchof
                                              Title: Vice President



                                         THE BANK OF NEW YORK (DELAWARE),
                                              as Trustee

                                         By:  /s/ William T. Lewis
                                              ----------------------------------
                                              Name:  William T. Lewis
                                              Title: Senior Vice President

<PAGE>
                                                                       Exhibit A

                  [FORM OF EXCHANGEABLE TRANSFEROR CERTIFICATE]

No.______                                                               One Unit

                       FIRST USA CREDIT CARD MASTER TRUST
                            ASSET BACKED CERTIFICATE

THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY BE SOLD ONLY PURSUANT TO
A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT OR AN EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE ACT. IN ADDITION, THE TRANSFER OF THIS
CERTIFICATE IS SUBJECT TO RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. A COPY OF THE POOLING AND SERVICING AGREEMENT WILL
BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE BY THE TRUSTEE UPON WRITTEN
REQUEST.

                         This Certificate represents an
                            Undivided Interest in the
                       First USA Credit Card Master Trust

Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of VISA(R) and MasterCard(R) credit card receivables generated or
acquired by First USA Bank, National Association and other assets and interests
constituting the Trust under the Pooling and Servicing Agreement described
below.

            (Not an interest in or a recourse obligation of First USA
              Bank, National Association or any Affiliate thereof.)

               This certifies that FIRST USA BANK, NATIONAL ASSOCIATION (the
"Holder") is the registered owner of an undivided interest in a trust (the
"Trust"), the corpus of which consists of a portfolio of receivables (the
"Receivables") now existing or hereafter created under selected VISA(R) and
MasterCard(R) credit card accounts (the "Accounts") of First USA Bank, National
Association (the "Transferor"), a national banking association organized under
the laws of the United States, all monies due in payment of the Receivables, all
proceeds of such Receivables and Insurance Proceeds relating to the Receivables,
and the other assets and interests constituting the Trust pursuant to the
Amended and Restated Pooling and Servicing Agreement, dated as of March 28,
2002, as the same may be further amended, supplemented or otherwise

                                      A-1

<PAGE>

modified, including as supplemented by any Supplement relating to a Series of
Investor Certificates (the "Pooling and Servicing Agreement"), by and between
First USA Bank, National Association, as Transferor and Servicer, and The Bank
of New York (Delaware), as Trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinbelow.

        To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Holder by virtue of the acceptance hereof assents
and by which the Holder is bound.

        This Certificate has not been registered or qualified under the
Securities Act of 1933, as amended, or any state securities law. No sale,
transfer or other disposition of this Certificate shall be permitted other than
in accordance with the provisions of Sections 6.03, 6.09 or 7.02 of the Pooling
and Servicing Agreement.

        The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and of amounts advanced to cardholders
as cash advances, and of Finance Charge Receivables which arise generally from
Periodic Finance Charges and other fees and charges, as more fully specified in
the Pooling and Servicing Agreement.

        This Certificate is the Exchangeable Transferor Certificate (the
"Certificate"), which represents an Undivided Interest in the Trust, including
the right to receive the Collections and other amounts at the times and in the
amounts specified in the Pooling and Servicing Agreement to be paid to the
Holder of the Exchangeable Transferor Certificate. The aggregate interest
represented by this Certificate at any time in the Principal Receivables in the
Trust shall not exceed the Transferor Interest at such time. In addition to this
Certificate, one or more Series of Investor Certificates will be issued to
investors pursuant to the Pooling and Servicing Agreement, each of which will
represent an Undivided Interest in the Trust. This Certificate shall not
represent any interest in the Investor Accounts, any Series Accounts or any
Enhancement, except to the extent provided in the Pooling and Servicing
Agreement. The Transferor Interest on any date of determination will be an
amount equal to the aggregate amount of Principal Receivables at the end of the
day immediately prior to such date of determination minus the Aggregate Invested
Amount at the end of such day.

        The Servicer shall deposit all Collections in the Collection Account as
promptly as possible after the Date of Processing of such Collections, but in no
event later than the second Business Day following such Date of Processing
(except as provided below and except as provided in any Supplement to the
Pooling and Servicing Agreement). Unless otherwise stated in any Supplement,
throughout the existence of the Trust, the Servicer shall allocate to the Holder
of this Certificate an amount equal to the product of (A) the Transferor
Percentage and (B) the

                                      A-2

<PAGE>

aggregate amount of such Collections allocated to Principal Receivables and
Finance Charge Receivables, respectively, in respect of each Monthly Period.
Notwithstanding the first sentence of this paragraph, the Servicer need not
deposit this amount or any other amounts so allocated to this Certificate
pursuant to the Pooling and Servicing Agreement into the Collection Account and
shall pay, or be deemed to pay, such amounts as collected to the Holder of this
Certificate.

        First USA Bank, National Association, as Servicer, is entitled to
receive as servicing compensation a monthly servicing fee. The portion of the
servicing fee which will be allocable to the Holder of this Certificate pursuant
to the Pooling and Servicing Agreement will be payable by the Holder of this
Certificate and neither the Trust nor the Trustee or the Investor
Certificateholders will have any obligation to pay such portion of the servicing
fee.

        This Certificate does not represent a recourse obligation of, or any
interest in, the Transferor or the Servicer, and neither this Certificate, any
Investor Certificates nor the Accounts or Receivables are insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.
This Certificate is limited in right of payment to certain Collections
respecting the Receivables, all as more specifically set forth hereinabove and
in the Pooling and Servicing Agreement.

        Upon the termination of the Trust pursuant to Section 12.01 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of this Certificate (without recourse, representation or warranty) all
right, title and interest of the Trust in the Receivables, whether then existing
or thereafter created, and all proceeds thereof and Insurance Proceeds relating
thereto. The Trustee shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be reasonably requested by
the Holder of this Certificate to vest in such Holder all right, title and
interest which the Trustee had in the Receivables.

        Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement, or be valid
for any purpose.

                                       A-3

<PAGE>

        IN WITNESS WHEREOF, First USA Bank, National Association has caused this
Certificate to be duly executed on this ___ day of ____, ____.

                                          FIRST USA BANK, NATIONAL ASSOCIATION


                                          By: __________________________________
                                              Name:
                                              Title:




                          CERTIFICATE OF AUTHENTICATION

        This is the Exchangeable Transferor Certificate referred to in the
within-mentioned Pooling and Servicing Agreement.

                                          THE BANK OF NEW YORK (DELAWARE),
                                          as Authenticating Agent

                                          By: __________________________________
                                              Name:
                                              Title:

Date: ___________ __, __

                                       A-4

<PAGE>
                                                                       Exhibit B

           [FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS]


        ASSIGNMENT No. __ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of
________ __, ____ by and between FIRST USA BANK, NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States (the
"Bank"), and THE BANK OF NEW YORK (DELAWARE), in its capacity as trustee of the
First USA Credit Card Master Trust (the "Trust") under the Pooling and Servicing
Agreement referred to below (in such capacity, the "Trustee"), and acknowledged
by FIRST USA BANK, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States of America, in its capacity as
servicer under the Pooling and Servicing Agreement referred to below (in such
capacity, the "Servicer").

                              W I T N E S S E T H:
                              - - - - - - - - - -

        WHEREAS, pursuant to subsection 2.06(a) or subsection 2.06(b) of the
Amended and Restated Pooling and Servicing Agreement, dated as of March 28,
2002, by and between the Bank, as Transferor and Servicer, and the Trustee
(hereinafter as such agreement may have been, or may from time to time be,
amended, supplemented or otherwise modified, the "Pooling and Servicing
Agreement"), the Bank wishes to designate Additional Accounts of the Bank to be
included as Accounts and to convey hereby the Receivables of the Additional
Accounts to be conveyed by the Bank, whether now existing or hereafter created,
to the Trust as part of the corpus of the Trust (as each such term is defined in
the Pooling and Servicing Agreement); and

        WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

        NOW, THEREFORE, the Bank and the Trustee hereby agree as follows:

        (1)   Defined Terms. All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.

              "Addition Cut-Off Date" shall mean, with respect to the Additional
      Accounts, _______ ___, ____.

              "Addition Date" shall mean, with respect to the Additional
      Accounts designated on Schedule 1 hereto, ________ __,_____.

                                       B-1

<PAGE>

                      "Notice Date" shall mean, with respect to the Additional
         Accounts designated on Schedule 1 hereto, ______ __, ___ (which shall
         be a date on or prior to the fifth Business Day prior to the Addition
         Date with respect to additions pursuant to subsection 2.06(a) of the
         Pooling and Servicing Agreement and the tenth Business Day prior to
         the Addition Date with respect to additions pursuant to subsection
         2.06(b) of the Pooling and Servicing Agreement).

              (2)     Designation of Additional Accounts. The Bank shall deliver
to the Trustee not later than five Business Days after the Addition Date, a
computer file or microfiche list containing a true and complete list of each
VISA(R) and MasterCard(R) account, which as of the Addition Date shall be deemed
to be an Additional Account, such accounts being identified by account number
and by the amount of Receivables in such accounts as of the close of business on
the related Addition Cut-Off Date, which shall be marked as Schedule 1 to this
Assignment. Such list shall be delivered not later than five Business Days after
the date of this Agreement and, as of the Addition Date, shall be incorporated
into and made a part of this Assignment.

              (3)     Conveyance of Receivables. (A) The Bank does hereby
transfer, assign, set-over and otherwise convey to the Trust for the benefit of
the Certificateholders, without recourse on and after the Addition Date, all
right, title and interest of the Bank in and to the Receivables existing as of
the Addition Date and hereafter created in the Additional Accounts designated
hereby, all monies due or to become due with respect thereto (including all
Finance Charge Receivables) and all proceeds of such Receivables.

                      (B)    In connection with such transfers, the Bank has
         executed, recorded and filed on _______________ __, 2002 in the office
         of the Secretary of State of the State of Delaware a financing
         statement naming "First USA Bank, National Association" as debtor and
         "The Bank of New York (Delaware), as trustee of First USA Credit Card
         Master Trust" as secured party, acknowledgment number __________,
         identifying as collateral all Receivables now existing and hereafter
         created in any Accounts, which financing statement covers the
         Receivables now existing and hereafter created in the Additional
         Accounts listed on Schedule 1 hereto, meeting the requirements of
         applicable Delaware law and such filing has not been amended or
         terminated. The Bank has delivered a file stamped copy of such UCC
         financing statement to the Trustee prior to the date of this
         Assignment.

                      (C)    In connection with such transfers, the Bank further
         agrees, at its own expense, on or prior to the date of this Assignment,
         to indicate in its computer files that Receivables created in
         connection with the Additional Accounts designated hereby have been
         transferred to the Trust pursuant to this Assignment for the benefit of
         the Certificateholders.

                                       B-2

<PAGE>

                      (D)    It is the intention of the parties hereto that all
         transfers of Receivables to the Trust pursuant to this Assignment be
         be subject to, and be treated in accordance with, the Delaware Act and
         each of the parties hereto agrees that this Assignment has been entered
         into by the parties hereto in express reliance upon the Delaware Act.
         For purposes of complying with the requirements of the Delaware Act,
         each of the parties hereto hereby agrees that any property, assets or
         rights purported to be transferred, in whole or in part, by the Bank
         pursuant to this Assignment shall be deemed to no longer by the
         property, assets or rights of the Bank. The parties hereto acknowledge
         and agree that each such transfer is occurring in connections with a
         "securitization transaction" within the meaning of the Delaware Act.

              (4)     Acceptance by Trustee. The Trustee hereby acknowledges its
acceptance on behalf of the Trust for the benefit of the Certificateholders of
all right, title and interest previously held by the Bank in and to the
Receivables in the Additional Accounts now existing and hereafter created, and
declares that it shall maintain such right, title and interest, upon the trust
herein set forth, for the benefit of all Certificateholders.

              (5)     Representations and Warranties of the Bank. The Bank
hereby represents and warrants to the Trustee on behalf of the Trust as of the
Addition Date:

                      (A)    Legal, Valid and Binding Obligation. This
         Assignment constitutes a legal, valid and binding obligation of the
         Bank enforceable against the Bank, in accordance with its terms, except
         as such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting the enforcement of creditors' rights in
         general and the rights of creditors of entities such as the Transferor
         and except as such enforceability may be limited by general principles
         of equity (whether considered in a suit at law or in equity).

                      (B)    Eligibility of Accounts and Receivables. Each
         Additional Account designated hereby was, as of the related Addition
         Cut-Off Date, an Eligible Account, and each Receivable in such
         Additional Account was, as of the related Addition Cut-Off Date, an
         Eligible Receivable.

                      (C)    Selection Procedures. No selection procedures
         believed by the Bank to be materially adverse to the interests of the
         Investor Certificateholders were utilized in selecting the Additional
         Accounts designated hereby from the available Eligible Accounts in the
         Bank Portfolio.

                      (D)    Insolvency. The Bank is not insolvent and, after
         giving effect to the conveyance set forth in Section 3 of this
         Assignment, will not be insolvent.

                                       B-3

<PAGE>

                   (E) Security Interest. This Assignment constitutes either (i)
         a valid transfer and assignment to the Trustee of all right, title and
         interest of the Bank in and to Receivables now existing and hereafter
         created in the Additional Accounts designated on Schedule 1 hereto and
         all proceeds (as defined in the UCC as in effect in the State of
         Delaware) of such Receivables, and such Receivables and any proceeds
         thereof will be held by the Trustee free and clear of any Lien of any
         Person claiming through or under the Bank or any of its Affiliates
         except for (x) Liens permitted under subsection 2.05(b) of the Pooling
         and Servicing Agreement, (y) the interest of the Holder of the
         Exchangeable Transferor Certificate and (z) the Bank's right to receive
         interest accruing on, and investment earnings in respect of, the
         Finance Charge Account and the Principal Account or any Series Account
         as provided in the Pooling and Servicing Agreement and any Supplement;
         or (ii) a valid transfer for security of all of the Bank's right, title
         and interest in such property to the Trustee, which is enforceable with
         respect to the existing Receivables of the Additional Accounts
         designated hereby and the proceeds (as defined in the UCC as in effect
         in the State of Delaware) thereof upon the conveyance of such
         Receivables to the Trustee, and which will be enforceable with respect
         to the Receivables thereafter created in respect of Additional Accounts
         designated hereby and the proceeds (as defined in the UCC as in effect
         in the State of Delaware) thereof, upon such creation; and (iii) if
         this Assignment constitutes a transfer for security to the Trust in
         such property, the conveyance in Section 3(a) is effective to assign to
         the Trustee a first priority perfected security interest in all of the
         Bank's right, title and interest in the existing Receivables of the
         Additional Accounts designated hereby and in the case of Receivables of
         such Additional Accounts hereafter created and the proceeds (as defined
         in the UCC as in effect in the State of Delaware) thereof, upon such
         creation, the Trustee shall have a first priority perfected security
         interest in all of the Bank's right, title and interest in such
         property (subject to Section 9-306 of the UCC as in effect in the State
         of Delaware), except for Liens permitted under subsection 2.05(b) of
         the Pooling and Servicing Agreement.

               (6) Conditions Precedent. The acceptance by the Trustee set forth
in Section 4 and the amendment of the Pooling and Servicing Agreement set forth
in Section 7 are subject to the satisfaction, on or prior to the Addition Date,
of the following conditions precedent:

                   (A) Officer's Certificate. The Bank shall have delivered to
         the Trustee a certificate of a Vice President or more senior officer
         substantially in the form of Schedule 2 hereto, certifying that (i) all
         requirements set forth in Section 2.06 of the Pooling and Servicing
         Agreement for designating Additional Accounts and conveying the
         Principal Receivables of such Accounts, whether now existing or
         hereafter created, have been satisfied and (ii) each of the
         representations and warranties made by the Bank in Section 5 is true
         and correct as of the Addition Date. The Trustee may conclusively rely

                                      B-4

<PAGE>

         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.

                    (B) Additional Information. The Bank shall have delivered to
         the Trustee such information as was reasonably requested by the Trustee
         to satisfy itself as to the accuracy of the representation and warranty
         set forth in subsection 5(D) of this Assignment.

               (7)  Amendment of the Pooling and Servicing Agreement. The
Pooling and Servicing Agreement is hereby amended to provide that all references
therein to the "Pooling and Servicing Agreement," to "this Agreement" and
"herein" shall be deemed from and after the Addition Date to be a dual reference
to the Pooling and Servicing Agreement as supplemented by this Assignment and
all references therein to Additional Accounts shall be deemed to include all
accounts listed on Schedule 1 hereto. Except as expressly amended hereby, all of
the representations, warranties, terms, covenants and conditions of the Pooling
and Servicing Agreement shall remain unamended and shall continue to be, and
shall remain, in full force and effect in accordance with its terms and except
as expressly provided herein shall not constitute or be deemed to constitute a
waiver of compliance with or a consent to noncompliance with any term or
provision of the Pooling and Servicing Agreement.

               (8)  Counterparts. This Assignment 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 together shall constitute one and the
same instrument.

               (9)  Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO ITS CONFLICT OF LAW PROVISIONS.

               (10) Removal Upon Breach. In the event of a breach of any of the
warranties set forth in subsection 5(B) other than a breach or event set forth
in subsection 2.04(d)(i) of the Pooling and Servicing Agreement, if as a result
of such breach the related Account becomes a Defaulted Account or the Trust's
rights in, to or under any Receivable arising in such Account or its proceeds
are impaired or the proceeds of such Receivable are not available for any reason
to the Trust free and clear of any Lien, then upon the expiration of 60 days (or
such longer period as may be agreed to by the Trustee in its sole discretion,
but in no event later than 120 days) from the earlier to occur of the discovery
of any such event by either the Transferor or the Servicer, or receipt by the
Transferor or the Servicer, of written notice of any such event given by the
Trustee, each such Receivable shall be removed from the Trust on the terms and
conditions set forth in subsection 2.04(d)(iii) of the Pooling and Servicing
Agreement as though such Receivable were removed pursuant to subsection
2.04(d)(ii) of the Pooling and Servicing Agreement; provided, however, that no
such removal shall be required to be made if, on any day within such applicable

                                      B-5

<PAGE>

period, such representations and warranties with respect to such Receivable
shall then be true and correct in all material respects as if such Receivable
had been created on such day.

                                      B-6

<PAGE>

                  IN WITNESS WHEREOF, the undersigned have caused this
Assignment of Receivables in Additional Accounts to be duly executed and
delivered by their respective duly authorized officers on the day and year first
above written.

                                        FIRST USA BANK, NATIONAL ASSOCIATION,


                                        By: _______________________________
                                            Name:
                                            Title:



                                        THE BANK OF NEW YORK (DELAWARE),
                                        as Trustee of First USA Credit Card
                                        Master Trust

                                        By: ________________________________
                                            Name:
                                            Title:


acknowledged by:

FIRST USA BANK, NATIONAL ASSOCIATION
as Servicer

By: _____________________________
    Name:
    Title:

                                       B-7

<PAGE>

                                                                      Schedule 1
                                                                to Assignment of
                                                                  Receivables in
                                                             Additional Accounts

                               ADDITIONAL ACCOUNTS
                           [Delivered to the Trustee]

                                       B-8

<PAGE>
                                                                      Schedule 2
                                                                to Assignment of
                                                                  Receivables in
                                                             Additional Accounts

                      First USA Bank, National Association
                       First USA Credit Card Master Trust
                             Officer's Certificate

           ____________________, a duly authorized officer of First USA Bank,
National Association, a national banking association (the "Bank"), hereby
certifies and acknowledges on behalf of the Bank that to the best of [her/his]
knowledge the following statements are true on ______ __, ___ (the "Addition
Date"), and acknowledges on behalf of the Bank that this Officer's Certificate
will be relied upon by The Bank of New York (Delaware), as Trustee (the
"Trustee") of the First USA Credit Card Master Trust in connection with the
Trustee entering into Assignment No. __ of Receivables in Additional Accounts,
dated as of the related Addition Date (the "Assignment"), by and between the
Bank and the Trustee, in connection with the Amended and Restated Pooling and
Servicing Agreement, dated as of March 28, 2002 (as heretofore supplemented and
amended, the "Pooling and Servicing Agreement"), by and between the Bank, as
Transferor and Servicer, and the Trustee. The undersigned hereby certifies and
acknowledges on behalf of the Bank that:

           (a) Delivery of Assignment. On or prior to the Addition Date, (i) the
Bank has delivered to the Trustee the Assignment (including an acceptance by the
Trustee on behalf of the Trust for the benefit of the Investor
Certificateholders), (ii) the Bank has indicated in its computer files that the
Receivables created in connection with the Additional Accounts have been
transferred to the Trust and (iii) within five Business Days after the Addition
Date, the Bank shall deliver to the Trustee a computer file or microfiche list
containing a true and complete list of all Additional Accounts identified by
account number and the aggregate amount of the Receivables in such Additional
Accounts as of the related Addition Cut-Off Date, which computer file or
microfiche list shall be as of the date of such Assignment, incorporated into
and made a part of such Assignment and the Pooling and Servicing Agreement.

           (b) Legal, Valid and Binding Obligation. The Assignment constitutes a
legal, valid and binding obligation of the Bank, enforceable against the Bank in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors' rights
in general and the rights of creditors of national banking associations and
except as such enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity).

                                       B-9


<PAGE>

           (c) Eligibility of Accounts. Each Additional Account designated
pursuant to the Assignment was, as of the related Addition Cut-Off Date, an
Eligible Account, and each Receivable in such Additional Account was, as of the
related Addition Cut-Off Date, an Eligible Receivable.

           (d) Selection Procedures. No selection procedures believed by the
Bank to be materially adverse to the interests of the Investor
Certificateholders were utilized in selecting the Additional Accounts designated
pursuant to the Assignment from the available Eligible Accounts in the Bank
Portfolio.

           (e) Insolvency. The Bank is not insolvent and, after giving effect to
the conveyance set forth in Section 3 of the Assignment, will not be insolvent.

           (f) Security Interest. The Assignment constitutes either (i) a valid
transfer and assignment to the Trust of all right, title and interest of the
Bank in and to such Receivables now existing and hereafter created, and all
proceeds (as defined in the UCC as in effect in the State of Delaware) of such
Receivables, and such Receivables and any proceeds thereof will be held by the
Trust free and clear of any Lien of any Person claiming through or under the
Bank or any of its Affiliates except for (x) Liens permitted under subsection
2.05(b) of the Pooling and Servicing Agreement, (y) the interest of the Bank as
holder of the Exchangeable Transferor Certificate and (z) the Bank's right to
receive interest accruing on, and investment earnings in respect of, the Finance
Charge Account and the Principal Account or any Series Account as provided in
the Pooling and Servicing Agreement and any Supplement; or (ii) a transfer for
security of such property to the Trust, which is enforceable with respect to the
existing Receivables of the Additional Accounts designated on Schedule 1 to the
Assignment, the proceeds (as defined in the UCC as in effect in the State of
Delaware) thereof, upon the conveyance of such Receivables to the Trust, and
which will be enforceable with respect to the Receivables thereafter created in
respect of Additional Accounts designated on Schedule 1 to the Assignment and
the proceeds (as defined in the UCC as in effect in the State of Delaware)
thereof, upon such creation; and (iii) if the Assignment constitutes a transfer
for security by the Bank to the Trust in such property, the conveyance in
Section 3(a) of the Assignment is effective to assign to the Trust a first
priority perfected security interest in all of the Bank's right, title and
interest in the existing Receivables of the Additional Accounts designated on
Schedule 1 to the Assignment and in the case of Receivables of such Additional
Accounts thereafter created and the proceeds (as defined in the UCC as in effect
in the State of Delaware) thereof, upon such creation the Trust shall have a
first priority perfected security interest in such property (subject to Section
9-306 of the UCC as in effect in the State of Delaware), except for Liens
permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

           (g) Requirements of Pooling and Servicing Agreement. All requirements
set forth in Section 2.06 of the Pooling and Servicing Agreement for designating
Additional

                                      B-10

<PAGE>

Accounts and conveying the Principal Receivables of such Accounts, whether now
existing or hereafter created, have been satisfied.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
________ ____.


                                           FIRST USA BANK, NATIONAL ASSOCIATION

                                           By: _________________________________
                                               Name:
                                               Title:

                                      B-11

<PAGE>
                                                                       Exhibit C

                    [FORM OF MONTHLY SERVICER'S CERTIFICATE]

                      FIRST USA BANK, NATIONAL ASSOCIATION

                       __________________________________

                       FIRST USA CREDIT CARD MASTER TRUST

                       ___________________________________


The undersigned, a duly authorized representative of First USA Bank, National
Association (the "Bank"), as Servicer pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of March 28, 2002 (the "Pooling and
Servicing Agreement"), among the Bank, as Transferor and Servicer, and The Bank
of New York (Delaware), as Trustee, does hereby certify as follows:

                  1. Capitalized terms used but not defined in this Certificate
have their respective meanings set forth in the Pooling and Servicing Agreement;
provided, that the "preceding Monthly Period" shall mean the Monthly Period
immediately preceding the calendar month in which this Certificate is delivered.
This Certificate is delivered pursuant to subsection 3.04(b) of the Pooling and
Servicing Agreement. References herein to certain sections and subsections are
references to the respective sections and subsections of the Pooling and
Servicing Agreement.

                  2. The Bank is Servicer under the Pooling and Servicing
Agreement.

                  3. The undersigned is a Servicing Officer.

                  4. The date of this Certificate is a Determination Date under
the Pooling and Servicing Agreement.

                  5. The aggregate amount of Collections
processed during the preceding Monthly Period was equal to ....       $_______

                  6. The aggregate amount of Principal
Receivables processed as of the end of the last day of the
preceding Monthly Period was equal to .........................       $_______

                                       C-1

<PAGE>

                  7.       The Aggregate Investor Percentage of
Collections of Finance Charge Receivables processed by the
Servicer during the preceding Monthly Period was equal to .........     $_______

                  8.       The Aggregate Investor Percentage of
Collections of Principal Receivables processed by the Servicer
during the current month is equal to ..............................     $_______

                  9.       The aggregate amount of Interchange to
be deposited in the Finance Charge Account on the Transfer
Date of the current month is equal to .............................     $_______

                  10.      To the knowledge of the undersigned, there are no
Liens on any Receivables in the Trust except as described below:

                         [If applicable, insert "None."]

                  IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this certificate this ___ day of _____, ___.

                                           FIRST USA BANK, NATIONAL ASSOCIATION,
                                             as Servicer

                                           By: _________________________________
                                               Name:
                                               Title:

                                       C-2

<PAGE>

                                                            Schedule To Monthly
                                                         Servicer's Certificate*


                      FIRST USA BANK, NATIONAL ASSOCIATION

                       __________________________________

                       FIRST USA CREDIT CARD MASTER TRUST

                       __________________________________


*    A separate schedule is to be attached for each Series, with appropriate
     changes and additions to reflect the specifics of the related Series
     Supplement

                                       C-3

<PAGE>
                                                                       Exhibit D

                     [FORM OF ANNUAL SERVICER'S CERTIFICATE]

                      FIRST USA BANK, NATIONAL ASSOCIATION

                       __________________________________

                       FIRST USA CREDIT CARD MASTER TRUST

                       __________________________________

                  The undersigned, a duly authorized representative of First USA
Bank, National Association (the "Bank"), as Servicer pursuant to the Amended and
Restated Pooling and Servicing Agreement, dated as of ________, 2002 (the
"Pooling and Servicing Agreement") among the Bank, as Transferor and Servicer,
and The Bank of New York (Delaware), as trustee (the "Trustee") does hereby
certify that:

                  1. The Bank is Servicer under the Pooling and Servicing
Agreement.

                  2. The undersigned is duly authorized pursuant to the Pooling
and Servicing Agreement to execute and deliver this Certificate to the Trustee.

                  3. This Certificate is delivered pursuant to Section 3.05 of
the Pooling and Servicing Agreement.

                  4. A review of the activities of the Servicer during the
period from _____________ to and including ____________ (the "Review Period")
was conducted under my supervision.

                  5. Based on such review, the Servicer has, to the best of my
knowledge, fully performed all its obligations under the Pooling and Servicing
Agreement throughout the Review Period and no default in the performance of such
obligations has occurred or is continuing except as set forth in paragraph 6
below.

                  6. The following is a description of each default in the
performance of the Servicer's obligations under the provisions of the Pooling
and Servicing Agreement, including each Supplement, known to me to have been
made during the Review Period, which sets forth in detail (i) the nature of each
such default, (ii) the action taken by the Servicer, if any, to remedy each such
default and (iii) the current status of each such default:

                                       D-1

<PAGE>

                         [If applicable, insert "None."]

                  7. The report required to be delivered to the Servicer by the
independent certified public accountants pursuant to subsection 3.06(b) of the
Pooling and Servicing Agreement has been delivered to the Servicer, and such
report contains no exceptions, except for such exceptions as the independent
certified public accountants believe to be immaterial and as set forth in
paragraph 8 below.

                  8. The following is each exception set forth in the report
required to be delivered to the Servicer by the independent certified public
accountants pursuant to subsection 3.06(b) of the Pooling and Servicing
Agreement:

                         [If applicable, insert "None."]

                  IN WITNESS WHEREOF, the undersigned has duly executed this
Certificate this ___ day of ________, ____.


                                            FIRST USA BANK, NATIONAL ASSOCIATION


                                            By: ________________________________
                                                Name:
                                                Title:

                                       D-2

<PAGE>

                                                                       Exhibit E

           [FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS]

          The opinion set forth below, which is to be delivered pursuant to
subsection 2.06(c)(vi) of the Amended and Restated Pooling and Servicing
Agreement, may be subject to certain qualifications, assumptions, limitations
and exceptions taken or made in the opinion of counsel delivered on the Closing
Date with respect to similar matters.

          The provisions of the applicable Assignment and the Pooling and
Servicing Agreement are effective to create, in favor of the Trustee, a valid
security interest (as such term is defined in the UCC as in effect in the State
of Delaware) in all of the Transferor's right, title and interest in and to that
portion of the Receivables which constitutes accounts under the Delaware UCC and
proceeds thereof which security interest if characterized as a transfer for
security will secure all Secured Obligations and which security interest if
characterized as a sale of accounts will constitute a valid sale of all of the
Transferor's right, title and interest in and to the Receivables and the
proceeds thereof.

          [The Transferor Financing Statement having been filed in the
appropriate filing office][Assumes one filing at Amendment Closing Date. See
2.01 and Exhibit B (Assignment)] and Assignment No. ___ having been executed and
delivered by the parties thereto, under the UCC as in effect in the State of
Delaware, the security interest referred to in the preceding paragraph hereof in
favor of the Trustee in the Receivables and proceeds thereof has been perfected,
and no other security interest of any other creditor of the Transferor will be
equal or prior to the security interest of the Trustee in such Receivables and
the proceeds thereof.

                                       E-1

<PAGE>

                                                                       Exhibit F

                       [FORM OF ANNUAL OPINION OF COUNSEL]

          The opinion set forth below, which is to be delivered pursuant to
subsection 13.02(d)(ii) of the Amended and Restated Pooling and Servicing
Agreement, may be subject to certain qualifications, assumptions, limitations
and exceptions taken or made in the opinion of counsel delivered on the Closing
Date with respect to similar matters.

          No filing or other action, other than such filing or action described
in such opinion, is necessary from the date of such opinion through March 31 of
the following year to continue the perfected status of the interest of the Trust
in the collateral described in the financing statements referred to in such
opinion.

                                       F-1

<PAGE>

                                                                      Exhibit G

                      [FORM OF REASSIGNMENT OF RECEIVABLES]


          REASSIGNMENT NO. __ OF RECEIVABLES, dated as of ________ __, ____, by
and between FIRST USA BANK, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States of America (the "Bank"), and THE
BANK OF NEW YORK (DELAWARE), a banking corporation organized under the laws of
the State of Delaware (the "Trustee"), pursuant to the Pooling and Servicing
Agreement referred to below.

                              W I T N E S S E T H:


          WHEREAS, pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of March 28, 2002, among the Bank, as Transferor and
Servicer, and the Trustee (hereinafter as such agreement may have been, or may
from time to time be, amended, supplemented or otherwise modified, the "Pooling
and Servicing Agreement"), and as indicated in the notice dated , from the Bank
to the Trustee (the "Notice"), the Bank wishes to remove all Receivables from
certain designated Accounts of the Bank specified on Schedule 1-A hereto (the
"Removed Accounts") and to cause the Trustee to reconvey hereby the Receivables
of such Removed Accounts, whether now existing or hereafter created, from the
Trust to the Bank (as each such term is defined in the Pooling and Servicing
Agreement), as more fully described herein; and

          WHEREAS, the Trustee is willing to accept such designation and to
reconvey the Receivables in the Removed Accounts subject to the terms and
conditions hereof.

          NOW THEREFORE, the Bank and the Trustee hereby agree as follows:

          1.    Defined Terms.  All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.

          "Removal Date" shall mean, with respect to the Removed Accounts
designated hereby,_______ ____,_______.

          "Removal Notice Date" shall mean, with respect to the Removed Accounts
designated hereby,______ _ ,__ (which shall be a date on or prior to the fifth
Business Day prior to the Removal Date).

                                       G-1

<PAGE>

          2. Designation of Removed Accounts. The Bank shall deliver to the
Trustee, not later than five Business Days after the Removal Date, a computer
file or microfiche list containing a true and complete list of each VISA(R) and
MasterCard(R) account which as of the Removal Date shall be deemed to be a
Removed Account, such accounts being identified by account number and by the
aggregate amount of Receivables in such accounts as of the close of business on
the Removal Notice Date. The Removed Accounts shall be identified on Schedule 1-
A to this Reassignment and shall be incorporated into and made a part of this
Reassignment as of the Removal Date.

          3. Conveyance of Receivables. The Trustee does hereby reconvey to the
Bank, without recourse on and after the Removal Date, all right, title and
interest of the Trust in and to the Receivables now existing and hereafter
created in the Removed Accounts identified on Schedule 1-A hereto, all monies
due or to become due with respect thereto (including all Finance Charge
Receivables) and all proceeds (as defined in the UCC as in effect in the
applicable jurisdiction) of such Receivables.

          4. Representations and Warranties of the Bank. The Bank hereby
represents and warrants to the Trustee on behalf of the Trust as of the Removal
Date:

             (a) Legal, Valid and Binding Obligation. This Reassignment
         constitutes a legal, valid and binding obligation of the Bank
         enforceable against the Bank in accordance with its terms, except as
         such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting the enforcement of creditors' rights in
         general and the rights of creditors of national banking associations
         and except as such enforceability may be limited by general principles
         of equity (whether considered in a suit at law or in equity).

             (b) Selection Procedures. No selection procedures believed by the
         Bank to be materially adverse to the interests of the
         Certificateholders were utilized in selecting the Removed Accounts to
         be removed from the Trust and either (I) a random selection procedure
         was used by the Bank in selecting the Removed Accounts and only one
         such removal of randomly selected Accounts shall occur in the then
         current Monthly Period, (II) the Removed Accounts arose pursuant to an
         affinity, private-label, agent-bank, co-branding or other arrangement
         with a third party that has been cancelled by such third party or has
         expired without renewal and which by its terms permits the third party
         to repurchase the Accounts subject to such arrangement, upon such
         cancellation or non-renewal and the third party has exercised such
         repurchase right or (III) the Removed Accounts were selected using
         another method that will not preclude transfers of Receivables to the
         Trust from being accounted for as sales under generally accepted
         accounting principles or prevent the Trust from continuing to qualify
         as a qualifying special purpose entity in accordance with SFAS 140.

                                       G-2

<PAGE>

          5.   Representations and Warranties of the Trustee. Since the date of
the transfer by the Bank under the Pooling and Servicing Agreement, the Trustee
has not sold, transferred or encumbered any Receivable in any Removed Account or
any interest therein.

          6.   Conditions Precedent. The amendment of the Pooling and Servicing
Agreement set forth in Section 7 hereof is subject to the satisfaction, on or
prior to the Removal Date, of the following condition precedent:

               The Bank shall have delivered to the Trustee an Officer's
          Certificate in the form of Schedule 2-A to this Reassignment
          certifying that (i) as of the Removal Date, all requirements set forth
          in Section 2.07 of the Pooling and Servicing Agreement for designating
          Removed Accounts and reconveying the Receivables of such Removed
          Accounts, whether now existing or hereafter created, have been
          satisfied, and (ii) each of the representations and warranties made by
          the Bank in Section 4 hereof is true and correct as of the Removal
          Date. 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.

          7.   Amendment of the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement is hereby amended to provide that all references therein to
the "Pooling and Servicing Agreement," to "this Agreement" and "herein" shall be
deemed from and after the Removal Date to be a dual reference to the Pooling and
Servicing Agreement as supplemented by this Reassignment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Pooling and Servicing Agreement shall remain unamended and
shall continue to be, and shall remain, in full force and effect in accordance
with its terms and except as expressly provided herein shall not constitute or
be deemed to constitute a waiver of compliance with or a consent to
non-compliance with any term or provision of the Pooling and Servicing
Agreement.

          8.   Counterparts. This Reassignment may be executed in multiple
counterparts, and by different parties on separate counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

          9.   Governing Law. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.

                                      G-3


<PAGE>

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

                                    FIRST USA BANK, NATIONAL ASSOCIATION,

                                    By: ____________________________________
                                        Name:
                                        Title:

                                    THE BANK OF NEW YORK (DELAWARE),
                                        as Trustee of First USA Credit
                                        Card Master Trust

                                    By: ____________________________________
                                        Name:
                                        Title:

                                       G-4

<PAGE>

                                                               Schedule 1-A
                                                            to Reassignment
                                                             of Receivables

                                REMOVED ACCOUNTS

                                       G-5

<PAGE>
                                                                   Schedule 2-A
                                                                to Reassignment
                                                                 of Receivables

                      First USA Bank, National Association
                       First USA Credit Card Master Trust
                              Officer's Certificate

           ____________________, a duly authorized officer of First USA Bank,
National Association, a national banking association (the "Bank"), hereby
certifies and acknowledges on behalf of the Bank that to the best of [her/his]
knowledge the following statements are true on ______ __, ____ (the "Removal
Date"), and acknowledges on behalf of the Bank that this Officer's Certificate
will be relied upon by The Bank of New York (Delaware), as Trustee (the
"Trustee") of the First USA Credit Card Master Trust in connection with the
Trustee entering into Reassignment No. __ of Receivables in Additional Accounts,
dated as of the related Removal Date (the "Reassignment"), among the Bank, as
Transferor and Servicer (the "Servicer"), and the Trustee, in connection with
the Amended and Restated Pooling and Servicing Agreement, dated as of March 28,
2002 (as heretofore supplemented and amended, the "Pooling and Servicing
Agreement"), by and among the Bank, as Transferor and Servicer, and the Trustee.
The undersigned hereby certifies and acknowledges on behalf of the Bank that:

           (a)  The removal of the Receivables of such Removed Accounts as of
the Removal Date shall not, in the reasonable belief of the Bank, cause a Pay
Out Event to occur.

           (b)  On or prior to the Removal Date, the Bank has delivered to the
Trustee, for execution, the Reassignment (including an acceptance by the Trustee
on behalf of the Trust for the benefit of the Investor Certificateholders) and
within five Business Days after the Removal Date, the Bank shall deliver to the
Trustee a microfiche list as of ______ __, ____ with respect to the Removed
Accounts identified on Schedule 1-A, containing a true and complete list of such
Removed Accounts identified by account number and the aggregate amount of the
Receivables in such Removed Accounts incorporated into and made a part of such
Reassignment and the Pooling and Servicing Agreement.

           (c)  The Reassignment constitutes a legal, valid and binding
obligation of the Bank enforceable against the Bank in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect affecting the enforcement of creditors' rights in general and the rights
of creditors of national banking associations and except as such enforceability
may be limited by general principles of equity (whether considered in a suit at
law or in equity).

                                       G-6

<PAGE>

           (d)   No selection procedures believed by the Bank to be materially
adverse to the interests of the Certificateholders were utilized in selecting
the Removed Accounts to be removed from the Trust and either (I) a random
selection procedure was used by the Bank in selecting the Removed Accounts and
only one such removal of randomly selected Accounts shall occur in the then
current Monthly Period, (II) the Removed Accounts arose pursuant to an affinity,
private-label, agent-bank, co-branding or other arrangement with a third party
that has been cancelled by such third party or has expired without renewal and
which by its terms permits the third party to repurchase the Accounts subject to
such arrangement, upon such cancellation or non-renewal and the third party has
exercised such repurchase right or (III) the Removed Accounts were selected
using another method that will not preclude transfers of Receivables to the
Trust from being accounted for as sales under generally accepted accounting
principles or prevent the Trust from continuing to qualify as a qualifying
special purpose entity in accordance with SFAS 140.

           (e)   After giving effect to the removal of such Removed Accounts,
the Transferor Interest shall not be less than the Minimum Transferor Interest
and the amount of Principal Receivables in the Trust shall not be less than the
Minimum Aggregate Principal Receivables.

           (f)   On or before the fifth Business Day prior to the Removal Date,
the Bank gave the Trustee and the Servicer written notice that the Receivables
from the Removed Accounts are to be reassigned to the Bank or its designee,
specifying the date for removal of the Removed Accounts.

           (g)   All requirements set forth in Section 2.07 of the Pooling and
Servicing Agreement for designating Removed Accounts and conveying the Principal
Receivables of such Accounts, whether now existing or hereafter created, have
been satisfied.

                                       G-7


<PAGE>

           Initially capitalized terms used herein and not otherwise defined are
used as defined in the Pooling and Servicing Agreement.

           IN WITNESS WHEREOF, I have hereunto set my hand as of the ____ day of
_______, ________.


                                           FIRST USA BANK, NATIONAL ASSOCIATION,
                                            as Transferor


                                           By:_________________________________
                                              Name:
                                              Title:

                                      G-8

<PAGE>

                                                                       Exhibit H

                      [FORM OF RECONVEYANCE OF RECEIVABLES]


           RECONVEYANCE of RECEIVABLES, dated as of _______ __,____ by and
between FIRST USA BANK, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States of America (the "Transferor"), and
THE BANK OF NEW YORK (DELAWARE), a banking corporation organized under the laws
of the State of Delaware (the "Trustee"), pursuant to the Pooling and Servicing
Agreement referred to below.

                              W I T N E S S E T H:

           WHEREAS, the Transferor and the Trustee are parties to the Amended
and Restated Pooling and Servicing Agreement, dated as of March 28, 2002
(hereinafter as such agreement may have been, or may from time to time be,
amended, supplemented or otherwise modified, the "Pooling and Servicing
Agreement");

           WHEREAS, pursuant to the Pooling and Servicing Agreement, the
Transferor wishes to cause the Trustee to reconvey all of the Receivables and
proceeds thereof, whether now existing or hereafter created, from the Trust to
the Transferor pursuant to the terms of Section 12.04 of the Pooling and
Servicing Agreement upon termination of the Trust pursuant to subsection
12.01(a) of the Pooling and Servicing Agreement (as each such term is defined in
the Pooling and Servicing Agreement); and

           WHEREAS, the Trustee is willing to reconvey the Receivables subject
to the terms and conditions hereof;

           NOW THEREFORE, the Transferor and the Trustee hereby agree as
follows:

           1. Defined Terms. All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein,
unless otherwise defined herein.

           "Reconveyance Date" shall mean __________ __, ____.

           2. Return of Lists of Accounts. The Trustee shall deliver to the
Transferor, not later than three Business Days after the Reconveyance Date, each
and every computer file or microfiche list of Accounts delivered to the Trustee
pursuant to the terms of the Pooling and Servicing Agreement.



<PAGE>

           3. Conveyance of Receivables. (a) The Trustee does hereby reconvey
to the Transferor, without recourse, on and after the Reconveyance Date, all
right, title and interest of the Trust in and to each and every Receivable now
existing and hereafter created in the Accounts, all monies due or to become due
with respect thereto (including all Finance Charge Receivables, all proceeds (as
defined in Section 9-306 of the UCC as in effect in the applicable jurisdiction)
of such Receivables, except for amounts, if any, held by the Trustee pursuant to
subsection 12.03(b) of the Pooling and Servicing Agreement.

              (b) In connection with such transfer, the Trustee agrees to
         execute and deliver to the Transferor on or prior to the date of this
         Reconveyance, such UCC termination statements as the Transferor may
         reasonably request, evidencing the transfer of the Receivables from the
         Trust to the Transferor and the release by the Trust of its lien on the
         Receivables.

           4. Counterparts. This Reconveyance 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 together shall constitute one and the
same instrument.

           5. Governing Law. THIS RECONVEYANCE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.

                                       H-2



<PAGE>

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

                                           FIRST USA BANK, NATIONAL ASSOCIATION,
                                                as Transferor

                                           By __________________________________
                                              Title:


                                           THE BANK OF NEW YORK (DELAWARE),
                                              as Trustee


                                           By _________________________________
                                              Title:

                                       H-3

<PAGE>

                                                                      Schedule 1

                                LIST OF ACCOUNTS

                            Delivered to Trustee only

                              [Deemed Incorporated]