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                                                                     EXHIBIT 4.1


                                                                  EXECUTION COPY

                              AMENDMENT NUMBER TWO
                                       TO
                            SERIES 1999-C SUPPLEMENT

      THIS AMENDMENT NUMBER TWO (this "Amendment") dated as of June 26, 2003,
amends that SERIES 1999-C SUPPLEMENT dated as of November 3, 1999 as previously
amended by the Fleet Credit Card Master Trust II Amendment to Series Supplements
dated as of January 1, 2002 (the Series 1999-C Supplement, as amended, the
"Supplement").

      The Supplement and this Amendment are by and among FLEET CREDIT CARD
FUNDING TRUST, a Delaware statutory trust, as Transferor (the "Transferor"),
FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as
Servicer (the "Servicer") and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly
Bankers Trust Company), a New York banking corporation, as Trustee (the
"Trustee").

      The Supplement creates and sets forth the terms of a Series of Investor
Certificates known as "Fleet Credit Card Master Trust II, Series 1999-C." The
Series of Investor Certificates created by the Supplement were issued in two
Classes. The first Class is known as the "Class A 6.90% Asset Backed
Certificates, Series 1999-C" and the second Class is known as the "Class B 7.20%
Asset Backed Certificates, Series 1999-C." In addition, a third Class of
interests in the Trust known as the "Collateral Interest, Series 1999-C" was
created which, except as expressly provided in the Supplement, is deemed to be
an "Investor Certificate" for all purposes under the Supplement and the
Agreement (as defined in the following paragraph).

      The Supplement supplements that Amended and Restated Pooling and Servicing
Agreement dated as of December 1, 1993 and amended and restated as of January 1,
2002 and as further amended by the Amendment Number 1 dated as of April 1, 2002
(the Amended and Restated Pooling and Servicing Agreement, as so amended, the
"Pooling and Servicing Agreement") which is among the Transferor, the Servicer
and the Trustee.

      Terms used in this Amendment and not defined herein shall have the meaning
assigned to such terms in the Supplement or, if not defined in the Supplement,
shall have the meaning assigned to such terms in the Pooling and Servicing
Agreement.

                                    RECITALS

      WHEREAS, the Transferor and the Servicer wish to amend the Supplement as
provided in this Amendment in accordance with Section 13.01 of the Pooling and
Servicing Agreement and the Trustee is willing to consent to such amendment upon
the terms provided herein.


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      NOW THEREFORE, in consideration of the premises and agreements contained
herein, the parties hereto agree as follows:

      SECTION 1. Amendment to Section 6.1 of the Supplement. Clause (d) of
Section 6.1 of the Supplement is hereby amended and restated in its entirety to
read as follows:

            (d) the (i) Net Portfolio Yield plus the Yield from Excess Finance
      Charges averaged over three consecutive Monthly Periods is less than (ii)
      the Base Rate averaged over such period; provided that, for purposes of
      this clause (d) the "Yield from Excess Finance Charges" shall mean, with
      respect to each Monthly Period, (x) the annualized percentage equivalent
      of a fraction, the numerator of which is equal to the Excess Finance
      Charges allocated to Series 1999-C with respect to such Monthly Period and
      the denominator of which is the Investor Amount as of the last day of the
      preceding Monthly Period or (y) 0% for each of the Monthly Periods in the
      calculation period if any other Pay Out Event has occurred with respect to
      Series 1999-C, any Pay Out Event has occurred with respect to any other
      Series in Group One, a Servicer Default has occurred or the Base Rate
      exceeds the Net Portfolio Yield by more than 2.00% for any of such three
      Monthly Periods.

      SECTION 2. Supplement in Full Force and Effect as Amended. Except as
specifically amended hereby, all of the terms and conditions of the Supplement
shall remain in full force and effect. All references to the Supplement in any
other document or instrument shall be deemed to mean such Supplement as amended
by this Amendment. This Amendment shall not constitute a novation of the
Supplement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Supplement, as amended by this
Amendment, as though the terms and obligations of the Supplement were set forth
herein.

      SECTION 3. Counterparts. This Amendment may be executed in any number of
counterparts and by separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all such counterparts taken
together shall constitute one and the same instrument.

      SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                      -2-

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Supplement to be duly executed by their respective authorized officers as of
the day and year first above written.

                                        FLEET BANK (RI), NATIONAL ASSOCIATION,
                                        Servicer

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

                                        FLEET CREDIT CARD FUNDING TRUST,
                                        Transferor

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

                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                        (formerly Bankers Trust Company), not
                                          in its individual capacity, but solely
                                          as Trustee


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


    [SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO THE SERIES 1999-C SUPPLEMENT]