UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For fiscal year ended December 31, 2009
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission File Number of Issuing Entity: 333-163856-01
 FIRST NATIONAL MASTER NOTE TRUST
   FIRST NATIONAL FUNDING LLC
  FIRST NATIONAL BANK OF OMAHA
  Nebraska
    
    Not Applicable(State or other jurisdiction of incorporation or organization of 
Issuing Entity)
    
    (IRS Employer Identification No. of Issuing
Entity)
 1620 Dodge Street, Stop Code 3084, Omaha, Nebraska
    
    68197(Address of principal executive offices of Issuing Entity)
    
    (Zip Code)
 (Issuing Entitys telephone number, including area code)
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  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o o þ




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PART I
 THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
 (A)
    
    Item 1:
    
    Business(B)
    
    Item 1A:
    
    Risk Factors(C)
    
    Item 2:
    
    Properties(D)
    
    Item 3:
    
    Legal Proceedings(E)
    
    Item 4:
    
    Submission of Matters to a Vote of Security Holders [Reserved.]
 Item 1B. Unresolved Staff Comments
  PART II
 THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
 (F)
    
    Item 5:
    
    Market for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity
 Securities(G)
    
    Item 6:
    
    Selected Financial Data(H):
    
    Item 7:
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operation(I)
    
    Item 7A:
    
    Quantitative and Qualitative Disclosures About Market Risk(J)
    
    Item 8:
    
    Financial Statements and Supplementary Data(K)
    
    Item 9:
    
    Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure(L)
    
    Item 9A:
    
    Controls and Procedures
 Item 9A (T). Controls and Procedures
  Item 9B. Other Information
  PART III
 THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
 (M)
    
    Item 10:
    
    Directors, Executive Officers and Corporate Governance(N)
    
    Item 11:
    
    Executive Compensation(O)
    
    Item 12:
    
    Security Ownership of Certain
Beneficial Owners  and Management and Related Stockholder Matters(P)
    
    Item 13:
    
    Certain Relationships and Related Transactions, and Director
Independence




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(Q)
    
    Item 14:
    
    Principal Accountant Fees and Services
 PART IV
 Item 15. Exhibits and Financial Statement Schedules
 a)
    
    Listed below are the documents filed as part of this report:
 1)
    
    Financial Statements. None. In accordance with General
Instruction J to Form 10-K, the Financial Statements required by Item 8 of Form
10-K have been omitted.2)
    
    Financial Schedules. None. In accordance with General
Instruction J to Form 10-K, any Financial Schedules required by Item 8 of Form
10-K have been omitted.3)
    
    Exhibits. See Item 15(b) below.
 b)
    
    The exhibits listed on the Exhibit Index are filed as part of, or incorporated by
reference into, this report on Form 10-K.c)
    
    See Item 15(a) above.
 SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)
  Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain
Derivatives Instruments (Financial Information Regarding Significant Enhancement Providers)
  Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information)
 Not applicable.
 2




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Item 1117 of Regulation AB Legal Proceedings
 In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litigation
 In re:
Payment Card Interchange Fee and Merchant Discount Antitrust Litigation
  Daubert
  Other Litigation Concerning the Credit Card Industry
  3




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Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions
  Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
  4




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Payments on pool assets are deposited into the appropriate custodial bank accounts
and related bank clearing accounts no more than two business days of receipt, or such other number
of days specified in the transaction agreements.
    Item 1123 of Regulation AB. Servicer Compliance Statement
  5




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SIGNATURES
  Dated:  March 29, 2010
    FIRST NATIONAL MASTER NOTE TRUSTBy:
    First National Bank of Omaha,As Servicer of First National Master Note TrustBy:
    /s/ Timothy D. HartTimothy D. Hart, Senior Vice President




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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.




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EXHIBIT INDEX
 Exhibit 3.1
    
    Articles of Organization of First National Funding LLC*Exhibit 3.2
    
    Operating Agreement of First National Funding LLC, dated as of October 24, 2002*Exhibit 4.1
    
    Master Indenture, dated as of October 24, 2002, between First National Master Note Trust and The Bank of New
York*Exhibit 4.2
    
    First Amendment to Master Indenture, dated as of November 17, 2003, between First National Master Note Trust
and The Bank of New York*Exhibit 4.3
    
    Series 2007-1 Indenture Supplement**Exhibit 4.4
    
    Series 2007-2 Indenture Supplement***Exhibit 4.5
    
    Series 2009-1 Indenture Supplement****Exhibit 4.6
    
    Series 2009-3 Indenture Supplement*****Exhibit 4.7
    
    Transfer and Servicing Agreement, dated as of October 24, 2002, among First National Funding LLC, First
National Bank of Omaha and First National Master Note Trust*Exhibit 4.8
    
    First Amendment to Transfer and Servicing Agreement**Exhibit 4.9
    
    Second Amendment to Transfer and Servicing Agreement***Exhibit 4.10
    
    Trust Agreement of First National Master Note Trust, dated as of October 16, 2002, between First National
Funding LLC and Wilmington Trust Company*Exhibit 4.11
    
    Administration Agreement, dated as of October 24, 2002, between First National Master Note Trust and First
National Bank of Omaha*Exhibit 4.12
    
    First Amendment to Administration Agreement dated May 18, 2009 to Administration Agreement****Exhibit 4.13
    
    Receivables Purchase Agreement, dated as of October 24, 2002, between First National Bank of Omaha and First
National Funding LLC*Exhibit 4.14
    
    Services Agreement**
 
 *
    
    Incorporated by reference from registrants
Form S-3 filed on January 29, 2007, file no. 333-140273**
    
    Incorporated by reference from registrants
Form 8-K filed on April 30, 2007, file no. 333-140273-01.***
    
    Incorporated by reference from registrants
Form 8-K filed on December 4, 2007, file no. 333-140273-01.****
    
    Incorporated by reference from registrants Form 8-K filed on June
12, 2009, file no. 333-140273-01.*****
    
    Incorporated by reference from registrants Form 8-K filed on August
17 2009, file no. 333-140273-01.




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Exhibit 4.15
    
    Collection Agreement******Exhibit 23.1
    
    Consent of Independent Registered Public Accounting Firm.Exhibit 31.1
    
    Certification pursuant to Rule 13a-14(a)/ 15d14(a) of the Securities Exchange Act of 1934 (Section 302
Certification).Exhibit 33.1
    
    Report on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB)
concerning servicing activities of FNBO for the year ended December 31, 2009.Exhibit 33.2
    
    Report on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB)
concerning servicing activities of FNCCC for the year ended December 31, 2009.Exhibit 33.3
    
    Report on Assessment of Compliance with Servicing Criteria (pursuant to Item 1122 of Regulation AB)
concerning servicing activities of the Trustee for the year ended December 31, 2009.Exhibit 34.1
    
    Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of FNBO for
the year ended December 31, 2009.Exhibit 34.2
    
    Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of FNCCC for
the year ended December 31, 2009.Exhibit 34.3
    
    Independent Registered Public Accounting Firm Attestation Report concerning servicing activities of the
Trustee for the year ended December 31, 2009.Exhibit 35.1
    
    Servicer Compliance Statement (pursuant to Item 1123 of Regulation AB) of FNBO for the year ended December
31, 2009.Exhibit 35.2
    
    Servicer Compliance Statement (pursuant to Item 1123 of Regulation AB) of FNCC for the year ended December
31, 2009.
 
 ******
    
    Incorporated by reference from registrants Form
8-K filed on April 30, 2007, file no. 333-140273-01.