<PAGE>

                                                                     EXHIBIT 4.2

================================================================================

                       SERIES 2003-1 INDENTURE SUPPLEMENT
                           Dated as of March 20, 2003

                                       to

                                MASTER INDENTURE
                          Dated as of October 24, 2002

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

                        FIRST NATIONAL MASTER NOTE TRUST,
                                     Issuer,

                                       and

                              THE BANK OF NEW YORK,
                 Indenture Trustee on behalf of the Noteholders

================================================================================

                        FIRST NATIONAL MASTER NOTE TRUST

================================================================================

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                                TABLE OF CONTENTS

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                                                                                                                      Page
<S>                                                                                                                   <C>
                                                         ARTICLE I

         CREATION OF THE SERIES 2003-1 NOTES..................................................................         1

                                                         ARTICLE II

         DEFINITIONS..........................................................................................         1

                                                        ARTICLE III

                                                  NOTEHOLDER SERVICING FEE

Section 3.01. Servicing Compensation..........................................................................        14

                                                         ARTICLE IV

                            RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01. Collections and Allocations.....................................................................        14
Section 4.02. Determination of Monthly Interest...............................................................        16
Section 4.03. Determination of Monthly Principal..............................................................        18
Section 4.04. Application of Available Finance Charge Collections and Available Principal Collections.........        18
Section 4.05. Investor Charge-Offs............................................................................        21
Section 4.06. Reallocated Principal Collections...............................................................        21
Section 4.07. Excess Finance Charge Collections...............................................................        21
Section 4.08. Excess Principal Collections....................................................................        22
Section 4.09. Certain Series Accounts.........................................................................        22
Section 4.10. Reserve Account.................................................................................        24
Section 4.11. Reserved........................................................................................        26
Section 4.12. Spread Account..................................................................................        26
Section 4.13. Investment Instructions.........................................................................        28
Section 4.14. Accumulation Period.............................................................................        28
Section 4.15. Suspension of Accumulation Period...............................................................        29
Section 4.16. Determination of LIBOR..........................................................................        31
Section 4.17. Interchange.....................................................................................        31
Section 4.18. Foreign Accounts................................................................................        32

                                                         ARTICLE V

                                  DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS

Section 5.01. Delivery and Payment for the Series 2003-1 Notes................................................        32
Section 5.02. Distributions...................................................................................        32
</TABLE>

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<TABLE>
<S>                                                                                                                   <C>
Section 5.03. Reports and Statements to Series 2003-1 Noteholders.............................................        33

                                                         ARTICLE VI

         Series 2003-1 Pay Out Events.........................................................................        34

                                                        ARTICLE VII

                                    REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION

Section 7.01. Optional Redemption of Series 2003-1 Notes; Final Distributions.................................        35
Section 7.02. Series Termination..............................................................................        37

                                                        ARTICLE VIII

                                                  MISCELLANEOUS PROVISIONS

Section 8.01. Ratification of Indenture; Amendments...........................................................        37
Section 8.02. Form of Delivery of the Series 2003-1 Notes.....................................................        37
Section 8.03. Counterparts....................................................................................        37
Section 8.04. Governing Law...................................................................................        37
Section 8.05. Limitation of Liability.........................................................................        37
Section 8.06. Rights of Indenture Trustee.....................................................................        38
Section 8.07. Additional Requirements for Registration of and Limitations on Transfer
              and Exchange of Notes...........................................................................        38
</TABLE>

EXHIBIT A-1      FORM OF CLASS A NOTE
EXHIBIT A-2      FORM OF CLASS B NOTE
EXHIBIT A-3      FORM OF CLASS C NOTE
EXHIBIT B        FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                 NOTIFICATION TO INDENTURE TRUSTEE
EXHIBIT C        FORM OF MONTHLY REPORT TO NOTEHOLDERS
EXHIBIT D        FORM OF MONTHLY SERVICER'S CERTIFICATE


                                       ii
<PAGE>

                       SERIES 2003-1 INDENTURE SUPPLEMENT

SERIES 2003-1 INDENTURE SUPPLEMENT, dated as of March 20, 2003 (the "Indenture
Supplement"), between FIRST NATIONAL MASTER NOTE TRUST, a statutory trust
organized and existing under the laws of the State of Delaware (herein, "Issuer"
or the "Trust"), and THE BANK OF NEW YORK, a New York banking corporation, not
in its individual capacity, but solely as indenture trustee (herein, together
with its successors in the trusts thereunder as provided in the Master Indenture
referred to below, "Indenture Trustee") under the Master Indenture, dated as of
October 24, 2002 (the "Indenture"), between Issuer and Indenture Trustee (the
Indenture, together with this Indenture Supplement, the "Agreement").

Pursuant to Section 2.11 of the Indenture, Transferor may direct Issuer to issue
one or more Series of Notes. The Principal Terms of this Series are set forth in
this Indenture Supplement to the Indenture.

                                   ARTICLE I

                       CREATION OF THE SERIES 2003-1 NOTES

There is hereby created and designated a Series of Notes to be issued pursuant
to the Indenture and this Indenture Supplement to be known as "First National
Master Note Trust, Series 2003-1" or the "Series 2003-1 Notes." The Series
2003-1 Notes shall be issued in three Classes, known as the "Class A Floating
Rate Asset Backed Notes, Series 2003-1," the "Class B 2.76% Asset Backed Notes,
Series 2003-1," and the "Class C Floating Rate Asset Backed Notes, Series
2003-1."

Series 2003-1 shall be included in Group One and shall be a Principal Sharing
Series. Series 2003-1 shall be an Excess Allocation Series with respect to Group
One only. Series 2003-1 shall not be subordinated to any other Series and shall
not be a Paired Series.

                                   ARTICLE II

                                   DEFINITIONS

Whenever used in this Indenture Supplement, the following words and phrases
shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.

"Accumulation Period" means, unless a Pay Out Event shall have occurred prior
thereto, the period commencing at the opening of business on the Controlled
Accumulation Date and ending on the first to occur of (a) the commencement of
the Rapid Amortization Period and (b) the Series Termination Date.

"Accumulation Period Length" is defined in Section 4.14.

"Accumulation Shortfall" means (a) for the first Distribution Date during the
Accumulation Period, zero; and (b) thereafter, for any Distribution Date during
the Accumulation Period, the excess, if any, of the Controlled Deposit Amount
for the previous Distribution Date over the

<PAGE>

amount deposited into the Principal Accumulation Account pursuant to subsection
4.04(c)(i) for the previous Distribution Date.

"Allocation Percentage" means, with respect to any Monthly Period, the
percentage equivalent of a fraction:

            (a) the numerator of which shall be equal to:

                  (i) for Principal Collections during the Revolving Period, and
            for Finance Charge Collections during the Revolving Period and the
            Accumulation Period, and for Default Amounts at any time, the
            Collateral Amount at the end of the last day of the prior Monthly
            Period (or, in the case of the Monthly Period in which the Closing
            Date occurs, on the Closing Date); or

                  (ii) for Finance Charge Collections during the Rapid
            Amortization Period and for Principal Collections during the Rapid
            Amortization Period and the Accumulation Period, the Collateral
            Amount at the end of the last day of the Revolving Period, or, with
            respect to Finance Charge Collections, if later, at the end of the
            last day of the Accumulation Period;

      provided, however, that prior to the occurrence of a Pay Out Event
      Transferor may, by written notice to Indenture Trustee, Servicer and each
      Rating Agency, reduce the numerator used for purposes of allocating
      Principal Collections and Finance Charge Collections to Series 2003-1 at
      any time if (x) the Rating Agency Condition shall have been satisfied with
      respect to such reduction and (y) Transferor shall have delivered to
      Indenture Trustee an Officer's Certificate to the effect that, based on
      the facts known to such officer at that time, in the reasonable belief of
      Transferor, such designation will not cause a Pay Out Event or an event
      that, after the giving of notice or the lapse of time, would cause a Pay
      Out Event to occur with respect to Series 2003-1; and provided, further,
      that Transferor may designate that the numerator for Finance Charge
      Collections during the Rapid Amortization Period will be the Collateral
      Amount at the end of the last day of the prior Monthly Period by notice to
      Servicer and Indenture Trustee, if the Rating Agency Condition has been
      met; and

            (b) the denominator of which shall be the greater of (x) the
      Aggregate Principal Balance determined as of the close of business on the
      last day of the prior Monthly Period and (y) the sum of the numerators
      used to calculate the allocation percentages for allocations with respect
      to Finance Charge Collections, Principal Collections or Default Amounts,
      as applicable, for all outstanding Series and all outstanding Series under
      (and as defined in) the Pooling and Servicing Agreement (other than any
      Series represented by the Collateral Certificate) on such date of
      determination; provided, that if one or more Reset Dates occur in a
      Monthly Period, the denominator of the Allocation Percentage for the
      portion of the Monthly Period falling on and after such Reset Date and
      prior to any subsequent Reset Date will be recalculated for such period
      using amounts determined as of the close of business on the subject Reset
      Date.

"Available Finance Charge Collections" means, for any Monthly Period, an amount
equal to the sum of (a) the Investor Finance Charge Collections for such Monthly
Period, plus (b) the Excess


                                       2
<PAGE>

Finance Charge Collections allocated to Series 2003-1 for such Monthly Period,
plus (c) Principal Accumulation Investment Proceeds, if any, with respect to the
related Transfer Date, plus (d) amounts on deposit in the Reserve Account and
Spread Account deposited into the Finance Charge Account on the related Transfer
Date to be treated as Available Finance Charge Collections pursuant to
subsections 4.10(b) or (d) and 4.12(g).

"Available Principal Collections" means, for any Monthly Period, an amount equal
to the sum of (a) the Investor Principal Collections for such Monthly Period,
minus (b) the amount of Reallocated Principal Collections with respect to such
Monthly Period which pursuant to Section 4.06 are required to be applied on the
related Distribution Date, plus (c) any Excess Principal Collections, plus (d)
the aggregate amount to be treated as Available Principal Collections pursuant
to subsections 4.04(a)(v) and (vi) for the related Distribution Date.

"Available Reserve Account Amount" means, for any Transfer Date, the lesser of
(a) the amount on deposit in the Reserve Account (after taking into account any
interest and earnings retained in the Reserve Account pursuant to subsection
4.10(b) on such date, but before giving effect to any deposit to or withdrawal
from the Reserve Account made or to be made on such date) and (b) the Required
Reserve Account Amount for such Transfer Date.

"Available Spread Account Amount" means, for any Transfer Date, an amount equal
to the lesser of (a) the amount on deposit in the Spread Account (exclusive of
Investment Earnings on such date and before giving effect to any deposit to, or
withdrawal from, the Spread Account made or to be made with respect to such
date) and (b) the Required Spread Account Amount, in each case on such Transfer
Date.

"Base Rate" means, for any Monthly Period, the annualized percentage equivalent
of a fraction, (a) the numerator of which is equal to the sum of (i) the Monthly
Interest and (ii) the Noteholder Servicing Fee (calculated by assuming that
Interchange equals or exceeds Servicer Interchange for such Monthly Period),
each with respect to the related Distribution Date, and (b) the denominator of
which is the Collateral Amount plus amounts on deposit in the Principal
Accumulation Account as of the first day of such Monthly Period.

"Class A Default Interest" is defined in subsection 4.02(a).

"Class A Interest Shortfall" is defined in subsection 4.02(a).

"Class A Monthly Interest Payment" is defined in subsection 4.02(a).

"Class A Note Initial Principal Balance" means $415,000,000.

"Class A Note Interest Rate" means a per annum rate of 0.10% in excess of LIBOR
as determined on the LIBOR Determination Date for the applicable Interest
Period.

"Class A Note Principal Balance" means, on any date of determination, an amount
equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate
amount of principal payments made to Class A Noteholders on or prior to such
date.

"Class A Noteholder" means the Person in whose name a Class A Note is registered
in the Note Register.

"Class A Notes" means any one of the Notes executed by Issuer and authenticated
by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-1.


                                       3
<PAGE>

"Class A Required Amount" means, for any Distribution Date, an amount equal to
the excess of the amounts described in subsection 4.04(a)(i) over the Available
Finance Charge Collections applied to pay such amount pursuant to subsection
4.04(a).

"Class B Default Interest" is defined in subsection 4.02(b).

"Class B Interest Shortfall" is defined in subsection 4.02(b).

"Class B Monthly Interest Payment" is defined in subsection 4.02(b).

"Class B Note Initial Principal Balance" means $38,750,000.

"Class B Note Interest Rate" means a per annum rate of 2.76%.

"Class B Note Principal Balance" means, on any date of determination, an amount
equal to (a) the Class B Note Initial Principal Balance, minus (b) the aggregate
amount of principal payments made to Class B Noteholders on or prior to such
date.

"Class B Noteholder" means the Person in whose name a Class B Note is registered
in the Note Register.

"Class B Notes" means any one of the Notes executed by Issuer and authenticated
by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-2.

"Class B Required Amount" means, for any Distribution Date, an amount equal to
the excess of the amount described in subsection 4.04(a)(ii) over the Available
Finance Charge Collections applied to pay such amount pursuant to subsection
4.04(a).

"Class C Default Interest" is defined in subsection 4.02(c).

"Class C Interest Shortfall" is defined in subsection 4.02(c).

"Class C Monthly Interest Payment" is defined in subsection 4.02(c).

"Class C Note Initial Principal Balance" means $46,250,000.

"Class C Note Interest Rate" means a per annum rate of 1.60% in excess of LIBOR
as determined on the LIBOR Determination Date for the applicable Interest
Period.

"Class C Note Principal Balance" means, on any date of determination, an amount
equal to (a) the Class C Note Initial Principal Balance, minus (b) the aggregate
amount of principal payments made to Class C Noteholders on or prior to such
date.

"Class C Noteholder" means the Person in whose name a Class C Note is registered
in the Note Register.

"Class C Notes" means any one of the Notes executed by Issuer and authenticated
by or on behalf of Indenture Trustee, substantially in the form of Exhibit A-3
or Exhibit A-4.

"Closing Date" means March 20, 2003.

"Collateral Amount" means, as of any date of determination, an amount equal to
the result of (a) the Initial Collateral Amount, minus (b) the amount of
principal previously paid to the Series 2003-1 Noteholders (other than any
principal payments made from funds on deposit in the Spread Account), minus (c)
the balance on deposit in the Principal Accumulation Account, minus (d) the
excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated


                                       4
<PAGE>

Principal Collections over the reimbursements of such amounts pursuant to
subsection 4.04(a)(vi) prior to such date.

"Controlled Accumulation Amount" means, (a) for any Transfer Date with respect
to the Accumulation Period an amount equal to one-twelfth of the Collateral
Amount at the end of the Revolving Period; provided, however, that if the
Accumulation Period Length is determined to be less than 12 months pursuant to
Section 4.14 or 4.15, the Controlled Accumulation Amount shall be equal to (i)
the Initial Collateral Amount divided by (ii) the Accumulation Period Length;
provided, further, that the Controlled Accumulation Amount for any Transfer Date
shall not exceed the Note Principal Balance minus any amount already on deposit
in the Principal Accumulation Account on the Transfer Date.

"Controlled Accumulation Date" means March 1, 2005, or such later date as is
determined in accordance with Sections 4.14 and 4.15.

"Controlled Deposit Amount" means, for any Transfer Date with respect to the
Accumulation Period, an amount equal to the sum of the Controlled Accumulation
Amount for such Transfer Date and any existing Accumulation Shortfall.

"Covered Amount" means an amount, determined as of each Transfer Date for any
Interest Period, equal to the sum of (a) the product of (i) a fraction the
numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class A Note Interest Rate in effect
with respect to such Interest Period, times (iii) the aggregate amount on
deposit in the Principal Accumulation Account up to the Class A Note Principal
Balance as of the Record Date preceding such Transfer Date, plus (b) the product
of (i) a fraction the numerator of which is 30 and the denominator of which is
360, times (ii) the Class B Note Interest Rate in effect with respect to such
Interest Period, times (iii) the aggregate amount on deposit in the Principal
Accumulation Account in excess of the Class A Principal Balance as of the Record
Date preceding such Transfer Date up to the Class B Principal Balance as of the
Record Date preceding such Transfer Date, plus (c) the product of (i) a fraction
the numerator of which is the actual number of days in such Interest Period and
the denominator of which is 360, times (ii) the Class C Note Interest Rate in
effect with respect to such Interest Period, times (iii) the aggregate amount on
deposit in the Principal Accumulation Account in excess of the sum of the Class
A Principal Balance and the Class B Principal Balance as of the Record Date
preceding such Transfer Date.

"Default Amount" means, with respect to any Transfer Date, the aggregate amount
of Principal Receivables (other than Ineligible Receivables) in Accounts which
became Defaulted Accounts during the Related Monthly Period.

"Default Interest" means, for any Distribution Date, Class A Default Interest,
Class B Default Interest and Class C Default Interest for such Distribution
Date.

"Designated Maturity" means, for any LIBOR Determination Date, one month;
provided that LIBOR for the initial Interest Period will be determined by
straight-line interpolation (based on the actual number of days in the initial
Interest Period) between two rates determined in accordance with the definition
of LIBOR, one of which will be determined for a Designated Maturity of one month
and the other of which will be determined for a Designated Maturity of two
months.


                                       5
<PAGE>

"Dilution" means any downward adjustment made by Servicer in the amount of any
Receivable (a) because of a rebate, refund, unauthorized charge, fraudulent or
counterfeit charge or billing error to an accountholder, (b) because such
Receivable was created in respect of merchandise which was refused or returned
by an accountholder, (c) because of a credit pursuant to a debt cancellation or
debt deferral program which is not recovered from Collections or from Insurance
Proceeds or (d) for any other reason other than receiving Collections therefor
or charging off such amount as uncollectible.

"Distribution Account" is defined in subsection 4.09(a).

"Distribution Date" means May 15, 2003 and the 15th day of each calendar month
thereafter, or if such 15th day is not a Business Day, the next succeeding
Business Day.

"Excess Servicing Fee" means, for each Distribution Date following a Servicer
Default and the appointment of a Successor Servicer, an amount equal to
one-twelfth of the product of the Collateral Amount as of the last day of the
preceding Monthly Period and the excess of the market rate servicing fee
percentage determined by Indenture Trustee over the Servicing Fee Percentage.
Indenture Trustee may determine the market rate servicing fee percentage by
soliciting three or more written bids from qualified successors services and
averaging the rates offered in the bids.

"Excess Spread Percentage" means Net Yield.

"Expected Principal Payment Date" means March 15, 2006.

"Finance Charge Account" is defined in Section 4.09(a).

"Finance Charge Collections" means Collections of Finance Charge Receivables.

"Finance Charge Shortfall" is defined in Section 4.07.

"Foreign Account" means an Account, which as of the Cut Off Date (or, with
respect to Additional Accounts, as of the relevant Addition Date) was an
Eligible Account, but subsequent to such date the Obligor of which has provided,
as its most recent billing address, an address which is not located in the
United States or its territories or possessions.

"Group One" means Series 2003-1, the outstanding PSA Series (other than any
Series represented by the Collateral Certificate) and each other Series
hereafter specified in the related Indenture Supplement to be included in Group
One.

"Initial Collateral Amount" means $500,000,000.

"Interest Period" means, for any Distribution Date, the period from and
including the Distribution Date immediately preceding such Distribution Date
(or, in the case of the first Distribution Date, from and including the Closing
Date) to but excluding such Distribution Date.

"Investment Earnings" means, for any Distribution Date, all interest and
earnings on Permitted Investments included in the Spread Account (net of losses
and investment expenses) during the period commencing on and including the
Distribution Date immediately preceding such Distribution Date and ending on but
excluding such Distribution Date.

"Investor Charge-Offs" is defined in Section 4.05.


                                       6
<PAGE>

"Investor Default Amount" means, with respect to any Monthly Period, an amount
equal to the product of (a) the Default Amount for such Monthly Period and (b)
the Allocation Percentage for Default Amounts for such Monthly Period.

"Investor Finance Charge Collections" means, with respect to any Date of
Processing, an amount equal to the product of (a) the Allocation Percentage for
such Date of Processing and (b) Collections in respect of Finance Charge
Receivables received on such date and, with respect to any Monthly Period, the
aggregate of such sums for each Date of Processing in such Monthly Period.

"Investor Principal Collections" means, with respect to any Date of Processing,
an amount equal to the product of (a) the Allocation Percentage for such day and
(b) Collections in respect of Principal Receivables received on such Date of
Processing and, with respect to any Monthly Period, the aggregate of such sums
for each Date of Processing in such Monthly Period.

"LIBOR" means, for any Interest Period, an interest rate per annum for such
Interest Period determined by Indenture Trustee in accordance with the
provisions of Section 4.16.

"LIBOR Determination Date" means (i) March 18, 2003 for the period from and
including the Closing Date through and including May 14, 2003 and (ii) the
second London Business Day prior to the commencement of each subsequent Interest
Period.

"London Business Day" means any day on which dealings in deposits in United
States dollars are transacted in the London interbank market.

"Monthly Interest" means, for any Distribution Date, the sum of the Class A
Monthly Interest Payment, the Class B Monthly Interest Payment, and the Class C
Monthly Interest Payment for such Distribution Date.

"Monthly Period" means the period from and including the first day of the
calendar month preceding a related Distribution Date to and including the last
day of such calendar month; provided that the Monthly Period related to the May
15, 2003 Distribution Date shall mean the period from and including the Closing
Date to and including the last day of April, 2003.

"Monthly Principal" is defined in Section 4.03.

"Monthly Principal Reallocation Amount" means, for any Monthly Period, an amount
equal to the sum of:

            (a) the lower of (i) the Class A Required Amount and (ii) the
      greater of (A)(x) the product of (I) 17.00% and (II) the Initial
      Collateral Amount minus (y) the amount of unreimbursed Investor
      Charge-Offs (after giving effect to Investor Charge-Offs for the related
      Monthly Period) and unreimbursed Reallocated Principal Collections (as of
      the previous Distribution Date) and (B) zero; and

            (b) the lower of (i) the sum of the Class B Required Amount and the
      Servicing Fee Required Amount and (ii) the greater of (A)(x) the product
      of (I) 9.25% and (II) the Initial Collateral Amount minus (y) the amount
      of unreimbursed Investor Charge-Offs (after giving effect to Investor
      Charge-Offs for the related Monthly Period) and unreimbursed Reallocated
      Principal Collections (as of the previous Distribution Date and as
      determined pursuant to clause (a) above) and (B) zero.


                                       7
<PAGE>

"Net Yield" means, with respect to any Monthly Period, Portfolio Yield with
respect to such Monthly Period minus the Base Rate with respect to such Monthly
Period.

"Note Principal Balance" means, on any date of determination, an amount equal to
the sum of the Class A Note Principal Balance, the Class B Note Principal
Balance and the Class C Note Principal Balance.

"Noteholder Servicing Fee" is defined in Section 3.01.

"Paired Series" means a Series that has been paired with Series 2003-1 (which
Series may be prefunded or partially prefunded or may be a Variable Interest)
such that a reduction of the Collateral Amount results in (or permits) an
increase of the Collateral Amount of the Paired Series.

"Percentage Allocation" is defined in subsection 4.01(b)(ii)(B).

"Permitted Investments" is defined in Annex A to the Indenture.

"Portfolio Yield" means, for any Monthly Period, the annualized percentage
equivalent of a fraction, (a) the numerator of which is equal to the sum of (i)
the Available Finance Charge Collections (excluding any Excess Finance Charge
Collections and any amounts withdrawn from the Spread Account, except that
Excess Finance Charge Collections from other Series applied for the benefit of
Series 2003-1 Notes may be included if the Rating Agency Condition is met),
minus (ii) the Investor Default Amount and the Uncovered Dilution Amount for
such Monthly Period and (b) the denominator of which is the Collateral Amount
plus amounts on deposit in the Principal Accumulation Account as of the first
day of such Monthly Period.

"Principal Account" is defined in subsection 4.09(a).

"Principal Accumulation Account" is defined in subsection 4.09(a).

"Principal Accumulation Account Balance" means, for any date of determination,
the principal amount, if any, on deposit in the Principal Accumulation Account
on such date of determination.

"Principal Accumulation Investment Proceeds" means, with respect to each
Transfer Date, the investment earnings on funds in the Principal Accumulation
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such Transfer
Date.

"Principal Collections" means Collections of Principal Receivables.

"Principal Shortfall" is defined in Section 4.08.

"PSA Series" means a Series under (and as defined in) the Pooling and Servicing
Agreement.

"Qualified Maturity Agreement" means an agreement in which a Qualified Maturity
Agreement Institution agrees to make a deposit into the Principal Accumulation
Account on or before the Expected Principal Payment Date in an amount equal to
the initial Note Principal Balance (reduced by any amount on deposit in the
Principal Accumulation Account).

"Qualified Maturity Agreement Institution" means a counterparty having
short-term debt ratings of no less than "P-1/A-1+" by Moody's and Standard &
Poor's, respectively, or long-term unsecured ratings of no less than "Aa3" by
Moody's and "AA-" by Standard & Poor's.

"Quarterly Net Yield" means, for any Distribution Date, the average of the Net
Yields for each of the three preceding Monthly Periods, and, for purposes of the
May, 2003 and June, 2003


                                       8
<PAGE>

Distribution Dates, the Net Yields for February and March, 2003 shall be deemed
to be 6.59% and 6.81%, respectively.

"Rapid Amortization Period" means the period commencing on the date on which a
Trust Pay Out Event or a Series 2003-1 Pay Out Event is deemed to occur and
ending on the Series Termination Date.

"Rating Agency" means each of Fitch, Moody's and Standard & Poor's.

"Reallocated Principal Collections" means, for any Transfer Date, Investor
Principal Collections applied in accordance with Section 4.06 in an amount not
to exceed the Monthly Principal Reallocation Amount for the related Monthly
Period.

"Reassignment Amount" means, for any Transfer Date, after giving effect to any
deposits and distributions otherwise to be made on the related Distribution
Date, the sum of (i) the Note Principal Balance on the related Distribution
Date, plus (ii) Monthly Interest for the related Distribution Date and any
Monthly Interest previously due but not distributed to the Series 2003-1
Noteholders, plus (iii) the amount of Default Interest, if any, for the related
Distribution Date and any Default Interest previously due but not distributed to
the Series 2003-1 Noteholders on a prior Distribution Date.

"Reference Banks" means four major banks in the London interbank market selected
by Servicer.

"Required Reserve Account Amount" means, for any Transfer Date on or after the
Reserve Account Funding Date, an amount equal to (a) 0.50% of the Note Principal
Balance or (b) any other amount designated by Transferor; provided, however,
that if such designation is of a lesser amount, Transferor shall (i) provide
Servicer and Indenture Trustee with evidence that the Rating Agency Condition
shall have been satisfied and (ii) deliver to Indenture Trustee a certificate of
an Authorized Officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of Transferor, such designation
will not cause a Pay Out Event or an event that, after the giving of notice or
the lapse of time, would cause a Pay Out Event to occur with respect to Series
2003-1.

"Required Retained Transferor Percentage" means, for purposes of Series 2003-1,
7%.

"Required Spread Account Amount" means, for any date of determination, (a) prior
to the occurrence of a Pay Out Event, the product of (i) the Spread Account
Percentage in effect on such date and (ii) the Initial Collateral Amount;
provided that the Required Spread Account Amount shall not exceed the Class C
Note Principal Balance minus the excess, if any, of the Principal Accumulation
Account Balance over the sum of the Class A Note Principal Balance and the Class
B Note Principal Balance on such date of determination and (b) after the
occurrence of a Pay Out Event, an amount equal to the Class C Note Principal
Balance on such date of determination.

"Reserve Account" is defined in subsection 4.10(a).

"Reserve Account Funding Date" means the Transfer Date designated by Servicer
which occurs not later than the earliest of (a) the Transfer Date with respect
to the Monthly Period which commences three months prior to the commencement of
the Accumulation Period (which commencement shall be subject to postponement
pursuant to Section 4.15); (b) the first Transfer Date for which the Quarterly
Net Yield is less than 2.0%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with respect to
the


                                       9
<PAGE>

Monthly Period which commences 12 months prior to the commencement of the
Accumulation Period; (c) the first Transfer Date for which the Quarterly Net
Yield is less than 3.0%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with respect to
the Monthly Period which commences six months prior to the commencement of the
Accumulation Period; and (d) the first Transfer Date for which the Quarterly Net
Yield is less than 4.0%, but in such event the Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with respect to
the Monthly Period which commences four months prior to the commencement of the
Accumulation Period; provided, however, that subject to satisfaction of the
Rating Agency Condition, the Reserve Account Funding Date may be any date
selected by Servicer; provided, further, that the Reserve Account Funding Date
shall be the Distribution Date immediately following the date on which a
Qualified Maturity Agreement is terminated if (w) such Qualified Maturity
Agreement is terminated because the provider of such Qualified Maturity
Agreement ceases to qualify as a Qualified Maturity Agreement Institution, (x)
such Qualified Maturity Agreement is terminated prior to the earlier of the
Expected Principal Payment Date and the commencement of the Rapid Amortization
Period, (y) such Qualified Maturity Agreement is terminated after the later of
the last day of the February, 2006 Monthly Period and, at the election of
Transferor, the date to which the commencement of the Accumulation Period may be
postponed pursuant to Section 4.14 (as determined on the date of such
termination) and (z) Transferor does not obtain a substitute Qualified Maturity
Agreement.

"Reserve Account Surplus" means, as of any Transfer Date following the Reserve
Account Funding Date, the amount, if any, by which the amount on deposit in the
Reserve Account exceeds the Required Reserve Account Amount.

"Reserve Draw Amount" means, with respect to each Transfer Date relating to the
Accumulation Period or the first Transfer Date relating to the Rapid
Amortization Period, the amount, if any, by which the Principal Accumulation
Investment Proceeds for such Distribution Date are less than the Covered Amount
determined as of such Transfer Date.

"Reset Date" means:

            (a) each Addition Date and each "Addition Date" (as such term is
      defined in the Pooling and Servicing Agreement), in each case relating to
      Additional Accounts;

            (b) each Removal Date and each "Removal Date" (as such term is
      defined in the Pooling and Servicing Agreement) on which Principal
      Receivables are removed from the Receivables Trust;

            (c) each date on which there is an increase in the outstanding
      balance of any Variable Interest or any variable funding certificate
      issued pursuant to the Pooling and Servicing Agreement; and

            (d) each date on which a new Series or Class of Notes is issued and
      each date on which a new "Series" or "Class" (each as defined in the
      Pooling and Servicing Agreement) of investor certificates is issued by the
      Certificate Trust.


                                       10
<PAGE>

"Revolving Period" means the period beginning on the Closing Date and ending at
the close of business on the day immediately preceding the earlier of the day
the Accumulation Period commences or the day the Rapid Amortization Period
commences.

"Series 2003-1" means the Series of Notes the terms of which are specified in
this Indenture Supplement.

"Series 2003-1 Final Maturity Date" means the August, 2008 Distribution Date.

"Series 2003-1 Note" means a Class A Note, a Class B Note or a Class C Note.

"Series 2003-1 Noteholder" means a Class A Noteholder, a Class B Noteholder or a
Class C Noteholder.

"Series 2003-1 Pay Out Event" is defined in Section 6.01.

"Series Allocation Percentage" means, with respect to any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is the numerator
used in determining the Allocation Percentage for Finance Charge Collections for
that Monthly Period and the denominator of which is the sum of the numerators
used in determining the Allocation Percentage for Finance Charge Receivables for
all outstanding Series and PSA Series for such Monthly Period; provided that if
one or more Reset Dates occur in a Monthly Period, the Series Allocation
Percentage will be the percentage equivalent of a fraction, the numerator of
which is an amount equal to the sum of the numerators used in determining the
Allocation Percentage for Finance Charge Collections for Series 2003-1 for each
day during that Monthly Period divided by the total number of days in such
Monthly Period and the denominator of which is an amount equal to the sum of the
numerators used in determining the Allocation Percentages for Finance Charge
Receivables for all outstanding Series and PSA Series for each day during such
Monthly Period divided by the total number of days in such Monthly Period.

"Series Servicing Fee Percentage" means 2% per annum.

"Series Termination Date" means the earliest to occur of (a) the date on which
the Note Principal Balance is paid in full, (b) the date on which the Collateral
Amount is reduced to zero and (c) the Series 2003-1 Final Maturity Date.

"Servicer Interchange" means, with respect to any Monthly Period, an amount
equal to one-twelfth of the product of (a) 1.00% and (b) the Collateral Amount
as of the last day of the preceding Monthly Period; provided, however, that
Servicer Interchange for the May, 2003 Distribution Date shall be $575,342.

"Servicing Fee Required Amount" means, for any Distribution Date, an amount
equal to the excess of the amount described in subsection 4.04(a)(iii) over the
Available Finance Charge Collections applied to pay such amount pursuant to
subsection 4.04(a).

"Spread Account" is defined in subsection 4.12(a).

"Spread Account Deficiency" means the excess, if any, of the Required Spread
Account Amount over the Available Spread Account Amount.


                                       11
<PAGE>

"Spread Account Percentage" means, for any Distribution Date, the applicable
percentage determined as follows:

<TABLE>
<CAPTION>
                    If the Quarterly Net Yield
                   on such Distribution Date is            then the Spread
            ----------------------------------------            Account
            greater than                                   Percentage will
            or equal to:              and less than:            equal:
            ------------              --------------       ---------------
<S>         <C>                       <C>                  <C>
                 5.50%                                           0.50%

                 5.25%                     5.50%                 0.75%

                 5.00%                     5.25%                 1.00%

                 4.75%                     5.00%                 2.00%

                 4.50%                     4.75%                 2.50%

                 4.00%                     4.50%                 3.00%

                 3.50%                     4.00%                 4.00%

                 3.00%                     3.50%                 5.25%

                 2.00%                     3.00%                 6.25%

                                           2.00%                 6.50%
</TABLE>

The Initial Spread Account Percentage shall be 0.50%. The Spread Account
Percentage shall remain at that percentage until (a) further increased to a
higher required percentage as specified above or (b) the Distribution Date on
which the Quarterly Net Yield has increased to a level above that for the then
current Spread Account Percentage on each of the three immediately preceding
Distribution Dates (inclusive of the current Distribution Date), in which case
the Spread Account Percentage shall be decreased to the next lowest percentage
specified above.

"Telerate Page 3750" means the display page currently so designated on the
Bridge Telerate Markets Report (or such page as may replace that page in that
service for the purpose of displaying comparable rates or prices).

"Uncovered Dilution Amount" means an amount equal to the product of (x) the
Series Allocation Percentage for the related Monthly Period times (y) the
aggregate Dilutions occurring during that Monthly Period as to which any deposit
is required to be made to the Excess Funding Account pursuant to Section 3.09(a)
of the Transfer and Servicing Agreement or Section 4.03(c) of the Pooling and
Servicing Agreement but has not been made; provided that, if the Transferor
Interest is greater than zero at the time the deposit referred to in clause (y)
is required to be made, the Uncovered Dilution Amount for such amount to be
deposited shall be deemed to be zero.

Each capitalized term defined herein shall relate to the Series 2003-1 Notes and
no other Series of Notes issued by Issuer, unless the context otherwise
requires. All capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in Annex A to the Master Indenture.

The interpretive rules specified in Section 1.2 of the Master Indenture also
apply to this Indenture Supplement. If any term or provision contained herein
shall conflict with or be inconsistent with any term or provision contained in
the Master Indenture, the terms and provisions of this Indenture Supplement
shall be controlling.

                                  ARTICLE III

                            NOTEHOLDER SERVICING FEE


                                       12
<PAGE>

      SECTION 3.01. SERVICING COMPENSATION. The share of the Servicing Fee
allocable to Series 2003-1 for any Transfer Date (the "Noteholder Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Series Servicing
Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly
Period preceding such Transfer Date; provided, however, that with respect to the
first Transfer Date, the Noteholder Servicing Fee shall be equal to $1,150,685;
provided, further, that if Transferor or Indenture Trustee is Servicer, the
Noteholder Servicing Fee shall be reduced by the amount, if any, by which the
Servicer Interchange for such Monthly Period exceeds the amount of Interchange
included as Collections of Finance Charge Receivables allocable to the Series
2003-1 Notes with respect to such Monthly Period pursuant to Section 4.17 of
this Indenture Supplement. The remainder of the Servicing Fee shall be paid by
the Holders of the Transferor Interest or the Noteholders of other Series (as
provided in the related Indenture Supplements) and in no event shall Issuer,
Indenture Trustee or the Series 2003-1 Noteholders be liable for the share of
the Servicing Fee to be paid by the Holders of the Transferor Interest or the
Noteholders of any other Series.

                                   ARTICLE IV

                      RIGHTS OF NOTEHOLDERS AND ALLOCATION
                         AND APPLICATION OF COLLECTIONS

      SECTION 4.01. COLLECTIONS AND ALLOCATIONS.

            (a) Finance Charge Collections, Principal Collections and
      Receivables in Defaulted Accounts shall be allocated and distributed to
      Series 2003-1 as set forth in this Article.

            (b) On each Date of Processing, Servicer shall allocate to the
      Series 2003-1 Noteholders the following amounts as set forth below:

                  (i) Allocations of Finance Charge Collections. Servicer shall
            allocate to the Series 2003-1 Noteholders an amount equal to the
            product of (A) the Allocation Percentage and (B) the aggregate
            Finance Charge Collections processed on such Date of Processing and
            shall deposit such amount into the Finance Charge Account in
            accordance with Section 8.04 of the Indenture and subsection
            4.01(c).

                  (ii) Allocations of Principal Collections. Servicer shall
            allocate to the Series 2003-1 Noteholders the following amounts as
            set forth below:

                        (A) Allocations During the Revolving Period.

                              (1) During the Revolving Period an amount equal to
                        the product of the Allocation Percentage and the
                        aggregate amount of Principal Collections processed on
                        each Date of Processing, shall be allocated to the
                        Series 2003-1 Noteholders and, first, if any other
                        Principal Sharing Series is outstanding and in its
                        accumulation period or amortization period, retained in
                        the Principal Account for application, to the extent
                        necessary, as


                                       13
<PAGE>

                        Excess Principal Collections to other Principal Sharing
                        Series on the related Distribution Date, second,
                        deposited to the Excess Funding Account to the extent
                        necessary so that the Transferor Interest is not less
                        than the Minimum Transferor Interest and, third, paid to
                        the Holders of the Transferor Interest.

                              (2) With respect to each Monthly Period falling in
                        the Revolving Period, to the extent that Collections of
                        Principal Receivables allocated to the Series 2003-1
                        Noteholders pursuant to this subsection 4.01(b)(ii) are
                        paid to Transferor, Transferor shall make an amount
                        equal to the Reallocated Principal Collections for the
                        related Transfer Date available on that Transfer Date
                        for application in accordance with Section 4.06.

                        (B) Allocations During the Accumulation Period. During
                  the Accumulation Period an amount equal to the product of the
                  Allocation Percentage and the aggregate amount of Principal
                  Collections processed on each Date of Processing (the product
                  for any such date is hereinafter referred to as a "Percentage
                  Allocation") shall be allocated to the Series 2003-1
                  Noteholders and deposited into the Principal Account in
                  accordance with Section 8.04 of the Indenture and subsection
                  4.01(c).

                        (C) Allocations During the Rapid Amortization Period.
                  During the Rapid Amortization Period, an amount equal to the
                  product of the Allocation Percentage and the aggregate amount
                  of Principal Collections processed on each Date of Processing
                  shall be allocated to the 2003-1 Noteholders and deposited
                  into the Principal Account until applied as provided herein;
                  provided, however, that after the date on which an amount of
                  such Principal Collections equal to the Note Principal Balance
                  has been deposited into the Principal Account such amount
                  shall be, first, if any other Principal Sharing Series is
                  outstanding and in its accumulation period or amortization
                  period, retained in the Principal Account for application, to
                  the extent necessary, as Excess Principal Collections to other
                  Principal Sharing Series on the related Distribution Date,
                  second, deposited in the Excess Funding Account to the extent
                  necessary so that the Transferor Interest is not less than the
                  Minimum Transferor Interest and, third, paid to the holders of
                  the Transferor Interest.

            (c) During any period when Servicer is permitted by Section 4.03 of
      the Pooling and Servicing Agreement or Section 8.04 of the Indenture to
      make a single monthly deposit to the Collection Account, amounts allocated
      to the Noteholders pursuant to Sections 4.01(a) and (b) with respect to
      any Monthly Period need not be deposited into the Collection Account or
      any Series Account prior to the related Transfer Date, and, when so
      deposited, (x) may be deposited net of any amounts required to be
      distributed to Transferor and, if FNBO is Servicer, Servicer, and (y)
      shall be deposited into the Finance Charge Account (in the case of
      Collections of Finance Charge Receivables) and the Principal Account (in
      the case of Collections of Principal


                                       14
<PAGE>

      Receivables (not including any Excess Principal Collections allocated to
      Series 2003-1 pursuant to Section 4.03(e) of the Pooling and Servicing
      Agreement or Section 8.05 of the Indenture)). The exception to the daily
      deposit requirements provided by the second paragraph of Section 8.04(a)
      of the Indenture shall not be available during any Monthly Period during
      the Rapid Amortization Period, or at any time that the Transferor Interest
      is less than the Minimum Transferor Interest, or at any time that the
      Available Spread Account Amount is less than the Required Spread Account
      Amount, and provided, further, that for purposes of this sentence, the
      amount of Collections of Principal Receivables required to be deposited or
      distributed on the related Transfer Date during the Accumulation Period
      shall include an amount equal to the Controlled Deposit Amount and the
      amount of Collections of Finance Charge Receivables required to be
      deposited or distributed on the related Distribution Date shall include an
      amount equal to the sum of:

                  (i) an amount equal to 125% of the Monthly Interest that was
            payable on the previous Distribution Date; plus

                  (ii) the Noteholder Servicing Fee due on the related
            Distribution Date; plus

                  (iii) an amount equal to 150% of the Investor Default Amount
            for the previous Distribution Date.

            (d) On any date, Servicer may withdraw from the Collection Account
      or any Series Account any amounts inadvertently deposited in such account
      that should have not been so deposited.

      SECTION 4.02. DETERMINATION OF MONTHLY INTEREST.

            (a) The amount of monthly interest ("Class A Monthly Interest
      Payment") distributable from the Distribution Account with respect to the
      Class A Notes on any Distribution Date shall be an amount equal to the
      product of (i) (A) a fraction, the numerator of which is the actual number
      of days in the related Interest Period and the denominator of which is
      360, times (B) the Class A Note Interest Rate in effect with respect to
      the related Interest Period and (ii) the Class A Note Principal Balance as
      of the close of business on the last day of the preceding Monthly Period
      (or, with respect to the initial Distribution Date, the Class A Note
      Initial Principal Balance).

            On the Determination Date preceding each Distribution Date, Servicer
      shall determine the excess, if any (the "Class A Interest Shortfall"), of
      (x) the aggregate amount accrued pursuant to this Section 4.02(a) as of
      the prior Distribution Date over (y) the amount actually transferred from
      the Distribution Account for payment of such amount. If the Class A
      Interest Shortfall for any Distribution Date is greater than zero, on each
      subsequent Distribution Date until such Class A Interest Shortfall is
      fully paid, an additional amount ("Class A Default Interest") equal to the
      product of (i) (A) a fraction, the numerator of which is the actual number
      of days in the related Interest Period and the denominator of which is
      360, times (B) the Class A Note Interest Rate in effect with


                                       15
<PAGE>

      respect to the related Interest Period and (ii) such Class A Interest
      Shortfall (or the portion thereof which has not been paid to the Class A
      Noteholders) shall be payable as provided herein with respect to the Class
      A Notes. Notwithstanding anything to the contrary herein, Class A Default
      Interest shall be payable or distributed to the Class A Noteholders only
      to the extent permitted by applicable law.

            (b) The amount of monthly interest ("Class B Monthly Interest
      Payment") distributable from the Distribution Account with respect to the
      Class B Notes on any Distribution Date shall be an amount equal to the
      product of (i) (A) a fraction, the numerator of which is 30 and the
      denominator of which is 360, times (B) the Class B Note Interest Rate and
      (ii) the Class B Note Principal Balance as of the close of business on the
      last day of the preceding Monthly Period (or, with respect to the initial
      Distribution Date, the Class B Note Initial Principal Balance).

            On the Determination Date preceding each Distribution Date, Servicer
      shall determine the excess, if any (the "Class B Interest Shortfall"), of
      (x) the aggregate amount accrued pursuant to this Section 4.02(b) as of
      the prior Distribution Date over (y) the amount of funds actually
      transferred from the Distribution Account for payment of such amount. If
      the Class B Interest Shortfall for any Distribution Date is greater than
      zero, on each subsequent Distribution Date until such Class B Interest
      Shortfall is fully paid, an additional amount ("Class B Default Interest")
      equal to the product of (i) (A) a fraction, the numerator of which is 30
      and the denominator of which is 360, times (B) the Class B Note Interest
      Rate in effect with respect to the related Interest Period and (ii) such
      Class B Interest Shortfall (or the portion thereof which has not been paid
      to the Class B Noteholders) shall be payable as provided herein with
      respect to the Class B Notes. Notwithstanding anything to the contrary
      herein, Class B Default Interest shall be payable or distributed to the
      Class B Noteholders only to the extent permitted by applicable law.

            (c) The amount of monthly interest ("Class C Monthly Interest
      Payment") distributable from the Distribution Account with respect to the
      Class C Notes on any Distribution Date shall be an amount equal to the
      product of (i) (A) a fraction, the numerator of which is the actual number
      of days in the related Interest Period and the denominator of which is
      360, times (B) the Class C Note Interest Rate in effect with respect to
      the related Interest Period and (ii) the Class C Note Principal Balance as
      of the close of business on the last day of the preceding Monthly Period
      (or, with respect to the initial Distribution Date, the Class C Note
      Initial Principal Balance).

            On the Determination Date preceding each Distribution Date, Servicer
      shall determine the excess, if any (the "Class C Interest Shortfall"), of
      (x) the aggregate amount accrued pursuant to this Section 4.02(c) as of
      the prior Distribution Date over (y) the amount of funds actually
      transferred from the Distribution Account for payment of such amount. If
      the Class C Interest Shortfall for any Distribution Date is greater than
      zero, on each subsequent Distribution Date until such Class C Interest
      Shortfall is fully paid, an additional amount ("Class C Default Interest")
      equal to the product of (i) (A) a fraction, the numerator of which is the
      actual number of days in the related Interest Period and the denominator
      of which is 360, times (B) the Class C Note Interest Rate in


                                       16
<PAGE>

      effect with respect to the related Interest Period and (ii) such Class C
      Interest Shortfall (or the portion thereof which has not been paid to the
      Class C Noteholders) shall be payable as provided herein with respect to
      the Class C Notes. Notwithstanding anything to the contrary herein, Class
      C Default Interest shall be payable or distributed to the Class C
      Noteholders only to the extent permitted by applicable law.

      SECTION 4.03. DETERMINATION OF MONTHLY PRINCIPAL. The amount of monthly
principal to be transferred from the Principal Account with respect to the Notes
on each Transfer Date (the "Monthly Principal"), beginning with the Transfer
Date in the month following the month in which the Accumulation Period or, if
earlier, the Rapid Amortization Period, begins, shall be equal to the least of
(i) the Available Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (ii) for each Transfer Date with respect to the
Accumulation Period, the Controlled Deposit Amount for such Transfer Date, (iii)
the Collateral Amount (after taking into account any adjustments to be made on
such Distribution Date pursuant to Sections 4.05 and 4.06) prior to any deposit
into the Principal Accumulation Account on such Transfer Date, and (iv) the Note
Principal Balance, minus any amount already on deposit in the Principal
Accumulation Account on such Transfer Date.

      SECTION 4.04. APPLICATION OF AVAILABLE FINANCE CHARGE COLLECTIONS AND
AVAILABLE PRINCIPAL COLLECTIONS. On or before each Transfer Date, Servicer shall
instruct Indenture Trustee in writing (which writing shall be substantially in
the form of Exhibit B) to withdraw and Indenture Trustee, acting in accordance
with such instructions, shall withdraw on such Transfer Date or related
Distribution Date, as applicable, to the extent of available funds, the amount
required to be withdrawn from the Finance Charge Account, the Principal Account,
the Principal Funding Account and the Distribution Account as follows:

            (a) On each Transfer Date, an amount equal to the Available Finance
      Charge Collections with respect to the related Distribution Date will be
      distributed or deposited in the following priority:

                  (i) an amount equal to Class A Monthly Interest Payment for
            such Distribution Date, plus any Class A Interest Shortfall, plus
            the amount of any Class A Default Interest for such Distribution
            Date, plus the amount of any Class A Default Interest previously due
            but not distributed to Class A Noteholders on a prior Distribution
            Date shall be deposited by Servicer or Indenture Trustee into the
            Distribution Account;

                  (ii) an amount equal to Class B Monthly Interest Payment for
            such Distribution Date, plus any Class B Interest Shortfall, plus
            the amount of any Class B Default Interest for such Distribution
            Date, plus the amount of any Class B Default Interest previously due
            but not distributed to Class B Noteholders on a prior Distribution
            Date shall be deposited by Servicer or Indenture Trustee into the
            Distribution Account;

                  (iii) if Servicer is a Person other than FNBO or an Affiliate
            of FNBO, an amount equal to the Noteholder Servicing Fee for such
            Transfer Date, plus the


                                       17
<PAGE>

            amount of any Noteholder Servicing Fee previously due but not
            distributed to Servicer on a prior Transfer Date, shall be
            distributed to Servicer;

                  (iv) an amount equal to Class C Monthly Interest Payment for
            such Distribution Date, plus any Class C Interest Shortfall, plus
            the amount of any Class C Default Interest for such Distribution
            Date, plus the amount of any Class C Default Interest previously due
            but not distributed to the Class C Noteholders on a prior
            Distribution Date shall be deposited by Servicer or Indenture
            Trustee into the Distribution Account;

                  (v) an amount equal to the Investor Default Amount and any
            Uncovered Dilution Amount for such Distribution Date shall be
            treated as a portion of Available Principal Collections for such
            Distribution Date and, during the Accumulation Period or the Rapid
            Amortization Period, deposited into the Principal Account on the
            related Transfer Date;

                  (vi) an amount equal to the sum of the aggregate amount of
            Investor Charge-Offs and the amount of Reallocated Principal
            Collections which have not been previously reimbursed pursuant to
            this subsection (vi) shall be treated as a portion of Available
            Principal Collections for such Distribution Date;

                  (vii) an amount equal to the excess, if any, of the Required
            Spread Account Amount over the Available Spread Account Amount shall
            be deposited into the Spread Account;

                  (viii) if Servicer is FNBO or an Affiliate of FNBO, an amount
            equal to the Noteholder Servicing Fee for such Transfer Date, plus
            the amount of any Noteholder Servicing Fee previously due but not
            distributed to Servicer on a prior Transfer Date, shall be
            distributed to Servicer;

                  (ix) on each Transfer Date from and after the Reserve Account
            Funding Date, but prior to the date on which the Reserve Account
            terminates as described in subsection 4.10(f), an amount up to the
            excess, if any, of the Required Reserve Account Amount over the
            Available Reserve Account Amount shall be deposited into the Reserve
            Account; and

                  (x) the balance, if any, will constitute a portion of Excess
            Finance Charge Collections for such Distribution Date.

            (b) On each Transfer Date with respect to the Revolving Period, an
      amount equal to the Available Principal Collections for the related
      Monthly Period shall be treated as Excess Principal Collections and
      applied in accordance with Section 8.05 of the Indenture.

            (c) On each Transfer Date with respect to the Accumulation Period or
      the Rapid Amortization Period, an amount equal to the Available Principal
      Collections for the related Monthly Period shall be distributed or
      deposited in the following order of priority:


                                       18
<PAGE>

                  (i) during the Accumulation Period, an amount equal to the
            Monthly Principal for such Transfer Date shall be deposited into the
            Principal Accumulation Account;

                  (ii) during the Rapid Amortization Period, an amount equal to
            the Monthly Principal for such Transfer Date shall be deposited into
            the Distribution Account on such Transfer Date and on each
            subsequent Transfer Date for payment to the Class A Noteholders on
            the related Distribution Date until the Class A Note Principal
            Balance has been paid in full;

                  (iii) during the Rapid Amortization Period, after giving
            effect to the distribution referred to in clause (ii) above, an
            amount equal to the Monthly Principal remaining, if any, shall be
            deposited into the Distribution Account on such Transfer Date and on
            each subsequent Transfer Date for payment to the Class B Noteholders
            on the related Distribution Date until the Class B Note Principal
            Balance has been paid in full;

                  (iv) during the Rapid Amortization Period, after giving effect
            to the distributions referred to in clauses (ii) and (iii) above, an
            amount equal to the Monthly Principal remaining, if any, shall be
            deposited into the Distribution Account on such Transfer Date and on
            each subsequent Transfer Date for payment to the Class C Noteholders
            on the related Distribution Date until the Class C Note Principal
            Balance has been paid in full; and

                  (v) in the case of each of the Accumulation Period and the
            Rapid Amortization Period, the balance of such Available Principal
            Collections remaining after application in accordance with clauses
            (i) through (iv) above shall be treated as Excess Principal
            Collections and applied in accordance with Section 8.05 of the
            Indenture.

            (d) On each Distribution Date, Indenture Trustee shall pay in
      accordance with Section 5.02 to the Class A Noteholders from the
      Distribution Account, the amount deposited into the Distribution Account
      pursuant to Section 4.04(a)(i) on the preceding Transfer Date, to the
      Class B Noteholders from the Distribution Account, the amount deposited
      into the Distribution Account pursuant to Section 4.04(a)(ii) and to the
      Class C Noteholders from the Distribution Account, the amount deposited
      into the Distribution Account pursuant to Section 4.04(a)(iv).

            (e) On the earlier to occur of (i) the first Transfer Date with
      respect to the Rapid Amortization Period and (ii) the Transfer Date
      immediately preceding the Expected Principal Payment Date, Indenture
      Trustee, acting in accordance with instructions from Servicer, shall
      withdraw from the Principal Accumulation Account and deposit into the
      Distribution Account amounts necessary to pay first, to the Class A
      Noteholders, until paid in full, second, to the Class B Noteholders, until
      paid in full, and, if the Rapid Amortization Period has commenced, any
      remainder to the Class C Noteholders, the amounts deposited into the
      Principal Accumulation Account pursuant to subsections 4.04(c)(i). On the
      Class C Expected Principal Payment Date, if the Rapid


                                       19
<PAGE>

      Amortization Period has not commenced, Indenture Trustee, acting in
      accordance with instructions from Servicer, shall withdraw from the
      Principal Accumulation Account and deposit into the Distribution Account
      for payment to the Class C Noteholders the amounts deposited into the
      Principal Accumulation Account pursuant to subsection 4.04(c)(i) on the
      related Transfer Date. Indenture Trustee, acting in accordance with the
      instructions of Servicer, shall in accordance with Section 5.02 pay from
      the Distribution Account to the Class A Noteholders, the Class B
      Noteholders and the Class C Noteholders, as applicable, the amounts
      deposited for the account of such Noteholders into the Distribution
      Account pursuant to this subsection 4.04(e).

      SECTION 4.05. INVESTOR CHARGE-OFFS. On each Determination Date, Servicer
shall calculate the Investor Default Amount and any Uncovered Dilution Amount
for the related Distribution Date. If, on any Distribution Date, the sum of the
Investor Default Amount and any Uncovered Dilution Amount for such Distribution
Date exceeds the sum of the amount of Available Finance Charge Collections
allocated with respect thereto pursuant to subsection 4.04(a)(v) with respect to
such Distribution Date, the Collateral Amount will be reduced (but not below
zero) by the amount of such excess (such reduction, an "Investor Charge-Off").

      SECTION 4.06. REALLOCATED PRINCIPAL COLLECTIONS. On each Transfer Date,
Servicer shall apply, or shall instruct Indenture Trustee in writing to apply,
Reallocated Principal Collections with respect to that Transfer Date, to fund
any deficiency pursuant to and in the priority set forth in subsections
4.04(a)(i), (ii) and (iii), after giving effect to any withdrawal from the
Spread Account pursuant to Section 4.12(g) to cover such payments. On each
Transfer Date, the Collateral Amount shall be reduced by the amount of
Reallocated Principal Collections for such Transfer Date.

      SECTION 4.07. EXCESS FINANCE CHARGE COLLECTIONS. Series 2003-1 shall be an
Excess Allocation Series with respect to Group One only. For this purpose, each
outstanding series of certificates issued by First Bankcard Master Credit Card
Trust (other than series represented by the Collateral Certificate) shall be
deemed to be a Series in Group One. Subject to Section 8.06 of the Indenture,
Excess Finance Charge Collections with respect to the Excess Allocation Series
in Group One for any Transfer Date will be allocated to Series 2003-1 in an
amount equal to the product of (x) the aggregate amount of Excess Finance Charge
Collections with respect to all the Excess Allocation Series in Group One for
such Distribution Date and (y) a fraction, the numerator of which is the Finance
Charge Shortfall for Series 2003-1 for such Distribution Date and the
denominator of which is the aggregate amount of Finance Charge Shortfalls for
all the Excess Allocation Series in Group One for such Distribution Date. The
"Finance Charge Shortfall" for Series 2003-1 for any Distribution Date will be
equal to the excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to subsections 4.04(a)(i) through (x) on such Distribution
Date over (b) the Available Finance Charge Collections with respect to such
Distribution Date (excluding any portion thereof attributable to Excess Finance
Charge Collections). Following a Servicer Default and the appointment of a
Successor Servicer, Excess Finance Charge Collections remaining after their
application to cover Finance Charge Shortfalls for Group One, shall be paid to
the Successor Servicer to pay any unpaid Excess Servicing Fees prior to any
distribution to Transferor pursuant to Section 8.06 of the Indenture. Excess
Finance Charge Collections with respect to Group One shall be allocated to


                                       20
<PAGE>

Series 2003-1 in accordance with this Section 4.07, without regard to whether
the Rating Agency Condition has been met for purposes of the definition of
"Portfolio Yield".

      SECTION 4.08. EXCESS PRINCIPAL COLLECTIONS. Subject to Section 4.03(e) of
the Pooling and Servicing Agreement and Section 8.05 of the Indenture, Excess
Principal Collections allocable to Series 2003-1 on any Transfer Date will be
equal to the product of (x) the aggregate amount of Excess Principal Collections
with respect to all Principal Sharing Series for such Transfer Date and (y) a
fraction, the numerator of which is the Principal Shortfalls for Series 2003-1
for such Transfer Date and the denominator of which is the aggregate amount of
Principal Shortfall for all the Series which are Principal Sharing Series for
such Transfer Date. For this purpose, each outstanding series of certificates
issued by First Bankcard Master Credit Card Trust (other than any series
represented by the Collateral Certificate) shall be deemed to be a Principal
Sharing Series. The "Principal Shortfall" for Series 2003-1 will be equal to (a)
for any Transfer Date with respect to the Revolving Period, zero, (b) for any
Transfer Date with respect to the Accumulation Period, the excess, if any, of
the Controlled Deposit Amount with respect to such Transfer Date over the amount
of Available Principal Collections for such Transfer Date (excluding any portion
thereof attributable to Excess Principal Collections) and (c) for any Transfer
Date with respect to the Rapid Amortization Period, the excess, if any, of the
Collateral Amount with respect to such Transfer Date over the amount of
Available Principal Collections for such Transfer Date (excluding any portion
thereof attributable to Excess Principal Collections). Excess Principal
Collections remaining on any Transfer Date after payment of Principal Shortfalls
for all Series in Group I, and after any application of Excess Principal
Collections as principal with respect to any Variable Interest or variable
funding certificates in such Group will be distributed to the Holder of the
Transferor Interest or deposited in the Excess Funding Account in accordance
with subsection 4.03(e) of the Pooling and Servicing Agreement or Section 8.05
of the Indenture, as applicable.

      SECTION 4.09. CERTAIN SERIES ACCOUNTS.

            (a) Indenture Trustee shall establish and maintain with a Qualified
      Institution, which may be Indenture Trustee, in the name of the Trust, on
      behalf of the Trust, for the benefit of the Noteholders, four segregated
      trust accounts with such Qualified Institution (the "Finance Charge
      Account", the "Principal Account," the "Principal Accumulation Account"
      and the "Distribution Account"), each bearing a designation clearly
      indicating that the funds deposited therein are held for the benefit of
      the Series 2003-1 Noteholders. Indenture Trustee shall possess all right,
      title and interest in all funds on deposit from time to time in the
      Finance Charge Account, the Principal Account, the Principal Accumulation
      Account and the Distribution Account and in all proceeds thereof. The
      Finance Charge Account, the Principal Account, the Principal Accumulation
      Account and the Distribution Account shall be under the sole dominion and
      control of Indenture Trustee for the benefit of the Series 2003-1
      Noteholders. If at any time the institution holding the Finance Charge
      Account, the Principal Account, the Principal Accumulation Account and the
      Distribution Account ceases to be a Qualified Institution, Transferor
      shall notify Indenture Trustee in writing, and Indenture Trustee upon
      being notified (or Servicer on its behalf) shall, within ten (10) Business
      Days, establish a new Finance Charge Account, a new Principal Account, a
      new Principal Accumulation Account and a new Distribution Account meeting
      the conditions specified above with a Qualified


                                       21
<PAGE>

      Institution, and shall transfer any cash or any investments to such new
      Finance Charge Account, new Principal Account, new Principal Accumulation
      Account and new Distribution Account. Indenture Trustee, at the written
      direction of Servicer, shall (i) make withdrawals from the Finance Charge
      Account, the Principal Account, the Principal Accumulation Account and the
      Distribution Account from time to time, in the amounts and for the
      purposes set forth in this Indenture Supplement, and (ii) on each Transfer
      Date (from and after the commencement of the Accumulation Period) prior to
      the termination of the Principal Accumulation Account, make deposits into
      the Principal Accumulation Account in the amounts specified in, and
      otherwise in accordance with, subsection 4.04(c)(i). Indenture Trustee at
      all times shall maintain accurate records reflecting each transaction in
      the Finance Charge Account, the Principal Account, the Principal
      Accumulation Account and the Distribution Account, so long as such
      accounts are established and maintained with Indenture Trustee.

            (b) Funds on deposit in the Finance Charge Account, the Principal
      Account, the Principal Accumulation Account and the Distribution Account,
      from time to time shall be invested and reinvested at the written
      direction of Servicer by Indenture Trustee in Permitted Investments that
      will mature so that such funds will be available for withdrawal on or
      prior to the following Transfer Date. The Indenture Trustee shall not be
      held liable for the performance of any Permitted Investments made in
      accordance with the terms hereof.

            On each Transfer Date with respect to the Accumulation Period and on
      the first Transfer Date with respect to the Rapid Amortization Period,
      Indenture Trustee, acting at Servicer's direction given on or before such
      Transfer Date, shall transfer from the Principal Accumulation Account to
      the Finance Charge Account the Principal Accumulation Investment Proceeds
      on deposit in the Principal Accumulation Account for application as
      Available Finance Charge Collections in accordance with Section 4.04.

            Principal Accumulation Investment Proceeds (including reinvested
      interest) shall not be considered part of the amounts on deposit in the
      Principal Accumulation Account for purposes of this Indenture Supplement.

            On each Distribution Date, all interest and earnings (net of losses
      and investment expenses) on funds on deposit in the Principal Account, the
      Finance Charge Account and the Distribution Account shall be deposited by
      Indenture Trustee in a separate deposit account with a Qualified
      Institution in the name of Servicer, or a Person designated in writing by
      Servicer, which shall not constitute a part of the Trust, or shall
      otherwise be turned over by Indenture Trustee to Servicer.

            (c) The Finance Charge Account, the Principal Account, the Principal
      Accumulation Account, the Distribution Account, the Reserve Account and
      the Spread Account are hereby designated as the Series Accounts for the
      Series 2003-1 Notes.

            (d) Indenture Trustee shall hold such of the Permitted Investments
      of funds in any Series Account as consists of instruments, deposit
      accounts, negotiable documents, money, goods, letters of credit, and
      advices of credit in the State of New York. Indenture


                                       22
<PAGE>

      Trustee shall hold such of the Permitted Investments as constitutes
      investment property through a securities intermediary, which securities
      intermediary shall agree with Indenture Trustee that (a) such investment
      property shall at all times be credited to a securities account of
      Indenture Trustee, (b) such securities intermediary shall treat Indenture
      Trustee as entitled to exercise the rights that comprise each financial
      asset credited to such securities account, (c) all property credited to
      such securities account shall be treated as a financial asset, (d) such
      securities intermediary shall comply with entitlement orders originated by
      Indenture Trustee without the further consent of any other person or
      entity, (e) such securities intermediary will not agree with any person or
      entity other than Indenture Trustee to comply with entitlement orders
      originated by such other person or entity, (f) such securities accounts
      and the property credited thereto shall not be subject to any lien,
      security interest or right of set-off in favor of such securities
      intermediary or anyone claiming through it (other than Indenture Trustee),
      and (g) such agreement shall be governed by the laws of the State of New
      York. Terms used in the preceding sentence that are defined in the New
      York UCC and not otherwise defined herein shall have the meaning set forth
      in the New York UCC. Except as permitted by this subsection 4.09(d),
      Indenture Trustee shall not hold Permitted Investments through an agent or
      nominee.

            (e) No Permitted Investment in any Series Account shall be disposed
      of prior to its maturity unless Servicer so directs and either (i) such
      disposal will not result in a loss of all or part of the principal portion
      of such Permitted Investment or (ii) prior to the maturity of such
      Permitted Investment, a default occurs in the payment of principal,
      interest or any other amount with respect to such Permitted Investment.

      SECTION 4.10. RESERVE ACCOUNT.

            (a) Indenture Trustee shall establish and maintain with a Qualified
      Institution, which may be Indenture Trustee in the name of the Trust, on
      behalf of the Trust, for the benefit of the Series 2003-1 Noteholders, a
      segregated trust account (the "Reserve Account"), bearing a designation
      clearly indicating that the funds deposited therein are held for the
      benefit of the Series 2003-1 Noteholders. Indenture Trustee shall possess
      all right, title and interest in all funds on deposit from time to time in
      the Reserve Account and in all proceeds thereof. The Reserve Account shall
      be under the sole dominion and control of Indenture Trustee for the
      benefit of the Series 2003-1 Noteholders. If at any time the institution
      holding the Reserve Account ceases to be a Qualified Institution,
      Transferor shall notify Indenture Trustee in writing, and Indenture
      Trustee upon being notified (or Servicer on its behalf) shall, within ten
      (10) Business Days, establish a new Reserve Account meeting the conditions
      specified above with a Qualified Institution, and shall transfer any cash
      or any investments to such new Reserve Account. Indenture Trustee, at the
      written direction of Servicer, shall (i) make withdrawals from the Reserve
      Account from time to time in an amount up to the Available Reserve Account
      Amount at such time, for the purposes set forth in this Indenture
      Supplement, and (ii) on each Transfer Date (from and after the Reserve
      Account Funding Date) prior to termination of the Reserve Account, make a
      deposit into the Reserve Account in the amount specified in, and otherwise
      in accordance with, subsection 4.04(a)(ix).


                                       23
<PAGE>

            (b) Funds on deposit in the Reserve Account shall be invested at the
      written direction of Servicer by Indenture Trustee in Permitted
      Investments. Funds on deposit in the Reserve Account on any Transfer Date,
      after giving effect to any withdrawals from the Reserve Account on such
      Transfer Date, shall be invested in such investments that will mature so
      that such funds will be available for withdrawal on or prior to the
      following Transfer Date.

            On each Transfer Date, all interest and earnings (net of losses and
      investment expenses) accrued since the preceding Transfer Date on funds on
      deposit in the Reserve Account shall be retained in the Reserve Account
      (to the extent that the Available Reserve Account Amount is less than the
      Required Reserve Account Amount) and the balance, if any, shall be
      deposited into the Finance Charge Account and included in Available
      Finance Charge Collections for such Transfer Date. For purposes of
      determining the availability of funds or the balance in the Reserve
      Account for any reason under this Indenture Supplement, except as
      otherwise provided in the preceding sentence, investment earnings on such
      funds shall be deemed not to be available or on deposit.

            (c) On or before each Transfer Date with respect to the Accumulation
      Period and on or before the first Transfer Date with respect to the Rapid
      Amortization Period, Servicer shall calculate the Reserve Draw Amount;
      provided, however, that such amount will be reduced to the extent that
      funds otherwise would be available for deposit in the Reserve Account
      under Section 4.04(a)(ix) with respect to such Transfer Date.

            (d) If for any Transfer Date the Reserve Draw Amount is greater than
      zero, the Reserve Draw Amount, up to the Available Reserve Account Amount,
      shall be withdrawn from the Reserve Account on such Transfer Date by
      Indenture Trustee (acting in accordance with the written instructions of
      Servicer) and deposited into the Finance Charge Account for application as
      Available Finance Charge Collections for such Transfer Date.

            (e) If the Reserve Account Surplus on any Transfer Date, after
      giving effect to all deposits to and withdrawals from the Reserve Account
      with respect to such Transfer Date, is greater than zero, Indenture
      Trustee, acting in accordance with the written instructions of Servicer,
      shall withdraw from the Reserve Account an amount equal to such Reserve
      Account Surplus and (i) deposit such amounts in the Spread Account, to the
      extent that funds on deposit in the Spread Account are less than the
      Required Spread Account Amount, and (ii) distribute any such amounts
      remaining after application pursuant to subsection 4.10(e)(i) to the
      Holders of the Transferor Interest.

            (f) Upon the earliest to occur of (i) the termination of the Trust
      pursuant to Article VIII of the Trust Agreement, (ii) the first Transfer
      Date relating to the Rapid Amortization Period and (iii) the Transfer Date
      immediately preceding the Expected Principal Payment Date, Indenture
      Trustee, acting in accordance with the written instructions of Servicer,
      after the prior payment of all amounts owing to the Series 2003-1
      Noteholders that are payable from the Reserve Account as provided herein,
      shall withdraw from the Reserve Account all amounts, if any, on deposit in
      the Reserve


                                       24
<PAGE>

      Account and (A) deposit such amounts in the Spread Account, to the extent
      that funds on deposit in the Spread Account are less than the Required
      Spread Account Amount, and (B) distribute any such amounts remaining after
      application pursuant to subsection 4.10(f)(A) to the Holders of the
      Transferor Interest. The Reserve Account shall thereafter be deemed to
      have terminated for purposes of this Indenture Supplement. Funds on
      deposit in the Reserve Account at any time that the Accumulation Period is
      suspended pursuant to Section 4.15 shall remain on deposit until applied
      in accordance with subsection 4.10(d), (e) or (f).

      SECTION 4.11. RESERVED.

      SECTION 4.12. SPREAD ACCOUNT.

            (a) On or prior to the Closing Date, Indenture Trustee shall
      establish and maintain with a Qualified Institution, which may be
      Indenture Trustee in the name of the Trust, on behalf of the Trust, for
      the benefit of the Class C Noteholders and the Holder of the Transferor
      Interest, a segregated trust account (the "Spread Account"), bearing a
      designation clearly indicating that the funds deposited therein are held
      for the benefit of the Class C Noteholders and Transferor. Except as
      otherwise provided in this Section 4.12, Indenture Trustee shall possess
      all right, title and interest in all funds on deposit from time to time in
      the Spread Account and in all proceeds thereof. The Spread Account shall
      be under the sole dominion and control of Indenture Trustee for the
      benefit of the Class C Noteholders and the Holder of the Transferor
      Interest. If at any time the institution holding the Spread Account ceases
      to be a Qualified Institution, Servicer shall notify Indenture Trustee in
      writing, and Indenture Trustee upon being notified (or Servicer on its
      behalf) shall, within ten (10) Business Days (or such longer period as to
      which the Rating Agencies may consent) establish a new Spread Account
      meeting the conditions specified above with a Qualified Institution and
      shall transfer any cash or any investments to such new Spread Account.
      Indenture Trustee, at the written direction of Servicer, shall (i) make
      withdrawals from the Spread Account from time to time in an amount up to
      the Available Spread Account Amount at such time, for the purposes set
      forth in this Indenture Supplement, and (ii) on each Transfer Date prior
      to termination of the Spread Account, make a deposit into the Spread
      Account in the amount specified in, and otherwise in accordance with,
      subsection 4.12(f).

            (b) Funds on deposit in the Spread Account shall be invested at the
      written direction of Servicer by Indenture Trustee in Permitted
      Investments. Funds on deposit in the Spread Account on any Transfer Date,
      after giving effect to any withdrawals from and deposits to the Spread
      Account on such Transfer Date, shall be invested in such investments that
      will mature so that such funds will be available for withdrawal on or
      prior to the following Transfer Date.

            On each Transfer Date (but subject to subsections 4.12(c), 4.12(d)
      and 4.12(f)), the Investment Earnings, if any, accrued since the preceding
      Transfer Date on funds on deposit in the Spread Account shall be paid to
      the Holders of the Transferor Interest by Indenture Trustee upon written
      direction of Servicer. For purposes of determining the availability of
      funds or the balance in the Spread Account for any reason under this


                                       25
<PAGE>

      Indenture Supplement (subject to subsections 4.12(c), 4.12(d) and
      4.12(f)), all Investment Earnings shall be deemed not to be available or
      on deposit; provided that after the maturity of the Series 2003-1 Notes
      has been accelerated as a result of an Event of Default, all Investment
      Earnings shall be added to the balance on deposit in the Spread Account
      and treated like the rest of the Available Spread Account Amount.

            (c) If, on any Transfer Date, the aggregate amount of Available
      Finance Charge Collections pursuant to subsection 4.04(a)(iv) is less than
      the aggregate amount required to be deposited pursuant to subsection
      4.04(a)(iv), Indenture Trustee, at the written direction of Servicer,
      shall (i) withdraw from the Spread Account the amount of such deficiency
      up to the Available Spread Account Amount and, if the Available Spread
      Account Amount is less than such deficiency, the Indenture Trustee shall
      also withdraw Investment Earnings credited to the Spread Account in an
      amount so that the total amount withdrawn equals such deficiency, and (ii)
      deposit such amount in the Distribution Account for payment to the Class C
      Noteholders in respect of interest on the Class C Notes.

            (d) On the earlier of the Series 2003-1 Final Maturity Date and the
      date on which the Class A Note Principal Balance and the Class B Note
      Principal Balance have been paid in full, after applying any funds on
      deposit in the Spread Account as described in subsection 4.12(c),
      Indenture Trustee, at the written direction of Servicer, shall withdraw
      from the Spread Account an amount equal to the lesser of (i) the Class C
      Note Principal Balance (after any payments to be made pursuant to
      subsection 4.04(c) on such date) and (ii) the Available Spread Account
      Amount and, if the Available Spread Account Amount is not sufficient to
      reduce the Class C Note Principal Balance to zero, Investment Earnings
      credited to the Spread Account up to the amount required to reduce the
      Class C Note Principal Balance to zero. The Indenture Trustee, upon the
      written direction of Servicer, or Servicer, shall deposit such amounts
      into the Distribution Account for distribution to the Class C Noteholders
      in accordance with subsection 5.02(e).

            (e) On any day following the occurrence of an Event of Default with
      respect to Series 2003-1 and acceleration of the maturity of the Series
      2003-1 Notes pursuant to Section 5.03 of the Indenture, Servicer shall
      withdraw from the Spread Account an amount equal to the Available Spread
      Account Amount and Indenture Trustee or Servicer shall deposit such
      amounts into the Distribution Account for distribution to the Class C
      Noteholders until the Class C Note Principal Balance is paid in full, to
      the Class A Noteholders until the Class A Note Principal Balance is paid
      in full, and to the Class B Noteholders until the Class B Note Principal
      Balance is paid in full, in that order of priority, in accordance with
      Section 5.02, to fund any shortfalls in amounts owed to such Noteholders.

            (f) If on any Transfer Date, after giving effect to all withdrawals
      from the Spread Account, the Available Spread Account Amount is less than
      the Required Spread Account Amount then in effect, Available Finance
      Charge Collections shall be deposited into the Spread Account pursuant to
      subsection 4.04(a)(vii) up to the amount of the Spread Account Deficiency
      and, if such Available Finance Charge Collections are less


                                       26
<PAGE>

      than such Spread Account Deficiency, investment earnings on funds on
      deposit in the Spread Account shall be held and not distributed pursuant
      to subsection 4.12(b) until such Spread Account Deficiency is reduced to
      zero through subsequent deposits pursuant to subsection 4.04(a)(vii).

            (g) If, after giving effect to all deposits to and withdrawals from
      the Spread Account with respect to any Transfer Date, the amount on
      deposit in the Spread Account exceeds the Required Spread Account Amount,
      Indenture Trustee acting in accordance with the instructions of Servicer,
      shall treat such excess as additional Available Finance Charge
      Collections. On the date on which the Class C Note Principal Balance has
      been paid in full, after making any payments to the Noteholders required
      pursuant to subsections 4.12(c), (d) and (e), Indenture Trustee, at the
      written direction of Servicer, shall withdraw from the Spread Account all
      amounts then remaining in the Spread Account and pay such amounts to the
      holders of the Transferor Interest.

      SECTION 4.13. INVESTMENT INSTRUCTIONS. Any investment instructions
required to be given to Indenture Trustee pursuant to the terms hereof must be
given to Indenture Trustee no later than 11:00 a.m., New York City time, on the
date such investment is to be made. In the event Indenture Trustee receives such
investment instruction later than such time, Indenture Trustee may, but shall
have no obligation to, make such investment. In the event Indenture Trustee is
unable to make an investment required in an investment instruction received by
Indenture Trustee after 11:00 a.m., New York City time, on such day, such
investment shall be made by Indenture Trustee on the next succeeding Business
Day. In no event shall Indenture Trustee be liable for any investment not made
pursuant to investment instructions received after 11:00 a.m., New York City
time, on the day such investment is requested to be made.

      SECTION 4.14. ACCUMULATION PERIOD. The Accumulation Period is scheduled to
commence at the beginning of business on March 1, 2005; provided that if the
Accumulation Period Length (determined as described below) on any Determination
Date on or after the December 2004 Determination Date is less than 12 months,
the date on which the Accumulation Period actually commences will be changed to
the first Business Day of the month that is the number of whole months prior to
the month in which the Expected Principal Payment Date occurs equal to the
Accumulation Period Length (so that, as a result of such election, the number of
Monthly Periods in the Accumulation Period will equal the Accumulation Period
Length); provided that (i) the length of the Accumulation Period will not be
less than one month, (ii) such determination of the Accumulation Period Length
shall be made on each Determination Date on and after the December 2004
Determination Date but prior to the commencement of the Accumulation Period, and
any postponement of the Accumulation Period shall be subject to the subsequent
lengthening of the Accumulation Period to the Accumulation Period Length
determined on any subsequent Determination Date, but the Accumulation Period
shall in no event commence prior to the Controlled Accumulation Date, and (iii)
notwithstanding any other provision of this Indenture Supplement to the
contrary, no postponement of the commencement of the Accumulation Period shall
be made after a Pay Out Event shall have occurred and be continuing with respect
to any other Series. The "Accumulation Period Length" will mean a number of
whole months such that the amount available for distribution of principal on the
Series 2003-1 Notes on the Expected Principal Payment Date is expected to equal
or exceed the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance and the Class C


                                       27
<PAGE>

Note Principal Balance, assuming for this purpose that (1) the payment rate with
respect to Principal Collections remains constant at the lowest level of such
payment rate during the 12 preceding Monthly Periods (or such lower payment rate
as Servicer may select), (2) the total amount of Principal Receivables in the
Trust (and the principal amount on deposit in the Excess Funding Account, if
any) remains constant at the level on such date of determination, (3) no Pay Out
Event with respect to any Series will subsequently occur and (4) no additional
Series (other than any Series being issued on such date of determination) will
be subsequently issued. Servicer shall calculate the Accumulation Period Length
on each Determination Date on and after the December 2004 Determination Date as
necessary to determine whether the Accumulation Period is postponed and to set
the Reserve Account Funding Date. If the calculation results in a postponement,
Servicer shall provide notice in writing to Indenture Trustee, Transferor,
Issuer and each Rating Agency. Any notice by Servicer confirming the
postponement of the Accumulation Period pursuant to this Section 4.14 shall
specify (i) the Accumulation Period Length, (ii) the commencement date of the
Accumulation Period and (iii) the Controlled Accumulation Amount with respect to
each Monthly Period during the Accumulation Period. The method for determining
the Accumulation Period Length may be changed if the Rating Agency Condition is
met.

      SECTION 4.15. SUSPENSION OF ACCUMULATION PERIOD.

            (a) Servicer may elect to suspend the commencement of the
      Accumulation Period with prior written notice to the Rating Agencies, at
      any time prior to the Distribution Date preceding the Expected Principal
      Payment Date. The commencement of the Accumulation Period shall be
      suspended upon delivery by Servicer to Indenture Trustee of (i) an
      Officer's Certificate stating that Servicer has elected to suspend the
      commencement of the Accumulation Period and that all conditions precedent
      to such suspension set forth in this Section 4.15 have been satisfied,
      (ii) a copy of an executed Qualified Maturity Agreement and (iii) an
      Opinion of Counsel addressed to Indenture Trustee as to the due
      authorization, execution and delivery and the validity and enforceability
      of such Qualified Maturity Agreement. Issuer does hereby transfer, assign,
      set-over, and otherwise convey to Indenture Trustee for the benefit of the
      Series 2003-1 Noteholders, without recourse, all of its rights under any
      Qualified Maturity Agreement obtained in accordance with this Section 4.15
      and all proceeds thereof. Such property shall constitute part of the Trust
      Estate and Collateral for all purposes of the Indenture. The foregoing
      transfer, assignment, set-over and conveyance does not constitute and is
      not intended to result in a creation or an assumption by Indenture Trustee
      or any Noteholder of any obligation of Issuer or any other Person in
      connection with a Qualified Maturity Agreement or under any agreement or
      instrument relating thereto.

            Indenture Trustee hereby acknowledges its acceptance, to the extent
      validly transferred, assigned, set-over or otherwise conveyed to Indenture
      Trustee, for the benefit of the Series 2003-1 Noteholders, of all of the
      rights previously held by Issuer under any Qualified Maturity Agreement
      obtained by Issuer and all proceeds thereof, and declares that it shall
      hold such rights upon the trust set forth herein and in the Agreement, and
      subject to the terms hereof and thereof, for the benefit of the Series
      2003-1 Noteholders.


                                       28
<PAGE>

            (b) Each Qualified Maturity Agreement shall obligate the provider to
      deposit into the Principal Accumulation Account on or before the Expected
      Principal Payment Date an amount equal to the initial Note Principal
      Balance (reduced by any amount on deposit in the Principal Accumulation
      Account); provided, however, that Issuer may instead elect to fund all or
      a portion of such deposits with the proceeds of the issuance of a new
      Series or with the Available Principal Collections with respect to such
      Transfer Date. The amounts so deposited shall be applied on the Expected
      Principal Payment Date pursuant to subsection 4.04(c) as if the
      commencement of the Accumulation Period had not been suspended. The
      Qualified Maturity Agreement may require that during the period when the
      Accumulation Period is suspended, upon the occurrence of certain events,
      Available Principal Collections will be deposited into the Principal
      Accumulation Account.

            (c) Each Qualified Maturity Agreement shall terminate at the close
      of business on the Expected Principal Payment Date; provided, however,
      that Servicer may terminate a Qualified Maturity Agreement prior to such
      Distribution Date, with notice to each Rating Agency, if (i) the Available
      Reserve Account Amount equals the Required Reserve Account Amount and (ii)
      one of the following events occurs: (A) Issuer obtains a substitute
      Qualified Maturity Agreement, (B) the provider of the Qualified Maturity
      Agreement ceases to qualify as a Qualified Institution and Issuer is
      unable to obtain a substitute Qualified Maturity Agreement, (C) a Pay Out
      Event occurs or (D) an event which may be declared to be a Pay Out Event
      occurs, whether or not it is declared. In addition, if the available
      Reserve Account Amount equals the Required Reserve Account Amount,
      Servicer may terminate a Qualified Maturity Agreement prior to the later
      of (1) the date on which the Accumulation Period was scheduled to begin,
      before giving effect to the suspension of the Accumulation Period, and (2)
      the date to which the commencement of the Accumulation Period is postponed
      pursuant to Section 4.14 (as determined on the Determination Date
      preceding the date of such termination), in which case the commencement of
      the Accumulation Period shall be determined as if the commencement had not
      been postponed. In the event that the provider of a Qualified Maturity
      Agreement ceases to qualify as a Qualified Institution, Servicer shall use
      its best efforts to obtain a substitute Qualified Maturity Agreement,
      unless a substitute Qualified Maturity Agreement is not required for any
      of the reasons listed in this subsection (c).

            (d) If a Qualified Maturity Agreement is terminated prior to the
      earlier of the Expected Principal Payment Date and the commencement of the
      Rapid Amortization Period and Issuer does not obtain a substitute
      Qualified Maturity Agreement, the Accumulation Period shall commence on
      the latest of (i) the beginning of business on March 1, 2005, (ii) the
      date to which the commencement of the Accumulation Period is postponed
      pursuant to Section 4.l4 (as determined on the date of such termination)
      and (iii) the first day of the Monthly Period following the date of such
      termination. The Issuer shall notify the Rating Agencies if it intends to
      terminate a Qualified Maturity Agreement prior to the Expected Principal
      Payment Date.


                                       29
<PAGE>

      SECTION 4.16. DETERMINATION OF LIBOR.

            (a) On each LIBOR Determination Date in respect of an Interest
      Period, Indenture Trustee shall determine LIBOR on the basis of the rate
      for deposits in United States dollars for a period of the Designated
      Maturity which appears on Telerate Page 3750 as of 11:00 a.m., London
      time, on such date. If such rate does not appear on Telerate Page 3750,
      the rate for that LIBOR Determination Date shall be determined on the
      basis of the rates at which deposits in United States dollars are offered
      by the Reference Banks at approximately 11:00 a.m., London time, on that
      day to prime banks in the London interbank market for a period of the
      Designated Maturity. Indenture Trustee shall request the principal London
      office of each of the Reference Banks to provide a quotation of its rate.
      If at least two (2) such quotations are provided, the rate for that
      Interest Period shall be the arithmetic mean of the quotations. If fewer
      than two (2) quotations are provided as requested, the rate for that
      Interest Period will be the arithmetic mean of the rates quoted by major
      banks in New York City, selected by Servicer, at approximately 11:00 a.m.,
      New York City time, on that day for loans in United States dollars to
      leading European banks for a period of the Designated Maturity.

            (b) The Class A Note Interest Rate, Class B Note Interest Rate and
      Class C Note Interest Rate applicable to the then current and the
      immediately preceding Interest Periods may be obtained by telephoning
      Indenture Trustee at its corporate trust office at (312) 827-8500 or such
      other telephone number as shall be designated by Indenture Trustee for
      such purpose by prior written notice by Indenture Trustee to each Series
      2003-1 Noteholder from time to time.

            (c) On each LIBOR Determination Date, Indenture Trustee shall send
      to Servicer by facsimile transmission, notification of LIBOR for the
      following Interest Period.

      SECTION 4.17. INTERCHANGE. On or prior to each Determination Date,
Transferor shall cause FNBO to notify Servicer of the amount of Interchange to
be included as Collections of Finance Charge Receivables allocable to the Series
2003-1 Notes with respect to the Related Monthly Period, which amount shall be
equal to the product of:

            (a) the total amount of Interchange paid or payable to FNBO with
      respect to such Related Monthly Period;

            (b) a fraction the numerator of which is the volume during the
      Related Monthly Period of sales net of cash advances on the Accounts and
      the denominator of which is the amount of sales net of cash advances
      during the Related Monthly Period on all VISA and MasterCard accounts
      owned by FNBO; and

            (c) the Allocation Percentage for Finance Charge Collections with
      respect to such Related Monthly Period.

On each Transfer Date, Transferor shall pay to Servicer, and Servicer shall
deposit into the Finance Charge Account, in immediately available funds, an
amount equal to the Interchange to be so included as Collections of Finance
Charge Receivables allocable to the Series 2003-1


                                       30
<PAGE>

Notes with respect to the Related Monthly Period. Transferor hereby assigns,
sets over, conveys, pledges and grants a security interest and lien to Indenture
Trustee for the benefit of the Series 2003-1 Noteholders its security interest
in Interchange and the proceeds of Interchange, as set forth in this Section
4.17. In connection with the foregoing grant of a security interest, this
Indenture Supplement shall constitute a security agreement under applicable law.
To the extent that an Indenture Supplement for a related Series, other than
Series 2003-1, assigns, sets over, conveys, pledges or grants a security
interest in Interchange allocable to the Trust, all Notes of any such Series
(except that any Series may be subordinated to the Series 2003-1 Notes to the
extent specified in any such Indenture Supplement) and the Series 2003-1 Notes
shall rank pari passu and be equally and ratably entitled in accordance with
their respective allocation percentages for Finance Charge Collections as
provided herein to the benefits of such Interchange without preference or
priority on account of the actual time or times of authentication and delivery,
all in accordance with the terms and provisions of this Indenture Supplement and
other related Indenture Supplements.

      SECTION 4.18. FOREIGN ACCOUNTS. So long as any Series 2003-1 Notes are
Outstanding, notwithstanding the proviso in clause (c) of the definition of
Eligible Accounts in the Pooling and Servicing Agreement and in Annex A to the
Indenture, Receivables arising in Foreign Accounts shall constitute Eligible
Receivables for all purposes except that they may not be counted for purposes of
determining compliance with the tests for the Minimum Transferor Interest and
the Minimum Aggregate Principal Receivables.

                                   ARTICLE V

            DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS

      SECTION 5.01. DELIVERY AND PAYMENT FOR THE SERIES 2003-1 NOTES. Issuer
shall execute and issue, and Indenture Trustee shall authenticate, the Series
2003-1 Notes in accordance with Section 2.03 of the Indenture. Indenture Trustee
shall deliver the Series 2003-1 Notes to or upon the written order of Issuer
when so authenticated.

      SECTION 5.02. DISTRIBUTIONS.

            (a) On each Distribution Date, Indenture Trustee shall distribute to
      each Class A Noteholder of record on the related Record Date (other than
      as provided in Section 11.02 of the Indenture) such Class A Noteholder's
      pro rata share of the amounts on deposit in the Distribution Account
      (including amounts withdrawn from the Spread Account (at the times and in
      the amounts specified in Section 4.12)) that are allocated and available
      on such Distribution Date and that are payable to the Class A Noteholders
      pursuant to this Indenture Supplement.

            (b) On each Distribution Date, Indenture Trustee shall distribute to
      each Class B Noteholder of record on the related Record Date (other than
      as provided in Section 11.02 of the Indenture) such Class B Noteholder's
      pro rata share of the amounts on deposit in the Distribution Account
      (including amounts withdrawn from the Spread Account (at the times and in
      the amounts specified in Section 4.12)) that are allocated and


                                       31
<PAGE>

      available on such Distribution Date and that are payable to the Class B
      Noteholders pursuant to this Indenture Supplement.

            (c) On each Distribution Date, Indenture Trustee shall distribute to
      each Class C Noteholder of record on the related Record Date (other than
      as provided in Section 11.02 of the Indenture) such Class C Noteholder's
      pro rata share of the amounts on deposit in the Distribution Account
      (including amounts withdrawn from the Spread Account (at the times and in
      the amounts specified in Section 4.12)) that are allocated and available
      on such Distribution Date and that are payable to the Class C Noteholders
      pursuant to this Indenture Supplement.

            (d) The distributions to be made pursuant to this Section 5.02 are
      subject to the provisions of Sections 6.01 and 7.01 of the Transfer and
      Servicing Agreement, Section 11.02 of the Indenture and Section 7.01 of
      this Indenture Supplement.

            (e) Except as provided in Section 11.02 of the Indenture with
      respect to a final distribution, distributions to 2003-1 Noteholders
      hereunder shall be made by (i) check mailed to each Series 2003-1
      Noteholder (at such Noteholder's address as it appears in the Note
      Register), except that for any Series 2003-1 Notes registered in the name
      of the nominee of a Clearing Agency, such distribution shall be made by
      wire transfer of immediately available funds and (ii) without presentation
      or surrender of any Series 2003-1 Note or the making of any notation
      thereon.

      SECTION 5.03. REPORTS AND STATEMENTS TO SERIES 2003-1 NOTEHOLDERS.

            (a) On each Distribution Date, Indenture Trustee shall forward to
      each Series 2003-1 Noteholder a statement substantially in the form of
      Exhibit C prepared by Servicer.

            (b) Not later than the second Business Day preceding each
      Distribution Date, Servicer shall deliver to Owner Trustee, Indenture
      Trustee and each Rating Agency (i) a statement substantially in the form
      of Exhibit B prepared by Servicer and (ii) a certificate of an Authorized
      Officer substantially in the form of Exhibit D; provided that Servicer may
      amend the form of Exhibit B from time to time, with the prior written
      consent of Indenture Trustee.

            (c) A copy of each statement or certificate provided pursuant to
      paragraph (a) or (b) may be obtained by any Series 2003-1 Noteholder by a
      request in writing to Servicer.

            (d) On or before January 31 of each calendar year, beginning with
      January 31, 2004, Indenture Trustee shall furnish or cause to be furnished
      to each Person who at any time during the preceding calendar year was a
      Series 2003-1 Noteholder, a statement prepared by Servicer containing the
      information which is required to be contained in the statement to Series
      2003-1 Noteholders, as set forth in paragraph (a) above, aggregated for
      such calendar year or the applicable portion thereof during which such
      Person was a Series 2003-1 Noteholder, together with other information as
      is required to be provided by an issuer of indebtedness under the Code.
      Such obligation of Indenture Trustee shall


                                       32
<PAGE>

      be deemed to have been satisfied to the extent that substantially
      comparable information shall be provided by Servicer pursuant to any
      requirements of the Code as from time to time in effect.

                                   ARTICLE VI

                          SERIES 2003-1 PAY OUT EVENTS

If any one of the following events shall occur with respect to the Series 2003-1
Notes:

            (a) failure on the part of Transferor or the "Transferor" under the
      Pooling and Servicing Agreement (i) to make any payment or deposit
      required to be made by it by the terms of the Pooling and Servicing
      Agreement, the Collateral Series Supplement, the Transfer and Servicing
      Agreement, the Indenture or this Indenture Supplement on or before the
      date occurring five (5) Business Days after the date such payment or
      deposit is required to be made therein or herein or (ii) duly to observe
      or perform in any material respect any other of its covenants or
      agreements set forth in the Transfer and Servicing Agreement, the Pooling
      and Servicing Agreement, Collateral Series Supplement, the Indenture or
      this Indenture Supplement, which failure has a material adverse effect on
      the Series 2003-1 Noteholders which continues unremedied for a period of
      sixty (60) days after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to Transferor by
      Indenture Trustee, or to Transferor and Indenture Trustee by Holders of
      Series 2003-1 Notes evidencing more than 25% of the Note Principal Balance
      and which continues to materially and adversely affect the interest of the
      Series 2003-1 Noteholders;

            (b) any representation or warranty made by Transferor or the
      "Transferor" under the Pooling and Servicing Agreement or the Transfer and
      Servicing Agreement, or any supplement to either of them, shall prove to
      have been incorrect in any material respect when made or when delivered,
      which continues to be incorrect in any material respect for a period of
      sixty (60) days after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to Transferor by
      Indenture Trustee, or to Transferor and Indenture Trustee by Holders of
      Series 2003-1 Notes evidencing more than 25% of the Note Principal Balance
      and as a result of which the interests of the Noteholders are materially
      and adversely affected and continue to be materially and adversely
      affected for such period; provided, however, that a Series 2003-1 Pay Out
      Event pursuant to this subsection (b) of Article VI shall not be deemed to
      have occurred hereunder if Transferor has accepted reassignment of the
      related Receivable, or all of such Receivables, if applicable, during such
      period in accordance with the provisions of the Transfer and Servicing
      Agreement or the Pooling and Servicing Agreement;

            (c) a failure by Transferor or the "Transferor" under the Pooling
      and Servicing Agreement to convey Receivables in Additional Accounts to
      the Receivables Trust within five (5) Business Days after the day on which
      it is required to convey such Receivables pursuant to subsection 2.06(a)
      of the Transfer and Servicing Agreement or subsection 2.06(a) of the
      Pooling and Servicing Agreement, respectively, provided that such failure
      shall not give rise to a Pay Out Event if, prior to the date on which such


                                       33
<PAGE>

      conveyance was required to be completed, Transferor causes a reduction in
      the invested amount of any Variable Interest or any variable funding
      certificate issued under the Pooling and Servicing Agreement to occur, so
      that, after giving effect to that reduction, the Transferor Interest is
      not less than the Minimum Transferor Interest and the Aggregate Principal
      Receivables are not less than the Minimum Aggregate Principal Receivables;

            (d) any Servicer Default or any "Servicer Default" under the Pooling
      and Servicing Agreement shall occur that would have a material adverse
      effect on the Series 2003-1 Noteholders;

            (e) the Portfolio Yield averaged over three consecutive Monthly
      Periods is less than the Base Rate averaged over such period;

            (f) the Class A Note Principal Balance, the Class B Note Principal
      Balance or the Class C Note Principal Balance shall not be paid in full on
      the Expected Principal Payment Date;

            (g) without limiting the foregoing, the occurrence of an Event of
      Default with respect to Series 2003-1 and acceleration of the maturity of
      the Series 2003-1 Notes pursuant to Section 5.03 of the Indenture; or

            (h) prior to the Certificate Trust Termination Date, the occurrence
      of a Trust Pay Out Event as defined in the Pooling and Servicing Agreement
      and specified in Section 9.01 of that Agreement;

then, in the case of any event described in subsection (a), (b) or (d), after
the applicable grace period, if any, set forth in such subparagraphs, either
Indenture Trustee or the holders of Series 2003-1 Notes evidencing more than 50%
of the aggregate unpaid principal amount of Series 2003-1 Notes by notice then
given in writing to Transferor and Servicer (and to Indenture Trustee if given
by the Series 2003-1 Noteholders) may declare that a "Series Pay Out Event" with
respect to Series 2003-1 (a "Series 2003-1 Pay Out Event") has occurred as of
the date of such notice, and, in the case of any event described in subsection
(c), (e), (f), (g) or (h) a Series 2003-1 Pay Out Event shall occur without any
notice or other action on the part of Indenture Trustee or the Series 2003-1
Noteholders immediately upon the occurrence of such event.

                                  ARTICLE VII

                                   REDEMPTION;
                     FINAL DISTRIBUTIONS; SERIES TERMINATION

      SECTION 7.01. OPTIONAL REDEMPTION OF SERIES 2003-1 NOTES; FINAL
DISTRIBUTIONS.

            (a) On any day occurring on or after the date on which the
      outstanding principal balance of the Series 2003-1 Notes is reduced to 10%
      or less of the initial Note Principal Balance of the Series 2003-1 Notes,
      Servicer shall have the option to direct Transferor to redeem the Series
      2003-1 Notes, at a purchase price equal to (i) if such day is a
      Distribution Date, the Reassignment Amount for such Distribution Date or
      (ii) if such


                                       34
<PAGE>

      day is not a Distribution Date, the Reassignment Amount for the
      Distribution Date following such day. This option shall not be exercisable
      if the purchase price (reduced by the amount on deposit in the Principal
      Accumulation Account available for distribution to Noteholders) exceeds
      the lesser of the estimated fair value, or the par value plus accrued
      interest, of a portion of the Receivables in Eligible Accounts then
      designated to the Receivables Trust equal to the Collateral Amount.

            (b) Servicer shall give Indenture Trustee at least thirty (30) days'
      prior written notice of the date on which Servicer intends to direct
      Transferor to make such optional redemption. Not later than 12:00 noon,
      New York City time, on such day Transferor shall deposit into the Finance
      Charge Account and Principal Account, as applicable, in immediately
      available funds the excess of the Reassignment Amount over the amount, if
      any, on deposit in the Principal Accumulation Account. Such redemption
      option is subject to payment in full of the Reassignment Amount. Following
      such deposit into the Finance Charge Account and Principal Account in
      accordance with the foregoing, the Collateral Amount for Series 2003-1
      shall be reduced to zero and the Series 2003-1 Noteholders shall have no
      further security interest in the Receivables. The Reassignment Amount
      shall be distributed as set forth in subsection 7.01(d).

            (c) The amount to be paid by Transferor with respect to Series
      2003-1 in connection with a reassignment of Receivables to Transferor
      pursuant to Section 2.04(e) of the Transfer and Servicing Agreement or
      Section 2.04(e) of the Pooling and Servicing Agreement shall equal the
      Reassignment Amount for the Distribution Date related to the Reassignment
      Date.

            (d) With respect to (a) the Reassignment Amount deposited into the
      Finance Charge Account and Principal Account pursuant to this Section 7.01
      or (b) the proceeds of any sale of Receivables pursuant to Section
      5.05(a)(iii) of the Indenture with respect to Series 2003-1, Indenture
      Trustee shall, in accordance with the written direction of Servicer, not
      later than 12:00 noon, New York City time, on the related Distribution
      Date, make distributions of the following amounts (in the priority set
      forth below and, in each case, after giving effect to any deposits and
      distributions otherwise to be made on such date) in immediately available
      funds: (i) (x) the Class A Note Principal Balance on such Distribution
      Date will be distributed to the Class A Noteholders and (y) an amount
      equal to the sum of (A) Class A Monthly Interest Payment for such
      Distribution Date, (B) any Class A Interest Shortfall for such
      Distribution Date and (C) the amount of Class A Default Interest, if any,
      for such Distribution Date and any Class A Default Interest previously due
      but not distributed to the Class A Noteholders on any prior Distribution
      Date, will be distributed to the Class A Noteholders, (ii) (x) the Class B
      Note Principal Balance on such Distribution Date will be distributed to
      the Class B Noteholders and (y) an amount equal to the sum of (A) Class B
      Monthly Interest Payment for such Distribution Date, (B) any Class B
      Interest Shortfall for such Distribution Date and (C) the amount of Class
      B Default Interest, if any, for such Distribution Date and any Class B
      Default Interest previously due but not distributed to the Class B
      Noteholders on any prior Distribution Date, will be distributed to the
      Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such
      Distribution Date will be distributed to the Class C Noteholders and (y)
      an amount equal to the sum of (A) Class C Monthly Interest


                                       35
<PAGE>

      Payment for such Distribution Date, (B) any Class C Interest Shortfall for
      such Distribution Date, (C) the amount of Class C Default Interest, if
      any, for such Distribution Date and any Class C Default Interest
      previously due but not distributed to the Class C Noteholders on any prior
      Distribution Date and (iv) any excess shall be released to Issuer.

      SECTION 7.02. SERIES TERMINATION. On the Series 2003-1 Final Maturity
Date, the unpaid principal amount of the Series 2003-1 Notes shall be due and
payable, and the right of the Series 2003-1 Noteholders to receive payments from
Issuer will be limited solely to the right to receive payments pursuant to
Section 5.05 of the Indenture.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

      SECTION 8.01. RATIFICATION OF INDENTURE; AMENDMENTS. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument. This
Indenture Supplement may be amended only by a Supplemental Indenture entered in
accordance with the terms of Section 10.01 or 10.02 of the Indenture. For
purposes of the application of Section 10.02 to any amendment of this Indenture
Supplement, the Series 2003-1 Noteholders shall be the only Noteholders whose
vote shall be required.

      SECTION 8.02. FORM OF DELIVERY OF THE SERIES 2003-1 NOTES. The Class A
Notes, the Class B Notes and the Class C Notes shall be Book-Entry Notes and
shall be delivered as Registered Notes to The Bank of New York, as agent for
DTC, Clearstream, and Euroclear Bank S.A./N.V. as provided in Sections 2.01,
2.03 and 2.12 of the Indenture.

      SECTION 8.03. COUNTERPARTS. This Indenture Supplement 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 shall constitute one and
the same instrument.

      SECTION 8.04. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA, 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 8.05. LIMITATION OF LIABILITY. Notwithstanding any other provision
herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust
Company, in its individual capacity, have any liability in respect of the
representations, warranties, or obligations of Issuer hereunder or under any
other document, as to all of which recourse shall be had solely to the assets of
Issuer, and for all purposes of this Agreement and each other document, Owner
Trustee (as such or in its individual capacity) shall be subject to, and
entitled to the benefits of, the terms and provisions of the Trust Agreement.


                                       36
<PAGE>

      SECTION 8.06. RIGHTS OF INDENTURE TRUSTEE. Indenture Trustee shall have
herein the same rights, protections, indemnities and immunities as specified in
the Master Indenture.

      SECTION 8.07. ADDITIONAL REQUIREMENTS FOR REGISTRATION OF AND LIMITATIONS
ON TRANSFER AND EXCHANGE OF NOTES. All transfers will be subject to the transfer
restrictions set forth on the Notes.

                            [Signature page follows]


                                       37
<PAGE>

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

                                    FIRST NATIONAL MASTER NOTE TRUST,
                                        as Issuer


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

                                    By     /s/ James P. Lawler
                                       -----------------------------------------
                                    Name   James P. Lawler
                                         ---------------------------------------
                                    Title  Vice President
                                          --------------------------------------


                                    THE BANK OF NEW YORK,
                                    as Indenture Trustee

                                    By     /s/ Eric A. Lindahl
                                       -----------------------------------------
                                    Name   Eric A. Lindahl
                                         ---------------------------------------
                                    Title  Agent
                                          --------------------------------------

Acknowledged and Accepted:


FIRST NATIONAL BANK OF OMAHA,
as Servicer

By       /s/ Jean L. Koenck
   ---------------------------------
Name     Jean L. Koenck
     -------------------------------
Title    Senior Vice President
      ------------------------------


FIRST NATIONAL FUNDING LLC,
as Transferor

By       /s/ Jean L. Koenck
   ---------------------------------
Name     Jean L. Koenck
     ----------------------
Title    Senior Vice President
      ------------------------------

                       INDENTURE SUPPLEMENT SIGNATURE PAGE

<PAGE>

                                   EXHIBIT A-1

         FORM OF CLASS A FLOATING RATE ASSET BACKED NOTE, SERIES 2003-1

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD TRUST,
A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.

THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF
A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS INDEBTEDNESS
OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

THE HOLDER OF THIS CLASS A NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE
BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF
ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH
ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND
HOLDING OF THE CLASS A NOTE

<PAGE>

WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY
SUBSTANTIALLY SIMILAR APPLICABLE LAW).


                                      A1-2
<PAGE>

REGISTERED                                                          $__________*
No. R- _____                                                     CUSIP NO. _____

                        FIRST NATIONAL MASTER NOTE TRUST

             CLASS A FLOATING RATE ASSET BACKED NOTE, SERIES 2003-1

First National Master Note Trust (herein referred to as "Issuer"), a Delaware
statutory trust governed by a Trust Agreement dated as of October 16, 2002 , for
value received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of DOLLARS, or such
greater or lesser amount as determined in accordance with the Indenture, on the
August, 2008 Distribution Date, except as otherwise provided below or in the
Indenture. Issuer will pay interest on the unpaid principal amount of this Note
at the Class A Note Interest Rate on each Distribution Date until the principal
amount of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
and the actual number of days elapsed. Principal of this Note shall be paid in
the manner specified in the Indenture Supplement referred to on the reverse
hereof.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

Unless the certificate of authentication hereon has been executed by or on
behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

This Note has been executed by Wilmington Trust Company, not in its individual
capacity, but solely in its capacity as Owner Trustee of the Issuer, in no event
shall Wilmington Trust Company, in its individual capacity, have any liability
in respect of the obligations of Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of Issuer, and for
all purposes of this Note and each other document, Owner Trustee (as such or in
its individual capacity) shall be subject to, and entitled to the benefits of,
the terms and provisions of the Trust Agreement.

----------
*     Denominations of $1,000 and integral multiples of $1,000 in excess
      thereof.


                                      A1-3
<PAGE>

IN WITNESS WHEREOF, Issuer has caused this Class A Note to be duly executed.

                                     FIRST NATIONAL MASTER NOTE TRUST,
                                     as Issuer

                                     By  Wilmington Trust Company, not in its
                                         individual capacity but solely as Owner
                                         Trustee under the Trust Agreement


                                     By ________________________________________
                                     Name ______________________________________
                                     Title______________________________________

Dated: ___________, 200[__]


                                      A1-4
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes described in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                          as Indenture Trustee


                                          By____________________________________
                                               Authorized Signatory
                                          Dated_________________________________


                                      A1-5
<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

             CLASS A FLOATING RATE ASSET BACKED NOTE, SERIES 2003-1

                         SUMMARY OF TERMS AND CONDITIONS

This Class A Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series 2003-1 (the "Series
2003-1 Notes"), issued under a Master Indenture dated as of October 24, 2002
(the "Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of March 20, 2003 (the "Indenture Supplement"), and representing the
right to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.

The Class B Notes and the Class C Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely
to the property of Issuer allocated to the payment of this Note for payment
hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
in the case of Indenture Trustee as expressly provided in the Indenture, subject
to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to
the Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of Indenture Trustee.

THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST
NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or
Indenture Trustee shall treat the person in whose name this Class A Note is
registered as the owner hereof for all purposes, and neither Issuer, Transferor,
Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall
be affected by notice to the contrary.

THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEBRASKA, 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.


                                      A1-6
<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee ___________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_______________________ (name and address of assignee) the within certificate
and all rights thereunder, and hereby irrevocably constitutes and appoints
__________________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.


Dated: _________________________                    __________________________**
                                                    Signature Guaranteed:


----------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.



                                      A1-7
<PAGE>
                                   EXHIBIT A-2

             FORM OF CLASS B 2.76% ASSET BACKED NOTE, SERIES 2003-1

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD TRUST,
A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.

THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF
A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS INDEBTEDNESS
OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

THE HOLDER OF THIS CLASS B NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE
BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF
ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH
ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND
HOLDING OF THE CLASS B NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER
<PAGE>

SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).


                                      A2-2
<PAGE>

REGISTERED                                                          $__________*
No. R- _____                                                     CUSIP NO. _____

                        FIRST NATIONAL MASTER NOTE TRUST

                 CLASS B 2.76% ASSET BACKED NOTE, SERIES 2003-1

First National Master Note Trust (herein referred to as "Issuer"), a Delaware
statutory trust governed by a Trust Agreement dated as of October 16, 2002, for
value received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of _________ DOLLARS, or
such greater or lesser amount as determined in accordance with the Indenture, on
the August, 2008 Distribution Date, except as otherwise provided below or in the
Indenture. Issuer will pay interest on the unpaid principal amount of this Note
at the Class B Note Interest Rate on each Distribution Date until the principal
amount of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. Principal of this Note shall be paid in the manner
specified in the Indenture Supplement referred to on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

Unless the certificate of authentication hereon has been executed by or on
behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

This Note has been executed by Wilmington Trust Company, not in its individual
capacity, but solely in its capacity as Owner Trustee of the Issuer, in no event
shall Wilmington Trust Company, in its individual capacity, have any liability
in respect of the obligations of Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of Issuer, and for
all purposes of this Note and each other document, Owner Trustee (as such or in
its individual capacity) shall be subject to, and entitled to the benefits of,
the terms and provisions of the Trust Agreement.

THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON
THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.

----------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                      A2-3
<PAGE>

IN WITNESS WHEREOF, Issuer has caused this Class B Note to be duly executed.

                                    FIRST NATIONAL MASTER NOTE TRUST, as Issuer

                                    By  Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee under the Trust Agreement


                                     By ________________________________________
                                     Name ______________________________________
                                     Title______________________________________

Dated: ___________, 200[__]


                                      A2-4
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes described in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                          as Indenture Trustee


                                          By____________________________________
                                               Authorized Signatory
                                          Dated_________________________________


                                      A2-5
<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

                 CLASS B 2.76% ASSET BACKED NOTE, SERIES 2003-1

                         SUMMARY OF TERMS AND CONDITIONS

This Class B Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series 2003-1 (the "Series
2003-1 Notes"), issued under a Master Indenture dated as of October 24, 2002
(the "Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of March 20, 2003 (the "Indenture Supplement"), and representing the
right to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.

The Class A Notes and the Class C Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely
to the property of Issuer allocated to the payment of this Note for payment
hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
in the case of Indenture Trustee as expressly provided in the Indenture, subject
to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to
the Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of Indenture Trustee.

THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST
NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or
Indenture Trustee shall treat the person in whose name this Class B Note is
registered as the owner hereof for all purposes, and neither Issuer, Transferor,
Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall
be affected by notice to the contrary.

THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEBRASKA, 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.


                                      A2-6
<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee ___________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
______________________ (name and address of assignee) the within certificate
and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________ attorney, to transfer said certificate on the books
kept for registration thereof, with full power of substitution in the premises.


Dated:________________________                    ____________________________**
                                                  Signature Guaranteed:

----------
** The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.


                                      A2-7
<PAGE>

                                   EXHIBIT A-3

         FORM OF CLASS C FLOATING RATE ASSET BACKED NOTE, SERIES 2003-1

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT
WILL NOT AT ANY TIME INSTITUTE AGAINST FIRST BANKCARD MASTER CREDIT CARD TRUST,
A COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEBRASKA ("FBMCCT"), FIRST
NATIONAL FUNDING CORPORATION, A NEBRASKA BUSINESS CORPORATION ("FNFC"),
TRANSFEROR OR ISSUER, OR SOLICIT OR JOIN OR COOPERATE WITH OR ENCOURAGE ANY
INSTITUTION IN INSTITUTING AGAINST FBMCCT, FNFC, TRANSFEROR OR ISSUER, ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS,
OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
SIMILAR LAW IN CONNECTION WITH ANY OBLIGATION RELATING TO THE NOTES, THE
INDENTURE OR ANY OF THE TRANSACTION DOCUMENTS.

THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF
A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS INDEBTEDNESS
OF ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

THE HOLDER OF THIS CLASS C NOTE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT
EITHER (I) IT IS NOT ACQUIRING THE NOTE WITH THE PLAN ASSETS OF AN "EMPLOYEE
BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF
ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE
FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH
ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF
THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"); OR (II) THE ACQUISITION AND
HOLDING OF THE CLASS C NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER

<PAGE>

SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).


                                      A3-2
<PAGE>

REGISTERED                                                          $__________*
No. R- _____                                                     CUSIP NO. _____

                        FIRST NATIONAL MASTER NOTE TRUST

             CLASS C FLOATING RATE ASSET BACKED NOTE, SERIES 2003-1

First National Master Note Trust (herein referred to as "Issuer"), a Delaware
statutory trust governed by a Trust Agreement dated as of October 16, 2002, for
value received, hereby promises to pay to Cede & Co., or registered assigns,
subject to the following provisions, the principal sum of DOLLARS, or such
greater or lesser amount as determined in accordance with the Indenture, on the
August, 2008 Distribution Date, except as otherwise provided below or in the
Indenture. Issuer will pay interest on the unpaid principal amount of this Note
at the Class C Note Interest Rate on each Distribution Date until the principal
amount of this Note is paid in full. Interest on this Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, for the
initial Distribution Date, from and including the Closing Date to but excluding
such Distribution Date. Interest will be computed on the basis of a 360-day year
and the actual number of days elapsed. Principal of this Note shall be paid in
the manner specified in the Indenture Supplement referred to on the reverse
hereof.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

Unless the certificate of authentication hereon has been executed by or on
behalf of Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

This Note has been executed by Wilmington Trust Company, not in its individual
capacity, but solely in its capacity as Owner Trustee of the Issuer, in no event
shall Wilmington Trust Company, in its individual capacity, have any liability
in respect of the obligations of Issuer hereunder or under any other document,
as to all of which recourse shall be had solely to the assets of Issuer, and for
all purposes of this Note and each other document, Owner Trustee (as such or in
its individual capacity) shall be subject to, and entitled to the benefits of,
the terms and provisions of the Trust Agreement.

THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON
THE CLASS A NOTES AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.

----------
* Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                      A3-3
<PAGE>

IN WITNESS WHEREOF, Issuer has caused this Class C Note to be duly executed.

                                     FIRST NATIONAL MASTER NOTE TRUST, as Issuer

                                     By  Wilmington Trust Company, not in its
                                         individual capacity but solely as Owner
                                         Trustee under the Trust Agreement


                                     By ________________________________________
                                     Name ______________________________________
                                     Title______________________________________

Dated: ___________, 200[__]


                                      A3-4
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class C Notes described in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                          as Indenture Trustee


                                          By____________________________________
                                               Authorized Signatory
                                          Dated_________________________________


                                      A3-5
<PAGE>

                        FIRST NATIONAL MASTER NOTE TRUST

             CLASS C FLOATING RATE ASSET BACKED NOTE, SERIES 2003-1

                         SUMMARY OF TERMS AND CONDITIONS

This Class C Note is one of a duly authorized issue of Notes of Issuer,
designated as First National Master Note Trust, Series 2003-1 (the "Series
2003-1 Notes"), issued under a Master Indenture dated as of October 24, 2002
(the "Master Indenture"), between Issuer and The Bank of New York, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Indenture Supplement
dated as of March 20, 2003 (the "Indenture Supplement"), and representing the
right to receive certain payments from Issuer. The term "Indenture," unless the
context otherwise requires, refers to the Master Indenture as supplemented by
the Indenture Supplement. The Notes are subject to all of the terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture. In the event
of any conflict or inconsistency between the Indenture and this Note, the
Indenture shall control.

The Class A Notes and the Class B Notes will also be issued under the Indenture.

The Noteholder, by its acceptance of this Note, agrees that it will look solely
to the property of Issuer allocated to the payment of this Note for payment
hereunder and that neither Owner Trustee nor Indenture Trustee is liable to the
Noteholders for any amount payable under the Notes or the Indenture or, except
in the case of Indenture Trustee as expressly provided in the Indenture, subject
to any liability under the Indenture.

This Note does not purport to summarize the Indenture and reference is made to
the Indenture for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of Indenture Trustee.

THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
ISSUER, FIRST NATIONAL BANK OF OMAHA, FIRST NATIONAL FUNDING CORPORATION, FIRST
NATIONAL FUNDING LLC, OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

Issuer, Transferor, Indenture Trustee and any agent of Issuer, Transferor or
Indenture Trustee shall treat the person in whose name this Class C Note is
registered as the owner hereof for all purposes, and neither Issuer, Transferor,
Indenture Trustee nor any agent of Issuer, Transferor or Indenture Trustee shall
be affected by notice to the contrary.

THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEBRASKA, 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.


                                      A3-6
<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee ______________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________ (name and address of assignee) the within certificate and all
rights thereunder, and hereby irrevocably constitutes and appoints
_________________ attorney, to transfer said certificate on the books kept for
registration thereof, with full power of substitution in the premises.


Dated:________________________                    ____________________________**
                                                  Signature Guaranteed:


----------
**    The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change whatsoever.




                                      A3-7
<PAGE>

                                    EXHIBIT B

                    FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                        NOTIFICATION TO INDENTURE TRUSTEE

                        FIRST NATIONAL MASTER NOTE TRUST
                                  SERIES 2003-1


The undersigned, a duly authorized representative of First National Bank of
Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing Agreement,
dated as of October 24, 2002 (the "Transfer and Servicing Agreement") between
FNBO, as Servicer, First National Funding LLC, as transferor ("Transferor") and
First National Master Note Trust, as issuer ("Issuer"), does hereby certify as
follows:

            A. Capitalized terms used in this Certificate have their respective
      meanings set forth in the Master Indenture dated as of October 24, 2002
      (the "Indenture") between Issuer and The Bank of New York, as indenture
      trustee ("Indenture Trustee") as supplemented by the 2003-1 Indenture
      Supplement dated as of March 20, 2003 between Issuer and Indenture Trustee
      (as amended and supplemented, the "Indenture Supplement").

            B. FNBO is Servicer.

            C. The undersigned is an Authorized Officer of Servicer.

I.    INSTRUCTION TO MAKE A WITHDRAWAL

[From the aggregate Collections wired to the Indenture Trustee with respect to
the Related Monthly Period on the Transfer Date, the Indenture Trustee shall
make deposits to the Series Accounts for Series 2003-1 as follows:

<TABLE>
<S>                                                  <C>
                  To the Finance Charge Account      $______________
                  To the Principal Account           $______________
</TABLE>

      [TO BE USED IF SERVICER IS PERMITTED TO MAKE MONTHLY DEPOSITS PURSUANT TO
      THE POOLING AND SERVICING AGREEMENT OR THE TRANSFER AND SERVICING
      AGREEMENT, AS APPLICABLE.]

Pursuant to Section 4.04, Servicer does hereby instruct Indenture Trustee (i) to
make a withdrawal from the Finance Charge Account (or other Series Account as
specified below) on , 200 , which date is a Transfer Date under the Indenture
Supplement, in an aggregate amount (equal to the Available Finance Charge
Collections) as set forth below in respect of the following amounts and (ii) to
apply the proceeds of such withdrawal in accordance with subsection 4.04(a):

<PAGE>

<TABLE>
<S>                                                                                        <C>
         A.        Pursuant to subsection 4.04(a)(i):

                   Class A Monthly Interest Payment for the
                   preceding Interest Period ..........................................    $___________

                   Class A Interest Shortfall due to
                   Class A Noteholders ................................................    $___________

                   Class A Default Interest for such
                   Distribution Date ..................................................    $___________

                   Class A Default Interest previously due but
                   not distributed to Class A Noteholders .............................    $___________

         B.        Pursuant to subsection 4.04(a)(ii):

                   Class B Monthly Interest Payment for the
                   preceding Interest Period ..........................................    $___________

                   Class B Interest Shortfall due to
                   Class B Noteholders ................................................    $___________

                   Class B Default Interest for such
                   Distribution Date ..................................................    $___________

                   Class B Default Interest previously due but
                   not distributed to Class B Noteholders .............................    $___________

         C.        Pursuant to subsection 4.04(a)(iii) if Servicer
                   is not FNBO or an Affiliate of FNBO:

                   Noteholder Servicing Fee for such Distribution Date,
                   plus the amount of any Noteholder Servicing Fee
                   previously due but not distributed to Servicer on a
                   prior Distribution Date ............................................    $___________

         D.        Pursuant to subsection 4.04(a)(iv):

                   Class C Monthly Interest Payment for the
                   preceding Interest Period ..........................................    $___________

                   Class C Interest Shortfall due to
                   Class C Noteholders ................................................    $___________

                   Class C Default Interest for such
                   Distribution Date ..................................................    $___________
</TABLE>


                                      B-2
<PAGE>

<TABLE>
<S>                                                                                        <C>
                   Class C Default Interest previously due but
                   not distributed to Class C Noteholders .............................    $___________

         E.        Pursuant to subsection 4.04(a)(v):

                   Investor Default Amount to be treated as
                   Available Principal Collections ....................................    $___________

                   Uncovered Dilution Amount for such
                   Distribution Date to be treated as Available
                   Principal Collections ..............................................    $___________

         F.        Pursuant to subsection 4.04(a)(vi):

                   Investor Charge Offs and the amount of
                   Reallocated Principal Collections not
                   previously reimbursed to be treated as
                   Available Principal Collections ....................................    $___________

         G.        Pursuant to subsection 4.04(a)(vii):

                   Amounts to be deposited into the Spread Account ....................    $___________

         H.        Pursuant to subsection 4.04(a)(viii):

                   Noteholder Servicing Fee for such Distribution
                   Date, plus the amount of any Noteholder
                   Servicing Fee previously due but not distributed
                   to Servicer on a prior Distribution Date ...........................    $___________

         I.        Pursuant to subsection 4.04(a)(ix):

                   Amount to be deposited into the Reserve
                   Account ............................................................    $___________

         J.        Pursuant to subsection 4.04(a)(x):

                   The balance will constitute Excess Finance
                   Charge Collections for such Distribution Date ......................    $___________

         K.        Excess Finance Charge Collections
                   available and required to support other
                   Series in Group One ................................................    $___________
</TABLE>


                                      B-3
<PAGE>

<TABLE>
<S>                                                                                        <C>
                   Excess Finance Charge Collections available to cover
         L.        Excess Servicing Fee ...............................................    $___________
</TABLE>

Pursuant to Section 4.04(b) and (c), Servicer does hereby instruct Indenture
Trustee (i) to make a withdrawal from the Principal Account (or other Series
Account specified below) on ______________, 200__ , which date is a Transfer
Date under the Indenture Supplement, in an aggregate amount (equal to the
Available Principal Collections) as set forth below in respect of the following
amounts and (ii) to apply the proceeds of such withdrawal in accordance with
Section 4.04(b) and (c):

<TABLE>
<S>                                                                                        <C>
         A.        Pursuant to subsection 4.04(b):

                   During the Revolving Period, amount equal to the
                   Available Principal Collections to be treated as Excess
                   Principal Collections and applied in accordance with
                   Section 8.05 of the Indenture ......................................    $___________

         B.        Pursuant to subsection 4.04(c)(i):

                   During the Accumulation Period, Monthly Principal for
                   such Transfer Date to be deposited into the Principal
                   Accumulation Account ...............................................    $___________

         C.        Pursuant to subsection 4.04(c)(ii):

                   During the Rapid Amortization Period, Monthly
                   Principal for such Transfer Date to be deposited to
                   the Distribution Account for payment to the Class A
                   Noteholders on the Distribution Date until an
                   aggregate amount equal to the Class A Note
                   Principal Balance has been so deposited ............................    $___________

         D.        Pursuant to subsection 4.04(c)(iii):

                   During the Rapid Amortization Period, after giving
                   effect to Clause (C) above, if any remaining Monthly
                   Principal, to be deposited to the Distribution Account
                   for payment to the Class B Noteholders on the Distribution
                   Date until an aggregate amount equal to the
                   Class B Note Principal Balance has been so deposited ...............    $___________
</TABLE>


                                 B-4
<PAGE>

<TABLE>
<S>                                                                                        <C>
         E.        Pursuant to subsection 4.04(c)(iv):

                   During the Rapid Amortization Period, after giving
                   effect to Clause (D) above, if any remaining Monthly
                   Principal, to be deposited to the Distribution Account
                   for payment to the Class C Noteholders, on the
                   Distribution Date until an aggregate amount equal to
                   the Class C Note Principal Balance has been so deposited ...........    $___________

         F.        Pursuant to subsection 4.04(c)(v):

                   Available Principal Collections, if any, remaining
                   after giving effect to Clauses (B) through (E) above,
                   to be treated as Excess Principal Collections ......................    $___________
</TABLE>

Pursuant to Section 4.06, Servicer does hereby instruct Indenture Trustee (i) to
make a withdrawal from the Principal Account on _____________, 200__ which date
is a Distribution Date under the Indenture Supplement, in an aggregate amount
(equal to the Available Principal Collections) as set forth below in respect of
the following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Section 4.06:

<TABLE>
<S>                                                                                        <C>
                   Reallocated Principal Collections, up to the amount
                   required to fund any deficiency pursuant to and in
                   the priority set forth subsections 4.04(a)(i), (ii)
                   and (iii) of the Indenture Supplement (after
                   application of amounts available from the Spread
                   Account) to be deposited to the Distribution
                   Account for payment to the Class A and Class B
                   Noteholders or distributed to the Servicer .........................    $___________
</TABLE>

Pursuant to Section 4.09, Servicer does hereby instruct Indenture
Trustee to transfer from the Principal Accumulation Account to the
Finance Charge Account, the Principal Accumulation Investment Proceeds
on deposit in the Principal Accumulation Account for application as
Available Finance Charge Collections in the following amount and to
deposit interest and earnings on the funds on deposit in the Principal
Account, the Finance Charge Account and the Distribution Account to an
account designated by Servicer:

<TABLE>
<S>                                                             <C>
                  From Principal Accumulation Account
                    to the Finance Charge Account               $_________
                  Earnings on Principal Account, Finance
                  Charge Account and Distribution Account
                  to the order of Servicer                      $_________
</TABLE>


                                 B-5
<PAGE>

Pursuant to Section 4.10, Servicer does hereby instruct Indenture Trustee to
withdraw from the Reserve Account an amount equal to any Reserve Account Surplus
to be deposited into the Spread Account in accordance with Section 4.10(e), in
the following amount.

                                                        $__________________

Pursuant to Section 4.12, Servicer does hereby instruct Indenture Trustee to
withdraw from the Spread Account an amount equal to a deficiency in Class C
Monthly Interest Payment up to the Available Spread Account Amount, in the
following amount.

                                                        $__________________

II.   INSTRUCTIONS TO MAKE CERTAIN PAYMENTS

Pursuant to Section 5.02, Servicer does hereby instruct Indenture Trustee or
Paying Agent, as the case may be, to pay in accordance with Section 5.02 from
the Distribution Account or the Principal Accumulation Account, as applicable,
_____________ on , which date is a Distribution Date under the Indenture
Supplement, the following amounts:

<TABLE>
<S>                                                                              <C>
         A.        Pursuant to subsection 5.02(a):

         (1)       Class A Noteholder's pro rata share of the amounts on
                   deposit in the Distribution Account that are allocated
                   and available on such Distribution Date to pay interest
                   on the Class A Notes pursuant to the Indenture
                   Supplement ................................................   $______________________

         (2)       Class A Noteholder's pro rata share of the amounts on
                   deposit in the Distribution Account that are allocated
                   and available on such Distribution Date to pay
                   principal of the Class A Notes pursuant to the
                   Indenture Supplement ......................................   $______________________

         B.        Pursuant to subsection 5.02(b):

         (1)       Class B Noteholder's pro rata share of the amounts on
                   deposit in the Distribution Account that are allocated
                   and available on such Distribution Date to pay interest
                   on the Class B Notes pursuant to the Indenture
                   Supplement ................................................   $______________________
</TABLE>


                                      B-6
<PAGE>

<TABLE>
<S>                                                                              <C>
         (2)       Class B Noteholder's pro rata share of the amounts on
                   deposit in the Distribution Account that are allocated
                   and available on such Distribution Date to pay
                   principal of the Class B Notes pursuant to the
                   Indenture Supplement ......................................   $______________________

         C.        Pursuant to subsection 5.02(c):

         (1)       Class C Noteholder's pro rata share of the amounts on
                   deposit in the Distribution Account that are allocated
                   and available on such Distribution Date to pay interest
                   on the Class C Notes pursuant to the Indenture
                   Supplement, including amounts withdrawn from the Spread
                   Account ...................................................   $______________________

         (2)       Class C Noteholder's pro rata share of the amounts on
                   deposit in the Distribution Account that are allocated
                   and available on such Distribution Date to pay
                   principal of the Class C Notes pursuant to the
                   Indenture Supplement ......................................   $______________________
</TABLE>


                                      B-7
<PAGE>

IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
_______ day of ____________, 200__.

                                           FIRST NATIONAL BANK OF OMAHA,
                                           as Servicer


                                           By__________________________________
                                           Name________________________________
                                           Title_______________________________


                                      B-8
<PAGE>

                                    EXHIBIT C

                      FORM OF MONTHLY REPORT TO NOTEHOLDERS


                 FIRST NATIONAL MASTER NOTE TRUST SERIES 2003-1
                             MONTHLY PERIOD ENDING:

The undersigned, a duly authorized representative of First National Bank of
Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing Agreement
dated as of October 24, 2002 (as amended, the "Transfer and Servicing
Agreement") by and between FNBO, as Servicer, First National Funding LLC, as
Transferor, and First National Master Note Trust, as Issuer, does hereby certify
as follows:

(a) The rights of the Issuer under the Transfer and Servicing Agreement have
been assigned to The Bank of New York, as Indenture Trustee, under the Master
Indenture dated as of October 24, 2002 (the "Indenture"), by and between Issuer
and the Indenture Trustee, and acknowledged by Transferor and Servicer, as
supplemented by the Series 2003-1 Indenture Supplement, dated as of March 20,
2003, by and between Issuer and Indenture Trustee, and acknowledged by
Transferor and Servicer (the "Supplement"). Capitalized terms used in this
Certificate have their respective meanings set forth in the Transfer and
Servicing Agreement. References herein to certain sections and subsections are
references to the respective sections and subsections of the Transfer and
Servicing Agreement. This Certificate is delivered pursuant to Section 3.04 of
the Transfer and Servicing Agreement and Articles VIII and IX of the Indenture.

(b) FNBO is the Servicer under the Transferor and Servicing Agreement.

(c) The undersigned is a Servicing Officer.

(d) The date of this Certificate is the Determination Date relating to the _____
Distribution Date (the "Distribution Date").

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

                        [If applicable, insert "None".]

(f) To the knowledge of the undersigned, no Series 2003-1 Pay Out Event and no
Trust Pay Out Event has occurred except as described below:

                        [If applicable, insert "None"]

(g) As of the date hereof the Available Spread Account Amount equals the
Required Spread Account Amount and, if the Reserve Account Funding Date has
occurred, the Available Reserve Account Amount equals the Required Reserve
Account Amount.

<PAGE>

A.    INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES

1.    Principal Receivables

      (a)   Beginning of Monthly Period Principal Receivables     --------------

      (b)   End of Monthly Period Principal Receivables           --------------

      (c)   Average Principal Receivables                         --------------

2.    End of Monthly Period Trust Receivables                     --------------

3.    Delinquent Balances

<TABLE>
<CAPTION>
               Delinquency                      Aggregate Account              Percentage of
                 Category                            Balance                 Total Receivables
                 --------                       -----------------            -----------------
<S>                                             <C>                          <C>
      (a) 30 to 59 days                         ----------------------------------------------
      (b) 60 to 89 days                         ----------------------------------------------
      (c) 90 to 119 days                        ----------------------------------------------
      (d) 120 to 149 days                       ----------------------------------------------
      (e) 150 or more days                      ----------------------------------------------
               Total:
</TABLE>

4.    Aggregate amount of Collections

      (a)   Total Collections                                       ------------

      (b)   Total Collections of Principal Receivables              ------------

      (c)   Total Collections of Finance Charge Receivables         ------------

      (d)   Aggregate Allocation Percentages for Outstanding
            Series                                                  ------------

      (e)   Aggregate Allocation Percentage of Collections of
            Principal Receivables                                   ------------

      (f)   Aggregate Allocation Percentage of Collections of
            Finance Charge Receivables                              ------------

5.    Aggregate amount of Principal Receivables in Accounts which
      became Defaulted Accounts during the Monthly Period           ------------

6.    Calculation of Interchange allocable to the Issuer for the
      Monthly Period                                                ------------

      (a)   Sales net of cash advances during the Monthly Period
            on all FNBO MasterCard and VISA(1) accounts             ------------

      (b)   Sales net of cash advances during the Monthly Period
            on Accounts designated to the Receivables Trust         ------------

----------
(1) MasterCard and VISA are registered trademarks of MasterCard International
Incorporated and of VISA USA, Inc., respectively.


                               C-2
<PAGE>

      (c)   Total amount of Interchange paid or payable to FNBO
            with respect to the Monthly Period                      ------------

      (d)   Amount of Interchange allocable to Series 2003-1 with
            respect to the Monthly Period ([c] multiplied by
            [b/a] multiplied by the Allocation Percentage for
            Finance Charge Collections)                             ------------

      (e)   Servicer Interchange amount (1% of Collateral Amount
            at end of prior Monthly Period)                         ------------

      (f)   Adjustment to Noteholder Servicing Fee (excess of (e)
            over (d))                                               ------------

7.    The aggregate amount of Collections of Finance Charge
      Receivables for the Receivables Trust for the Monthly
      Period

      (a)   Interchange                                             ------------

      (b)   Recoveries                                              ------------

      (c)   Finance Charges and Fees                                ------------

      (d)   Discount Receivables                                    ------------

            Total                                                   ------------

      8.    Aggregate Uncovered Dilution Amount for the Monthly
            Period

B.    INFORMATION REGARDING THE SERIES 2003-1 NOTES

      1.    Collateral Amount at the close of business on the
            prior Distribution Date                                 ------------

            (a)   Reductions due to Investor Charge-Offs
                  (including Uncovered Dilution Amounts) to be
                  made on the related Distribution Date             ------------

            (b)   Reimbursements to be made on the related
                  Distribution Date from Available Finance Charge
                  Collections                                       ------------

            (c)   Collateral Amount at the close of business on
                  the Distribution Date                             ------------

      2.    Note Principal Balance at the close of business on
            the Distribution Date during the Monthly Period

            (a)   Class A Note Principal Balance                    ------------

            (b)   Class B Note Principal Balance                    ------------

            (c)   Class C Note Principal Balance                    ------------

                      Total Note Principal Balance                  ------------

      3.    Allocation Percentages for the Monthly Period

            (a)   Principal Collections                             ------------

            (b)   Finance Charge Collections                        ------------

            (c)   Default Amounts                                   ------------


                               C-3
<PAGE>

      4.    Investor Principal Collections processed during the
            Monthly Period and allocated to the Series              ------------

      5.    Excess Principal Collections available from other
            Group I Series allocated to the Series                  ------------

      6.    Aggregate amounts treated as Available Principal
            Collections pursuant to subsections 4.04(a)(v) and
            (vi) of the related Indenture Supplement                ------------

      7.    Reallocated Principal Collections (up to the Monthly
            Principal Reallocation Amount) applied pursuant to
            Section 4.06 of the related Indenture Supplement        ------------

      8.    AVAILABLE PRINCIPAL COLLECTIONS (4+5+6-7)               ------------

      9.    Principal Accumulation Investment Proceeds              ------------

      10.   Investor Finance Charge Collections (including
            Interchange and Recoveries) processed during the
            Monthly Period                                          ------------

      11.   Excess Finance Charge Collections from Group I
            allocated to the Series                                 ------------

      12.   Reserve Account withdrawals pursuant to Section
            4.10(b) or (d) of the related Indenture Supplement      ------------

      13.   Excess amounts from Spread Account to be treated as
            Available Finance Charge Collections pursuant to
            Section 4.12(g) of the related Indenture Supplement     ------------

      14.   AVAILABLE FINANCE CHARGE COLLECTIONS (9+10+11+12+13)    ------------

      15.   Distributions of principal and interest to
            Noteholders on the Distribution Date:

            (a)   Class A Noteholders                               ------------

            (b)   Class B Noteholders                               ------------

            (c)   Class C Noteholders                               ------------

      16.   Distributions of principal to Noteholders on the
            Distribution Date:

            (a)   Class A Noteholders                               ------------

            (b)   Class B Noteholders                               ------------

            (c)   Class C Noteholders                               ------------

      17.   Distributions of interest to Noteholders on the
            Distribution Date:


                               C-4
<PAGE>

            (a)   Class A Noteholders                               ------------

            (b)   Class B Noteholders                               ------------

            (c)   Class C Noteholders                               ------------

      18.   The aggregate amount of all Principal Receivables in
            Accounts which became Defaulted Accounts during the
            Monthly Period which were allocated to the Series

            (a)   Default Amount                                    ------------

            (b)   Allocation Percentage (B.3.(c) above)
                  Total Investor Default Amount (axb)               ------------

      19.   The aggregate amount of Uncovered Dilution Amount
            allocated to the Series for the Monthly Period

            (a)   Dilutions not covered by Transferor               ------------

            (b)   Series Allocation Percentage (as defined in the
                  related Indenture Supplement)                     ------------

            (c)   Total Uncovered Dilution Amount                   ------------

      20.   The aggregate amount of Investor Charge-Offs
            (including any Uncovered Dilution Amount not covered
            by the Transferor) for the Monthly Period               ------------

      21.   Noteholder Servicing Fee for the Monthly Period
            payable to the Servicer (after adjustment for
            Servicer Interchange shortfall, if any)                 ------------

      22.   Ratings of the Class A Notes

            Moody's                                                 ------------
            S&P                                                     ------------
            Fitch                                                   ------------

      23.   Ratings of the Class B Notes

            Moody's                                                 ------------
            S&P                                                     ------------
            Fitch                                                   ------------

      24.   Ratings of the Class C Notes

            Moody's                                                 ------------
            S&P                                                     ------------
            Fitch                                                   ------------

      25.   Note Interest Rate for the Monthly Period

            (a)   Class A Note Interest Rate                        ------------

            (b)   Class B Note Interest Rate                        ------------

            (c)   Class C Note Interest Rate                        ------------


                               C-5
<PAGE>

C.    QUARTERLY NET YIELD

      1.    Base Rate for the Monthly Period                        ------------

      2.    Portfolio Yield for the Monthly Period (See
            "Portfolio Yield" definition which is adjusted for
            Investor Default Amount and Uncovered Dilution
            Amount)                                                 ------------

      3.    Net Yield for the Monthly Period (Portfolio Yield
            MINUS Base Rate)                                        ------------

      4.    Quarterly Net Yield for the related Distribution Date   ------------

D.    INFORMATION REGARDING THE PRINCIPAL ACCUMULATION ACCOUNT

      1.    Opening Principal Accumulation Account Balance on the
            Distribution Date for the Monthly Period                ------------

      2.    Controlled Deposit Amount to be deposited to the
            Principal Accumulation Account on the Distribution
            Date for the Monthly Period

            (a)   Controlled Accumulation Amount                    ------------

            (b)   Accumulation Shortfall                            ------------

            (c)   Controlled Deposit Amount (a+b)                   ------------

      3.    Amounts withdrawn from the Principal Accumulation
            Account for distribution to Noteholders on the
            related Distribution Date

            (a)   Distribution in reduction of the Class A Notes    ------------

            (b)   Distribution in reduction of the Class B Notes    ------------

            (c)   Distribution in reduction of the Class C Notes    ------------

      4.    Principal Accumulation Account ending balance after
            deposit/withdrawal on the Distribution Date for the
            Monthly Period                                          ------------

E.    INFORMATION REGARDING THE SPREAD ACCOUNT

      1.    Opening Available Spread Account Amount on the
            Distribution Date for the Monthly Period                ------------

      2.    Aggregate amount required to be withdrawn pursuant to
            Section 4.12(c) of the related Indenture Supplement
            for distribution to Class C Noteholders pursuant to
            Section 4.04(a)(iv) of the related Indenture
            Supplement                                              ------------

      3.    Aggregate amount required to be withdrawn pursuant to
            Section 4.12(d) of the related Indenture Supplement
            for distribution in reduction of the Class C Note
            Principal Balance                                       ------------

      4.    Spread Account Percentage for the Distribution Date
            for the Monthly Period                                  ------------


                               C-6
<PAGE>

      5.    Closing Required Spread Account Amount for the
            Distribution Date for the Monthly Period                ------------

      6.    Amount on deposit in Spread Account after required
            withdrawals on the Distribution Date for the Monthly
            Period (1-(2+3))                                        ------------

      7.    Spread Account Deficiency, if any (5 MINUS 6)           ------------

      8.    Amounts deposited pursuant to Section 4.04(a)(vii) or
            4.10(e) of the related Indenture Supplement             ------------

      9.    Remaining Spread Account Deficiency, if any (7 minus
            8)                                                      ------------

F.    INFORMATION REGARDING THE RESERVE ACCOUNT

      1.    Reserve Account Funding Date                            ------------

      2.    Opening Available Reserve Account Amount on the
            Distribution Date for the Monthly Period                ------------

      3.    Aggregate amount required to be withdrawn pursuant to
            Section 4.10(d) of the related Indenture Supplement
            for inclusion in Available Finance Charge
            Collections:

            (a)   Covered Amount                                    ------------

            (b)   Principal Accumulation Investment Proceeds        ------------

            (c)   Reserve Draw Amount (a MINUS b)                   ------------

      4.    Required Reserve Account Amount                         ------------

      5.    Reserve Account Surplus (4-(2-3))                       ------------

G.    INFORMATION REGARDING ACCUMULATION PERIOD (REQUIRED ON AND
      AFTER DECEMBER, 2004 DISTRIBUTION DATE)

      1.    Accumulation Period Length (months)                     ------------


                               C-7
<PAGE>

IN WITNESS thereof, the undersigned has duly executed and delivered this
Certificate the _______________ day of _________________________,_____________ .

                                           FIRST NATIONAL BANK OF OMAHA,
                                           Servicer


                                           By___________________________________
                                           Name_________________________________
                                           Title________________________________


                                      C-8
<PAGE>

                                    EXHIBIT D

                     FORM OF MONTHLY SERVICER'S CERTIFICATE

                          FIRST NATIONAL BANK OF OMAHA

                 FIRST NATIONAL MASTER NOTE TRUST, SERIES 2003-1

The undersigned, a duly authorized representative of First National Bank of
Omaha ("FNBO"), as Servicer pursuant to the Transfer and Servicing Agreement,
dated as of October 24, 2002 (as amended and supplemented, the "Transfer and
Servicing Agreement"), among First National Funding LLC, as Transferor, First
National Bank of Omaha, as Servicer and First National Master Note Trust, as
Issuer, does hereby certify as follows:

1. Capitalized terms used in this Certificate have their respective meanings set
forth in the Transfer and Servicing Agreement or the Master Indenture dated as
of October 24, 2002 (as amended or supplemented, the "Master Indenture"),
between Issuer and The Bank of New York, as indenture trustee ("Indenture
Trustee") as supplemented by the Series 2003-1 Indenture Supplement, dated as of
March 20, 2003, between Issuer and Indenture Trustee (as amended and
supplemented, the "Indenture Supplement") and together with the Master
Indenture, the "Indenture"), as applicable.

2. FNBO is, as of the date hereof, Servicer under the Transfer and Servicing
Agreement.

3. The undersigned is an Authorized Officer of Servicer.

4. This Certificate relates to the Distribution Date occurring on
______________, 200__.

5. As of the date hereof, to the best knowledge of the undersigned, Servicer has
performed in all material respects all of its obligations under the Transfer and
Servicing Agreement and the Indenture through the Monthly Period preceding such
Distribution Date [or, if there has been a default in the performance of any
such obligation, set forth in detail the (i) nature of such default, (ii) the
action taken by Servicer, if any, to remedy such default and (iii) the current
status of each such default]; if applicable, insert "None".

6. As of the date hereof, to the best knowledge of the undersigned, no Pay Out
Event occurred on or prior to such Distribution Date.

<PAGE>

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this _______ day of ____________________, 20__.

                                           FIRST NATIONAL BANK OF OMAHA,
                                           as Servicer


                                           By___________________________________
                                           Name_________________________________
                                           Title________________________________