<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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



                            SERIES 2004-3 SUPPLEMENT
                            Dated as of June 2, 2004


                                       to


                         POOLING AND SERVICING AGREEMENT
                            Dated as of May 16, 1996,
                  as amended and restated as of April 16, 2004


                                  $600,000,000




                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST


                                  Series 2004-3




                                      among


              AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II

           AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC

            AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC
                                 as Transferors


             AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
                                   as Servicer


                                       and


                              THE BANK OF NEW YORK
                                   as Trustee
                on behalf of the Series 2004-3 Certificateholders

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



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                      PAGE
         <S>                                                                                                          <C>
         ARTICLE I        Creation of the Series 2004-3 Certificates....................................................1

         Section 1.01.    Designation...................................................................................1

         ARTICLE II       Definitions...................................................................................2

         Section 2.01.    Definitions...................................................................................2

         ARTICLE III      Servicing Fee................................................................................14

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

         ARTICLE IV       Rights of Series 2004-3 Certificateholders and Allocation and Application of Collections.....15

         Section 4.01.    Collections and Allocations..................................................................15

         Section 4.02.    Determination of Monthly Interest............................................................17

         Section 4.03.    Principal Funding Account; Controlled Accumulation Period....................................18

         Section 4.04.    Required Amount..............................................................................20

         Section 4.05.    Application of Class A Available Funds, Class B Available
                          Funds, Collateral Available Funds and Available Principal Collections........................20

         Section 4.06.    Defaulted Amounts; Investor Charge-Offs......................................................22

         Section 4.07.    Excess Spread; Excess Finance Charge Collections.............................................23

         Section 4.08.    Reallocated Principal Collections............................................................24

         Section 4.09.    Excess Finance Charge Collections............................................................25

         Section 4.10.    Reallocated Investor Finance Charge Collections..............................................25

         Section 4.11.    Shared Principal Collections.................................................................26

         Section 4.12.    Reserve Account..............................................................................27

         Section 4.13.    Investment Instructions......................................................................28

         Section 4.14.    Determination of LIBOR.......................................................................28

         ARTICLE V        Distributions and Reports to Series 2004-3 Certificateholders................................29

         Section 5.01.    Distributions................................................................................29

         Section 5.02.    Reports and Statements to Series 2004-3 Certificateholders...................................30

         ARTICLE VI       Pay-Out Events...............................................................................31

         Section 6.01.    Pay-Out Events...............................................................................31

         ARTICLE VII      Optional Repurchase; Series Termination......................................................32

         Section 7.01.    Optional Repurchase..........................................................................32

         Section 7.02.    Series Termination...........................................................................32
</TABLE>


                                       -i-
(Series 2004-3 Supplement)
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                      PAGE
         <S>                                                                                                          <C>

         ARTICLE VIII     Final Distributions..........................................................................33

         Section 8.01.    Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the
                          Agreement and Section 7.01 or 7.02 of this Supplement........................................33

         Section 8.02.    Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables pursuant to
                          Section 9.01 of the Agreement................................................................34

         ARTICLE IX       Miscellaneous Provisions.....................................................................35

         Section 9.01.    Ratification of Agreement....................................................................35

         Section 9.02.    Counterparts.................................................................................35

         Section 9.03.    Governing Law................................................................................35

         Section 9.04.    [Reserved]...................................................................................35

         Section 9.05.    [Reserved]...................................................................................36

         Section 9.06.    Uncertificated Securities....................................................................36

         Section 9.07.    Transfers of the Collateral Interest.........................................................36
</TABLE>


                                      -ii-
(Series 2004-3 Supplement)

<PAGE>

                  SERIES 2004-3 SUPPLEMENT, dated as of June 2, 2004 (the
                  "Supplement"), among AMERICAN EXPRESS RECEIVABLES FINANCING
                  CORPORATION II, a Delaware corporation, AMERICAN EXPRESS
                  RECEIVABLES FINANCING CORPORATION III LLC, a Delaware limited
                  liability company, and AMERICAN EXPRESS RECEIVABLES FINANCING
                  CORPORATION IV LLC, a Delaware limited liability company, as
                  Transferors, AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY,
                  INC., a New York corporation, as Servicer, and THE BANK OF NEW
                  YORK, a banking corporation organized and existing under the
                  laws of the State of New York, not in its individual capacity,
                  but solely as Trustee.

                  Pursuant to the Pooling and Servicing Agreement, dated as of
May 16, 1996, as amended and restated as of April 16, 2004 (as amended and
restated and as otherwise amended and supplemented, the "Agreement"), among the
Transferors, the Servicer and the Trustee, the AMERICAN EXPRESS CREDIT ACCOUNT
MASTER TRUST (the "Trust") has been created. Section 6.03 of the Agreement
provides that the Transferors may from time to time direct the Trustee to
authenticate one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.

                  Pursuant to this Supplement, the Transferors and the Trustee
shall create a new Series of Investor Certificates and specify the Principal
Terms thereof.

                                   ARTICLE I

                   Creation of the Series 2004-3 Certificates

         Section 1.01. Designation.

         (a) There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Supplement to be known as "American
Express Credit Account Master Trust, Series 2004-3." The Series 2004-3
Certificates shall be issued in two Classes, the first of which shall be known
as the "Class A Series 2004-3 4.35% Asset Backed Certificates" and the second of
which shall be known as the "Class B Series 2004-3 4.55% Asset Backed
Certificates." In addition, there is hereby created a third Class of
uncertificated interests in the Trust which shall be known as the "Collateral
Interest, Series 2004-3" and which shall be deemed to be "Investor Certificates"
for all purposes under the Agreement and this Supplement other than for purposes
of the definition of the term "Tax Opinion" in Section 1.01 of the Agreement.
The Collateral Interest shall be considered a Class of Series 2004-3 for all
purposes of the Agreement and this Supplement, including for purposes of voting
concerning the liquidation of the Trust pursuant to Section 9.01 of the
Agreement. The Collateral Interest Holder shall be deemed to be the Series
Enhancer for all purposes under the Agreement and this Supplement.

         (b) Series 2004-3 shall be included in Group I and shall be a Principal
Sharing Series. Series 2004-3 shall be an Excess Allocation Series. Series
2004-3 shall not be subordinated to any other Series. Notwithstanding any
provision in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 2004-3 shall be the July 2004
Distribution Date and the first Monthly Period shall begin on and include the
Closing Date and end on and include June 25, 2004.

         (c) Except as expressly provided herein, (i) the provisions of Article
VI and Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender of Registered
Certificates shall not be applicable to the Collateral Interest, and (ii) the
provisions of Section 3.07 of the Agreement shall not cause the Collateral
Interest to be treated as debt for federal, state and local income and franchise
tax purposes, but rather the Transferors intend, and together with the
Collateral Interest Holder, agree to treat the Collateral Interest for federal,
state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.


                                        1
(Series 2004-3 Supplement)

<PAGE>

                                   ARTICLE II

                                   Definitions

Section 2.01.     Definitions.

         (a) Whenever used in this 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.

         "Additional Interest" means, with respect to any Distribution Date, the
Class A Additional Interest, the Class B Additional Interest and the Collateral
Additional Interest for such Distribution Date.

         "Adjusted Invested Amount" shall mean, with respect to any date of
determination, an amount equal to the Invested Amount less the Principal Funding
Account Balance on such date of determination.

         "Assignee" shall have the meaning specified in subsection 9.07(a).

         "Available Principal Collections" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the
Principal Allocation Percentage of Series 2004-3 Allocable Principal Collections
received during such Monthly Period minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.08 are required to fund the Required Amount for the related
Distribution Date, (b) any Shared Principal Collections with respect to other
Series that are allocated to Series 2004-3 in accordance with Section 4.04 of
the Agreement and Section 4.11 of this Supplement, and (c) any other amounts
which pursuant to Section 4.05 or 4.07 of this Supplement are to be treated as
Available Principal Collections with respect to the related Distribution Date.

         "Available Reserve Account Amount" shall mean, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.

         "Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest
(calculated as if the Class B Invested Amount equals the outstanding principal
balance of the Class B Certificates), the Collateral Minimum Monthly Interest
and the Monthly Servicing Fee with respect to the related Distribution Date and
the denominator of which is the Invested Amount as of the last day of the
preceding Monthly Period.

         "Class A Additional Interest" shall have the meaning specified in
subsection 4.02(a).

         "Class A Adjusted Invested Amount" shall mean, with respect to any date
of determination, an amount equal to the Class A Invested Amount less the
Principal Funding Account Balance (but not in excess of the Class A Invested
Amount) on such date.


                                        2
(Series 2004-3 Supplement)
<PAGE>

         "Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) if such Monthly Period relates to a
Distribution Date with respect to the Controlled Accumulation Period, the Class
A Floating Percentage of Principal Funding Account Investment Proceeds, if any,
with respect to such Distribution Date, (b) the Class A Floating Percentage of
the Reallocated Investor Finance Charge Collections and (c) the amount of funds,
if any, to be withdrawn from the Reserve Account which, pursuant to subsection
4.12(d), are required to be included in Class A Available Funds with respect to
such Distribution Date.

         "Class A Certificate Rate" shall mean, for any Interest Accrual Period
with respect to the Class A Certificates, a per annum rate equal to 4.35%.

         "Class A Certificateholder" shall mean the Person in whose name a Class
A Certificate is registered in the Certificate Register.

         "Class A Certificates" shall mean any one of the Certificates executed
by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-l.

         "Class A Floating Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class A Adjusted Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted Invested Amount as
of such day; provided, however, that with respect to the first Monthly Period,
the Class A Floating Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and the
denominator of which is the Initial Invested Amount.

         "Class A Initial Invested Amount" shall mean $522,000,000.

         "Class A Interest Shortfall" shall have the meaning specified in
subsection 4.02(a).

         "Class A Invested Amount" shall mean, on any date of determination, an
amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Class A Certificateholders on or prior
to such date, minus (c) the excess, if any, of (i) the aggregate amount of Class
A Investor Charge-Offs for all prior Distribution Dates over (ii) Class A
Investor Charge-Offs reimbursed pursuant to subsection 4.07(b) prior to such
date.

         "Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.06(a).

         "Class A Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for such Distribution Date and (ii) the Class A Floating Percentage for
such Monthly Period.

         "Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).

         "Class A Principal Percentage" shall mean, with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period, the Early Amortization Period or
any Partial Amortization Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class A
Invested Amount as of the close of business on the date on which the Revolving
Period shall have terminated and the denominator of which is the Invested Amount
as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period,
the Class A Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and
denominator of which is the Initial Invested Amount.


                                        3
(Series 2004-3 Supplement)
<PAGE>

         "Class A Required Amount" shall have the meaning specified in
subsection 4.04(a).

         "Class A Servicing Fee" shall have the meaning specified in Section
3.01.

         "Class B Additional Interest" shall have the meaning specified in
subsection 4.02(b).

         "Class B Adjusted Invested Amount" shall mean, with respect to any date
of determination, an amount equal to the Class B Invested Amount less the
positive difference, if any, between the Principal Funding Account Balance and
the Class A Invested Amount on such date.

         "Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class B Floating Percentage of the
Reallocated Investor Finance Charge Collections and (b) if such Monthly Period
relates to a Distribution Date with respect to the Controlled Accumulation
Period, the Class B Floating Percentage of the Principal Funding Account
Investment Proceeds, if any, with respect to such Distribution Date.

         "Class B Certificate Rate" shall mean, for any Interest Accrual Period
with respect to the Class B Certificates, a per annum rate equal to 4.55%.

         "Class B Certificateholder" shall mean the Person in whose name a Class
B Certificate is registered in the Certificate Register.

         "Class B Certificates" shall mean any one of the Certificates executed
by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.

         "Class B Floating Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B Adjusted Invested
Amount as of the close of business on the last day of the preceding Monthly
Period and the denominator of which is equal to the Adjusted Invested Amount as
of the close of business on such day; provided, however, that with respect to
the first Monthly Period, the Class B Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.

         "Class B Initial Invested Amount" shall mean $30,000,000.

         "Class B Interest Shortfall" shall have the meaning specified in
subsection 4.02(b).

         "Class B Invested Amount" shall mean, on any date of determination, an
amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Class B Certificateholders prior to
such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for
all prior Distribution Dates, minus (d) the amount of Reallocated Principal
Collections allocated on all prior Distribution Dates pursuant to subsection
4.08(a) (excluding any Reallocated Principal Collections that have resulted in a
reduction in the Collateral Invested Amount pursuant to Section 4.08), minus (e)
an amount equal to the amount by which the Class B Invested Amount has been
reduced on all prior Distribution Dates pursuant to subsection 4.06(a) and plus
(f) the amount of Excess Spread and Excess Finance Charge Collections allocated
and available on all prior Distribution Dates pursuant to subsection 4.07(e) for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Class B Invested Amount may not be
reduced below zero.

         "Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.06(b).


                                        4
(Series 2004-3 Supplement)

<PAGE>

         "Class B Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for such Distribution Date and (ii) the Class B Floating Percentage for
such Monthly Period.

         "Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).

         "Class B Principal Percentage" shall mean, with respect to any Monthly
Period, (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period, the Early Amortization Period or
any Partial Amortization Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class B
Invested Amount as of the close of business on the date on which the Revolving
Period shall have terminated and the denominator of which is the Invested Amount
as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period,
the Class B Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class B Initial Invested Amount and the
denominator of which is the Initial Invested Amount.

         "Class B Required Amount" shall have the meaning set forth in
subsection 4.04(b).

         "Class B Servicing Fee" shall have the meaning specified in Section
3.01.

         "Closing Date" shall mean June 2, 2004; provided that, for purposes of
determining the date on which the first Monthly Period begins, the Closing Date
shall be deemed to be the close of business on the last day of the seventh
billing cycle applicable to the Accounts ending in May 2004.

         "Collateral Additional Interest" shall have the meaning specified in
subsection 4.02(c).

         "Collateral Available Funds" shall mean with respect to any
Distribution Date, the Collateral Floating Percentage of Reallocated Investor
Finance Charge Collections with respect to the preceding Monthly Period.

         "Collateral Charge-Offs" shall have the meaning specified in subsection
4.06(c).

         "Collateral Default Amount" shall mean, with respect to any
Distribution Date, the product of the Investor Default Amount for such
Distribution Date and the Collateral Floating Percentage.

         "Collateral Floating Percentage" shall mean, with respect to any
Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Collateral
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is the Adjusted Invested Amount as
of the close of business on such last day; provided, however, that with respect
to the first Monthly Period, the Collateral Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.

         "Collateral Initial Invested Amount" shall mean $48,000,000.

         "Collateral Interest" shall mean a fractional undivided interest in the
Trust which shall consist of the right to receive, (i) to the extent necessary
to make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
this Supplement and funds on deposit in the Collection Account allocable thereto
pursuant to the Agreement and this Supplement and (ii) amounts available for
payment to the Collateral Interest Holder pursuant to subsections 4.07(k),
4.12(e), 4.12(f), 8.01(b), 8.02(a) and 8.02(b) or any other provision of this
Supplement.


                                        5
(Series 2004-3 Supplement)

<PAGE>

         "Collateral Interest Holder" shall mean the entity so designated in the
Transfer Agreement.

         "Collateral Interest Shortfall" shall have the meaning specified in
subsection 4.02(c).

         "Collateral Invested Amount" shall mean, when used with respect to any
date, an amount equal to (a) the Collateral Initial Invested Amount, minus (b)
the aggregate amount of principal payments made to the Collateral Interest
Holder prior to such date, minus (c) the aggregate amount of Collateral
Charge-Offs for all prior Distribution Dates pursuant to subsection 4.06(c),
minus (d) the aggregate amount of Reallocated Principal Collections allocated on
all prior Distribution Dates pursuant to Section 4.08 allocable to the
Collateral Invested Amount, minus (e) an amount equal to the amount by which the
Collateral Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and
available on all prior Distribution Dates pursuant to subsection 4.07(i), for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Collateral Invested Amount may not
be reduced below zero.

         "Collateral Minimum Interest Rate" shall mean the rate specified in the
Transfer Agreement; provided that for purposes of this Supplement, such rate
shall not exceed LIBOR plus 0.47% per annum.

         "Collateral Minimum Monthly Interest" shall have the meaning specified
in subsection 4.02(c).

         "Collateral Principal Percentage" shall mean, with respect to any
Monthly Period, (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Collateral Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Controlled Accumulation Period, the Early
Amortization Period or any Partial Amortization Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Collateral Invested Amount as of the close of business
on the date on which the Revolving Period shall have terminated and the
denominator of which is the Invested Amount as of the close of business on the
date on which the Revolving Period shall have terminated; provided, however,
that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.

         "Collateral Servicing Fee" shall have the meaning set forth in Section
3.01.

         "Controlled Accumulation Amount" shall mean, for any Distribution Date
with respect to the Controlled Accumulation Period, $46,000,000; provided,
however, that, if the Controlled Accumulation Period Length is determined to be
less than 12 months, the Controlled Accumulation Amount for each Distribution
Date with respect to the Controlled Accumulation Period will be equal to (i) the
product of (x) the sum of the Class A Initial Invested Amount and the Class B
Initial Invested Amount and (y) the Controlled Accumulation Period Factor for
the related Monthly Period divided by (ii) the Required Accumulation Factor
Number.

         "Controlled Accumulation Period" shall mean, unless a Pay-Out Event
shall have occurred prior thereto, the period commencing at the close of
business on the last day of the April 2008 Monthly Period or such later date as
is determined in accordance with subsection 4.03(c) and ending on the first to
occur of (a) the commencement of the Early Amortization Period, (b) the payment
in full of the Invested Amount and (c) the Expected Final Payment Date.


                                        6
(Series 2004-3 Supplement)

<PAGE>

         "Controlled Accumulation Period Factor" shall mean, for each Monthly
Period, a fraction, the numerator of which is equal to the sum of the series
invested amounts as of the last day of the prior Monthly Period of all
outstanding Series, and the denominator of which is equal to the sum (without
duplication) of (a) the Series Invested Amount as of the last day of the prior
Monthly Period, (b) the series invested amounts as of the last day of the prior
Monthly Period of all outstanding Series (other than Series 2004-3) that are not
expected to be in their revolving periods, and (c) the series invested amounts
as of the last day of the prior Monthly Period of all other outstanding Series
that are not Principal Sharing Series and are in their revolving periods.

         "Controlled Accumulation Period Length" has the meaning specified in
subsection 4.03(c).

         "Controlled Deposit Amount" shall mean, for any Distribution Date with
respect to the Controlled Accumulation Period, an amount equal to the sum of the
Controlled Accumulation Amount for such Distribution Date and any Deficit
Controlled Accumulation Amount for the immediately preceding Distribution Date.

         "Covered Amount" shall mean, for any Distribution Date with respect to
the Controlled Accumulation Period or the first Special Payment Date, if such
Special Payment Date occurs prior to the date the Class A Invested Amount is
paid in full, an amount equal to the sum of (x) with respect to the Class A
Certificates, one-twelfth of the product of (i) the Class A Certificate Rate and
(ii) the Principal Funding Account Balance, if any, as of the preceding
Distribution Date that is allocable to the principal of the Class A Certificates
and (y) with respect to the Class B Certificates, one-twelfth of the product of
(i) the Class B Certificate Rate and (ii) the Principal Funding Account Balance,
if any, as of the preceding Distribution Date that is allocable to the principal
of the Class B Certificates.

         "Deficit Controlled Accumulation Amount" shall mean (a) on the first
Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such Distribution Date
over the amount deposited in the Principal Funding Account on such Distribution
Date and (b) on each subsequent Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
such subsequent Distribution Date over the amount deposited in the Principal
Funding Account on such subsequent Distribution Date.

         "Distribution Date" shall mean July 15, 2004, and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day.

         "Early Amortization Period" shall mean the period commencing at the
close of business on the Business Day immediately preceding the day on which a
Pay-Out Event with respect to Series 2004-3 is deemed to have occurred, and
ending on the first to occur of (i) the payment in full of the Invested Amount
or (ii) the Series 2004-3 Termination Date.

         "Excess Finance Charge Collections" shall mean collections of Finance
Charge Receivables and certain other amounts allocable to the
Certificateholders' Interest of any Excess Allocation Series in excess of the
amounts necessary to make required payments with respect to such series
(including payments to the provider of any related Series Enhancement) that are
payable out of collections of Finance Charge Receivables.


                                        7
(Series 2004-3 Supplement)

<PAGE>

         "Excess Spread" shall mean, with respect to any Distribution Date, the
sum of the amounts, if any, specified pursuant to subsections 4.05(a)(iv),
4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution Date.

         "Expected Final Payment Date" shall mean the May 2009 Distribution
Date.

         "Finance Charge Shortfall" shall have the meaning specified in Section
4.09.

         "Floating Allocation Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is the Adjusted Invested Amount as
of the last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the Initial Invested Amount) and the denominator of which is the
product of (x) the Series 2004-3 Allocation Percentage with respect to such
Monthly Period and (y) the sum of (i) the total amount of Principal Receivables
in the Trust as of such day (or with respect to the first Monthly Period, the
total amount of Principal Receivables in the Trust on the Closing Date) and (ii)
the principal amount on deposit in the Special Funding Account as of such last
day (or with respect to the first Monthly Period, as of the Closing Date);
provided, however, that with respect to any Monthly Period in which an Addition
Date for an Aggregate Addition or a Removal Date occurs the amount in (y)(i)
above shall be (1) the aggregate amount of Principal Receivables in the Trust at
the end of the day on the last day of the prior Monthly Period for the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (2) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date or
Removal Date for the period from and including the related Addition Date or
Removal Date to and including the last day of such Monthly Period.

         "Group I" shall mean Series 2004-3 and each other Series specified in
the related Supplement to be included in Group I.

         "Group I Investor Additional Amounts" shall mean, with respect to any
Distribution Date, the sum of (a) Series 2004-3 Additional Amounts for such
Distribution Date and (b) for all other Series included in Group I, the sum of
(i) the aggregate net amount by which the Invested Amounts of such Series have
been reduced as a result of investor charge-offs, subordination of principal
collections and funding the investor default amounts in respect of any Class or
Series Enhancement interests of such Series as of such Distribution Date and
(ii) if the applicable Supplements so provide, the aggregate unpaid amount of
interest at the applicable certificate rates that has accrued on the amounts
described in the preceding clause (i) for such Distribution Date.

         "Group I Investor Default Amount" shall mean, with respect to any
Distribution Date, the sum of (a) the Investor Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group I for such Distribution Date.

         "Group I Investor Finance Charge Collections" shall mean, with respect
to any Distribution Date, the sum of (a) Investor Finance Charge Collections for
such Distribution Date and (b) the aggregate amount of the investor finance
charge collections for all other Series included in Group I for such
Distribution Date.

         "Group I Investor Monthly Fees" shall mean with respect to any
Distribution Date, the sum of (a) Series 2004-3 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group I for such
Distribution Date.


                                       8
(Series 2004-3 Supplement)
<PAGE>

         "Group I Investor Monthly Interest" shall mean, with respect to any
Distribution Date, the sum of (a) Series 2004-3 Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if such
amounts are payable out of reallocated investor finance charge collections
pursuant to the related Supplements, for all other Series included in Group I
for such Distribution Date.

         "Initial Invested Amount" shall mean $600,000,000.

         "Interest Accrual Period" shall mean, with respect to any Distribution
Date, the period (a) 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) and (b) to but excluding such
Distribution Date.

         "Invested Amount" shall mean, as of any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount as of such date, (b)
the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.

         "Investment Letter" shall have the meaning specified in subsection
9.07(a).

         "Investor Charge-Offs" shall mean Class A Investor Charge-Offs, Class B
Investor Charge-Offs and Collateral Charge-Offs.

         "Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Series 2004-3 Allocable
Defaulted Amount for the related Monthly Period and (b) the Floating Allocation
Percentage for such Monthly Period.

         "Investor Finance Charge Collections" shall mean with respect to any
Distribution Date, an amount equal to the product of (a) the Floating Allocation
Percentage for the related Monthly Period and (b) Series 2004-3 Allocable
Finance Charge Collections deposited in the Collection Account for the related
Monthly Period.

         "LIBOR" shall mean, for any Interest Accrual Period, a per annum
interest rate determined by the Trustee for such Interest Accrual Period in
accordance with the provisions of Section 4.14.

         "LIBOR Determination Date" shall mean May 28, 2004 for the period from
and including the Closing Date to but excluding July 15, 2004, and for every
other Interest Accrual Period, the second London Business Day prior to the
commencement of such Interest Accrual Period.

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

         "Monthly Interest" means, with respect to any Distribution Date, the
Class A Monthly Interest, the Class B Monthly Interest and the Collateral
Minimum Monthly Interest for such Distribution Date.

         "Monthly Receivables Percentage" shall mean, for any day, the
percentage equivalent of a fraction, the numerator of which is an amount equal
to the sum of the aggregate amount of Principal Receivables outstanding in the
Trust attributable to the Transferor or Account Owner with respect to which an
Insolvency Event or a Transfer Restriction Event has occurred, and the
denominator of which is an amount equal to the sum of the aggregate amount of
Principal Receivables outstanding in the Trust, in each as of the last day of
the immediately preceding Monthly Period.


                                       9
(Series 2004-3 Supplement)
<PAGE>

         "Monthly Servicing Fee" shall have the meaning specified in subsection
3.01.

         "Pay-Out Event" shall mean any Pay-Out Event specified in Section 6.01.

         "Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest Holder or a holder of an interest in the Trust, as
applicable, would not cause the Trust to be taxable as a publicly traded
partnership for federal income tax purposes.

         "Principal Allocation Percentage" shall mean, with respect to any day
during a Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is (a) during the Revolving
Period, the Series Adjusted Invested Amount for Series 2004-3 as of the last day
of the immediately preceding Monthly Period (or, in the case of the first
Monthly Period, the Initial Invested Amount) and (b) during the Controlled
Accumulation Period, the Early Amortization Period or any Partial Amortization
Period, the Series Adjusted Invested Amount for Series 2004-3 as of the close of
business on the date on which the Revolving Period shall have terminated and the
denominator of which is the product of (x) the sum of (i) the total amount of
Principal Receivables in the Trust as of the last day of the immediately
preceding Monthly Period (or with respect to the first Monthly Period, the total
amount of Principal Receivables in the Trust as of the Closing Date) and (ii)
the principal amount on deposit in the Special Funding Account as of such last
day (or with respect to the first Monthly Period, the Closing Date) and (y) the
Series 2004-3 Allocation Percentage as of the last day of the immediately
preceding Monthly Period; provided, however, that with respect to any Monthly
Period in which an Addition Date for an Aggregate Addition or a Removal Date
occurs the amount in (x)(i) above shall be (1) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period for the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period; and provided further, that if after the commencement of the
Controlled Accumulation Period a Pay-Out Event occurs with respect to another
Series that was designated in the Supplement therefor as a Series that is a
"Paired Series" with respect to Series 2004-3, the Transferors may, by written
notice delivered to the Trustee and the Servicer, designate a different
numerator for the foregoing fraction, provided that (x) such numerator is not
less than the Adjusted Invested Amount as of the last day of the revolving
period for such Paired Series, (y) the Transferors shall have received written
notice from each Rating Agency that the Rating Agency Condition has been
satisfied with respect to such designation and shall have delivered copies of
each such written notice to the Servicer and the Trustee and (z) each Transferor
shall have delivered to the Trustee an Officer's Certificate of such Transferor
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of such 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 constitute a Pay-Out Event, to occur with respect to Series 2004-3.

         "Principal Funding Account" shall have the meaning specified in
subsection 4.03(a)(i).

         "Principal Funding Account Balance" shall mean, with respect to any
date of determination during the Controlled Accumulation Period, the principal
amount, if any, on deposit in the Principal Funding Account on such date of
determination.

         "Principal Funding Account Investment Proceeds" shall have the meaning
specified in subsection 4.03(a)(ii).

         "Principal Funding Account Investment Shortfall" shall mean, with
respect to each Distribution Date during the Controlled Accumulation Period, the
amount, if any, by which the Principal Funding Account Investment Proceeds are
less than the Covered Amount.


                                       10
(Series 2004-3 Supplement)
<PAGE>

         "Reallocated Investor Finance Charge Collections" shall mean that
portion of Group I Investor Finance Charge Collections allocated to Series
2004-3 pursuant to Section 4.10.

         "Reallocated Principal Collections" shall mean, with respect to any
Monthly Period, the product of (a) the Series 2004-3 Allocable Principal
Collections deposited in the Collection Account for such Monthly Period and (b)
the sum of the Class B Principal Percentage and the Collateral Principal
Percentage.

         "Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date, the sum of (i) the Adjusted Invested Amount on such
Distribution Date, plus (ii) Monthly Interest for such Distribution Date and any
Monthly Interest previously due but not distributed to the Series 2004-3
Certificateholders on a prior Distribution Date, plus (iii) the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest previously due but not distributed to the Series 2004-3
Certificateholders on a prior Distribution Date.

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

         "Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the three months preceding the date
of such calculation.

         "Required Amount" shall mean, with respect to any Monthly Period, the
sum of the Class A Required Amount and the Class B Required Amount.

         "Required Reserve Account Amount" shall mean, with respect to any
Distribution Date on or after the Reserve Account Funding Date, an amount equal
to (1) 0.50% of the Class A Invested Amount as of the preceding Distribution
Date (after giving effect to all changes therein on such date) or (2) any other
percentage (which may be 0%) of the Class A Invested Amount designated by the
Transferors, provided that if such percentage is less than the percentage
specified in clause (1) above, the Transferors shall have received the prior
written consent of the Collateral Interest Holder and written notice from each
Rating Agency that the Rating Agency Condition shall have been satisfied with
respect to such designation and shall have delivered copies of each such written
notice to the Servicer and the Trustee.

         "Reserve Account" shall have the meaning specified in subsection
4.12(a).

         "Reserve Account Funding Date" shall mean the Distribution Date which
occurs not later than the earliest of (a) the Distribution Date with respect to
the Monthly Period that commences not later than three months prior to the
Distribution Date with respect to the first Monthly Period in the Controlled
Accumulation Period, (b) in the event that the average Excess Spread Percentage
for any three consecutive Monthly Periods ending in the May 2007 Monthly Period
or any Monthly Period thereafter is less than 2%, the Distribution Date with
respect to such Monthly Period, (c) in the event that the average Excess Spread
Percentage for any three consecutive Monthly Periods ending in the November 2007
Monthly Period or any Monthly Period thereafter is less than 3%, the
Distribution Date with respect to such Monthly Period and (d) such earlier
Distribution Date as the Transferors may determine by written notice to the
Trustee and the Servicer. For this purpose, the "Excess Spread Percentage" for
any Monthly Period shall be equal to the Series Adjusted Portfolio Yield for
such Monthly Period minus the Base Rate for such Monthly Period.


                                       11
(Series 2004-3 Supplement)
<PAGE>

         "Reserve Account Surplus" shall mean, as of any date of determination,
the amount, if any, by which the amount on deposit in the Reserve Account
exceeds the Required Reserve Account Amount.

         "Reserve Draw Amount" shall have the meaning specified in subsection
4.12(c).

         "Revolving Period" shall mean the period beginning at the close of
business on the Series Cut-Off Date and ending on the earlier of (a) the close
of business on the day immediately preceding the day the Controlled Accumulation
Period commences and (b) the close of business on the day immediately preceding
the day the Early Amortization Period commences.

         "Series Adjusted Portfolio Yield" shall mean, with respect to any
Monthly Period, the annualized percentage equivalent of a fraction, (A) the
numerator of which is equal to (a) Reallocated Investor Finance Charge
Collections with respect to such Monthly Period, plus (b) the amount of any
Principal Funding Account Investment Proceeds for the related Distribution Date,
plus (c) provided that each Rating Agency has consented in writing to the
inclusion thereof in calculating the Series Adjusted Portfolio Yield, any Excess
Finance Charge Collections that are allocated to Series 2004-3 with respect to
such Monthly Period, plus (d) the amount of funds, if any, withdrawn from the
Reserve Account which pursuant to subsection 4.12(d) are required to be
deposited into the Collection Account and included as Class A Available Funds
for the Distribution Date with respect to such Monthly Period, minus (e) the
Investor Default Amount for the Distribution Date with respect to such Monthly
Period, and (B) the denominator of which is the Invested Amount as of the last
day of the preceding Monthly Period.

         "Series Cut-Off Date" shall mean the close of business on June 2, 2004.

         "Series 2004-3" shall mean the Series of Certificates the terms of
which are specified in this Supplement.

         "Series 2004-3 Additional Amounts" shall mean, with respect to any
Distribution Date, the sum of the amounts determined pursuant to subsections
4.07(b), (e) and (i) for such Distribution Date.

         "Series 2004-3 Allocable Defaulted Amount" shall mean the Series
Allocable Defaulted Amount with respect to Series 2004-3.

         "Series 2004-3 Allocable Finance Charge Collections" shall mean the
Series Allocable Finance Charge Collections with respect to Series 2004-3.

         "Series 2004-3 Allocable Principal Collections" shall mean the Series
Allocable Principal Collections with respect to Series 2004-3.

         "Series 2004-3 Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 2004-3.

         "Series 2004-3 Certificate" shall mean a Class A Certificate or a Class
B Certificate or the Collateral Interest.

         "Series 2004-3 Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the Collateral Interest
Holder.

         "Series 2004-3 Certificateholders' Interest" shall mean the
Certificateholders' Interest for Series 2004-3, including the Collateral
Interest.

         "Series 2004-3 Monthly Fees" shall mean, with respect to any
Distribution Date, the amount determined pursuant to subsections 4.05(a)(ii),
(b)(ii) and (c)(i) and subsection 4.07(g).


                                       12
(Series 2004-3 Supplement)
<PAGE>

         "Series 2004-3 Monthly Interest" shall mean the amounts determined
pursuant to subsections 4.02(a), (b) and (c).

         "Series 2004-3 Principal Shortfall" shall have the meaning specified in
Section 4.11.

         "Series 2004-3 Termination Date" shall mean the December 2011
Distribution Date.

         "Series Invested Amount" shall mean the Initial Invested Amount.

         "Series Required Transferor Amount" shall mean an amount equal to 7% of
the Invested Amount.

         "Servicing Base Amount" shall have the meaning specified in Section
3.01.

         "Servicing Fee Rate" shall mean 2.0% per annum.

         "Special Payment Date" shall mean each Distribution Date with respect
to the Early Amortization Period.

         "Telerate Page 3750" shall mean the display page currently so
designated on the Moneyline Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).

         "Transfer" shall have the meaning specified in subsection 9.07(a).

         "Transfer Agreement" shall mean the Transfer and Administration
Agreement, dated as of June 2, 2004, among RFC II, RFC III and RFC IV, as
transferors, TRS, as administrator, and the American Express Credit Account
Secured Note Trust 2004-3, as issuer, as the same may be amended, supplemented
or otherwise modified from time to time.

         "Transferor Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used at any time with respect to Finance Charge
Receivables and Defaulted Receivables, or (b) the Principal Allocation
Percentage, when used at any time with respect to Principal Receivables.

         (b) Notwithstanding anything to the contrary in this Supplement or the
Agreement, the term "Rating Agency" shall mean, whenever used in this Supplement
or the Agreement with respect to Series 2004-3, Moody's and Standard & Poor's.
As used in this Supplement and in the Agreement with respect to Series 2004-3,
"highest investment category" shall mean (i) in the case of Standard & Poor's,
AAA or A-1+, as applicable and (ii) in the case of Moody's, Aaa or P-1, as
applicable.

         (c) Each capitalized term defined herein shall relate to the Series
2004-3 Certificates and no other Series of Certificates issued by the Trust,
unless the context otherwise requires. All capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to them in the Agreement. In
the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Supplement shall govern.

         (d) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Supplement shall refer to this Supplement as a whole
and not to any particular provision of this Supplement; references to any
Article, subsection, Section or Exhibit are references to Articles, subsections,
Sections and Exhibits in or to this Supplement unless otherwise specified; and
the term "including" means "including without limitation."


                                       13
(Series 2004-3 Supplement)
<PAGE>

                                  ARTICLE III

                                  Servicing Fee

         Section 3.01. Servicing Compensation. The share of the Servicing Fee
allocable to the Series 2004-3 Certificateholders with respect to any
Distribution Date (the "Monthly Servicing Fee") shall be equal to one-twelfth of
the product of (a) the Servicing Fee Rate and (b) (i) the Adjusted Invested
Amount as of the last day of the Monthly Period preceding such Distribution Date
minus (ii) the product of the amount, if any, on deposit in the Special Funding
Account as of the last day of the Monthly Period preceding such Distribution
Date and the Series 2004-3 Allocation Percentage with respect to such Monthly
Period (the amount calculated pursuant to this clause (b) is referred to as the
"Servicing Base Amount"). The share of the Monthly Servicing Fee allocable to
the Class A Certificateholders with respect to any Distribution Date (the "Class
A Servicing Fee") shall be equal to one-twelfth of the product of (a) the Class
A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base
Amount. The share of the Monthly Servicing Fee allocable to the Class B
Certificateholders with respect to any Distribution Date (the "Class B Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Class B Floating
Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount. The
share of the Monthly Servicing Fee allocable to the Collateral Interest with
respect to any Distribution Date (the "Collateral Servicing Fee") shall be equal
to one-twelfth of the product of the (a) Collateral Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount. The remainder of the
Servicing Fee shall be paid by the Holders of the Transferor Certificates or the
investor certificateholders of other Series (as provided in the related
Supplements) and in no event shall the Trust, the Trustee or the Series 2004-3
Certificateholders be liable for the share of the Servicing Fee to be paid by
the Holders of the Transferor Certificates or the investor certificateholders of
any other Series. To the extent that the Class A Servicing Fee, the Class B
Servicing Fee and the Collateral Servicing Fee are not paid in full pursuant to
the preceding provisions of this Section 3.01, and Sections 4.05 and 4.07, they
shall be paid by the Holders of the Transferor Certificates.

                                   ARTICLE IV

                 Rights of Series 2004-3 Certificateholders and
                    Allocation and Application of Collections

         Section 4.01. Collections and Allocations.

         (a) Allocations. Collections of Finance Charge Receivables and
Principal Receivables and Defaulted Receivables allocated to Series 2004-3
pursuant to Article IV of the Agreement (and, as described herein, Collections
of Finance Charge Receivables reallocated from other Series in Group I) shall be
allocated and distributed or reallocated as set forth in this Article.

         (b) Payments to the Transferor. The Servicer shall on each Deposit Date
withdraw from the Collection Account and pay to the Holders of the Transferor
Certificates the following amounts:

                  (i) an amount equal to the Transferor Percentage for the
         related Monthly Period of Series 2004-3 Allocable Finance Charge
         Collections to the extent such amount is deposited in the Collection
         Account; and

                  (ii) an amount equal to the Transferor Percentage for the
         related Monthly Period of Series 2004-3 Allocable Principal Collections
         deposited in the Collection Account, if the Transferor Amount
         (determined after giving effect to any Principal Receivables
         transferred to the Trust on such Deposit Date) exceeds zero.


                                       14
(Series 2004-3 Supplement)
<PAGE>

         The withdrawals to be made from the Collection Account pursuant to this
subsection 4.01(b) do not apply to deposits into the Collection Account that do
not represent Collections, including payment of the purchase price for the
Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement,
payment of the purchase price for the Series 2004-3 Certificateholders' Interest
pursuant to Section 7.01 of this Supplement and proceeds from the sale,
disposition or liquidation of Receivables pursuant to Section 9.01 or 12.02 of
the Agreement.

         (c) Allocations to the Series 2004-3 Certificateholders. The Servicer
shall, prior to the close of business on each Deposit Date, allocate to the
Series 2004-3 Certificateholders the following amounts as set forth below:

                  (i) Allocations of Finance Charge Collections. The Servicer
         shall allocate to the Series 2004-3 Certificateholders and retain in
         the Collection Account for application as provided herein an amount
         equal to the product of (A) the Floating Allocation Percentage and (B)
         the Series 2004-3 Allocation Percentage and (C) the aggregate amount of
         Collections of Finance Charge Receivables deposited in the Collection
         Account on such Deposit Date.

                  (ii) Allocations of Principal Collections. The Servicer shall
         allocate to the Series 2004-3 Certificateholders the following amounts
         as set forth below:

                           (x) Allocations During the Revolving Period. During
                  the Revolving Period (A) an amount equal to the product of (I)
                  the sum of the Class B Principal Percentage and the Collateral
                  Principal Percentage and (II) the Principal Allocation
                  Percentage and (III) the Series 2004-3 Allocation Percentage
                  and (IV) the aggregate amount of Collections of Principal
                  Receivables deposited in the Collection Account on such
                  Deposit Date, shall be allocated to the Series 2004-3
                  Certificateholders and retained in the Collection Account
                  until applied as provided herein and (B) an amount equal to
                  the product of (I) the Class A Principal Percentage and (II)
                  the Principal Allocation Percentage and (III) the Series
                  2004-3 Allocation Percentage and (IV) the aggregate amount of
                  Collections of Principal Receivables deposited in the
                  Collection Account on such Deposit Date shall be allocated to
                  the Series 2004-3 Certificateholders and first, if any other
                  Principal Sharing Series is outstanding and in its
                  amortization period or accumulation period, retained in the
                  Collection Account for application, to the extent necessary,
                  as Shared Principal Collections on the related Distribution
                  Date, and second paid to the Holders of the Transferor
                  Certificates; provided, however, that such amount to be paid
                  to the Holders of the Transferor Certificates on any Deposit
                  Date shall be paid to such Holders only if the Transferor
                  Amount on such Deposit Date is greater than the Required
                  Transferor Amount (after giving effect to all Principal
                  Receivables transferred to the Trust on such day) and
                  otherwise shall be deposited in the Special Funding Account.

                           (y) Allocations During the Controlled Accumulation
                  Period. During the Controlled Accumulation Period (A) an
                  amount equal to the product of (I) the sum of the Class B
                  Principal Percentage and the Collateral Principal Percentage
                  and (II) the Principal Allocation Percentage and (III) the
                  Series 2004-3 Allocation Percentage and (IV) the aggregate
                  amount of Collections of Principal Receivables deposited in
                  the Collection Account on such Deposit Date, shall be
                  allocated to the Series 2004-3 Certificateholders and retained
                  in the Collection Account until applied as provided herein and
                  (B) an amount equal to the product of (I) the Class A
                  Principal Percentage and (II) the Principal Allocation
                  Percentage and (III) the Series 2004-3 Allocation Percentage
                  and (IV) the aggregate amount of Collections of Principal
                  Receivables deposited in the Collection Account on such
                  Deposit Date (the product specified in this clause (B) for any
                  such date is hereinafter referred to as a "Percentage
                  Allocation") shall be allocated to the Series 2004-3
                  Certificateholders and retained in the Collection Account
                  until applied as provided herein; provided, however, that if
                  the sum of such Percentage Allocation and all preceding
                  Percentage Allocations with respect to the same Monthly Period
                  exceeds the Controlled Deposit Amount during the Controlled
                  Accumulation Period for the related Distribution Date, then
                  such excess shall not be treated as a Percentage Allocation
                  and shall be first, if any other Principal Sharing Series is
                  outstanding and in its amortization period or accumulation
                  period, retained in the Collection Account for application, to
                  the extent necessary, as Shared Principal Collections on the
                  related Distribution Date, and second paid to the Holders of
                  the Transferor Certificates only if the Transferor Amount on
                  such Deposit Date is greater than the Required Transferor
                  Amount (after giving effect to all Principal Receivables
                  transferred to the Trust on such day) and otherwise shall be
                  deposited in the Special Funding Account.


                                       15
(Series 2004-3 Supplement)
<PAGE>

                           (z) Allocations During the Early Amortization Period.
                  During the Early Amortization Period, an amount equal to the
                  product of (A) the Principal Allocation Percentage and (B) the
                  Series 2004-3 Allocation Percentage and (C) the aggregate
                  amount of Collections of Principal Receivables deposited in
                  the Collection Account on such Deposit Date, shall be
                  allocated to the Series 2004-3 Certificateholders and retained
                  in the Collection Account until applied as provided herein;
                  provided, however, that after the date on which an amount of
                  such Collections equal to the Adjusted Invested Amount has
                  been deposited into the Collection Account and allocated to
                  the Series 2004-3 Certificateholders, the remainder that has
                  not been so deposited and allocated shall be first, if any
                  other Principal Sharing Series is outstanding and in its
                  amortization period or accumulation period, retained in the
                  Collection Account for application, to the extent necessary,
                  as Shared Principal Collections on the related Distribution
                  Date, and second paid to the Holders of the Transferor
                  Certificates only if the Transferor Amount on such date is
                  greater than the Required Transferor Amount (after giving
                  effect to all Principal Receivables transferred to the Trust
                  on such day) and otherwise shall be deposited in the Special
                  Funding Account.

         Section 4.02. Determination of Monthly Interest.

         (a) The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to one-twelfth of
the product of (i) the Class A Certificate Rate and (ii) the outstanding
principal balance of the Class A Certificates as of close of business on the
immediately preceding Record Date; provided that Class A Monthly Interest for
the first Distribution Date shall be an amount equal to $2,712,225.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest Shortfall with
respect to 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 Additional Interest") equal to one-twelfth of the
product of (i) the sum of (x) the Class A Certificate Rate and (y) 2.0% per
annum and (ii) such Class A Interest Shortfall (or the portion thereof which has
not been paid to the Class A Certificateholders) shall be payable as provided
herein with respect to the Class A Certificates. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
the Class A Certificateholders only to the extent permitted by applicable law.


                                       16
(Series 2004-3 Supplement)
<PAGE>

         (b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to one-twelfth of
the product of (i) the Class B Certificate Rate and (ii) the Class B Invested
Amount as of the close of business on the immediately preceding Record Date;
provided that Class B Monthly Interest for the first Distribution Date shall be
an amount equal to $163,041.67.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. If the Class B Interest Shortfall with
respect to 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 Additional Interest") equal to one-twelfth of the
product of (i) the sum of (x) the Class B Certificate Rate and (y) 2.0% per
annum and (ii) such Class B Interest Shortfall (or the portion thereof which has
not been paid to the Class B Certificateholders) shall be payable as provided
herein with respect to the Class B Certificates. Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be payable or distributed to
the Class B Certificateholders only to the extent permitted by applicable law.

         (c) The amount of monthly interest ("Collateral Minimum Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Invested Amount 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 period from (and including) the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) to (but excluding) such Distribution Date and the denominator of which is
360 and (B) the Collateral Minimum Interest Rate in effect with respect to the
period from (and including) the immediately preceding Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date, and (ii) the Collateral Initial Invested Amount less the
aggregate amount of principal payments distributed to the Collateral Interest
Holder on all prior Distribution Dates.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Collateral Interest Shortfall") equal
to (x) the aggregate Collateral Minimum Monthly Interest for such Distribution
Date minus (y) the aggregate amount of funds allocated and available to pay such
Collateral Minimum Monthly Interest on such Distribution Date. If the Collateral
Interest Shortfall with respect to any Distribution Date is greater than zero,
on each subsequent Distribution Date until such Collateral Interest Shortfall is
fully paid, an additional amount ("Collateral Additional Interest") shall be
payable as provided herein with respect to the Collateral Invested Amount equal
to the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the period from (and including) the immediately preceding
Distribution Date to (but excluding) such Distribution Date and the denominator
of which is 360 and (B) the Collateral Minimum Interest Rate in effect during
the period from (and including) the immediately preceding Distribution Date to
(but excluding) such Distribution Date, and (ii) such Collateral Interest
Shortfall (or the portion thereof which has not been paid to the Collateral
Interest Holder). Notwithstanding anything to the contrary herein, Collateral
Additional Interest shall be payable or distributed to the Collateral Interest
Holder only to the extent permitted by applicable law.

         Section 4.03. Principal Funding Account; Controlled Accumulation
Period.

         (a) (i) The Servicer, for the benefit of the Series 2004-3
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein and the property credited thereto are held for the benefit of the Series
2004-3 Certificateholders. The Principal Funding Account shall initially be
established with The Bank of New York.


                                       17
(Series 2004-3 Supplement)
<PAGE>

                  (ii) At the written direction of the Servicer, funds on
         deposit in the Principal Funding Account shall be invested by the
         Trustee in Eligible Investments selected by the Servicer. All such
         Eligible Investments shall be held by the Trustee for the benefit of
         the Series 2004-3 Certificateholders; provided that on each
         Distribution Date all interest and other investment income (net of
         losses and investment expenses) ("Principal Funding Account Investment
         Proceeds") on funds on deposit therein shall be applied as set forth in
         paragraph (iii) below. Funds on deposit in the Principal Funding
         Account shall be invested in Eligible Investments that will mature so
         that such funds will be available at the close of business on the
         Transfer Date preceding the following Distribution Date. Unless the
         Servicer directs otherwise, funds deposited in the Principal Funding
         Account on a Transfer Date (which immediately precedes a Distribution
         Date) upon the maturity of any Eligible Investments are not required to
         be invested overnight. No such Eligible Investment shall be disposed of
         prior to its maturity; provided, however, that the Trustee shall sell,
         liquidate or dispose of any such Eligible Investment if, prior to the
         maturity of such Eligible Investment, a default occurs in the payment
         of principal, interest or any other amount with respect to such
         Eligible Investment.

                  (iii) On each Distribution Date with respect to the Controlled
         Accumulation Period, the Servicer shall direct the Trustee in writing
         to withdraw from the Principal Funding Account and deposit into the
         Collection Account all Principal Funding Account Investment Proceeds
         then on deposit in the Principal Funding Account and such Principal
         Funding Account Investment Proceeds shall be treated as a portion of
         Class A Available Funds and Class B Available Funds.

                  (iv) Reinvested interest and other investment income on funds
         deposited in the Principal Funding Account shall not be considered to
         be principal amounts on deposit therein for purposes of this
         Supplement.

         (b) (i) The Trustee shall possess all right, title and interest in all
funds and property from time to time deposited in or credited to the Principal
Funding Account and in all proceeds thereof. The Principal Funding Account shall
be under the sole dominion and control of the Trustee for the benefit of the
Series 2004-3 Certificateholders. If, at any time, the Principal Funding Account
ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its
behalf) shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent) establish a new
Principal Funding Account meeting the conditions specified in paragraph (a)(i)
above as an Eligible Deposit Account and shall transfer any cash or any
investments to such new Principal Funding Account.

                  (ii) Pursuant to the authority granted to the Servicer in
         subsection 3.01(b) of the Agreement, the Servicer shall have the power
         to make withdrawals and payments or to instruct the Trustee to make
         withdrawals and payments from the Principal Funding Account for the
         purposes of carrying out the Servicer's or Trustee's duties hereunder.
         Pursuant to the authority granted to the Paying Agent in Section 5.01
         of this Supplement and Section 6.07 of the Agreement, the Paying Agent
         shall have the power to withdraw funds from the Principal Funding
         Account for the purpose of making distributions to the Series 2004-3
         Certificateholders.

         (c) The Controlled Accumulation Period is scheduled to commence at the
close of business on the last day of the April 2008 Monthly Period; provided,
however, that if the Controlled Accumulation Period Length (which shall be
determined as described below) is less than 12 months, the date on which the
Controlled Accumulation Period actually commences will be delayed to the close
of business on the last day of the month preceding the month that is the number
of months prior to the Expected Final Payment Date at least equal to the
Controlled Accumulation Period Length and, as a result, the number of Monthly
Periods in the Controlled Accumulation Period will at least equal the Controlled
Accumulation Period Length. On the Determination Date immediately preceding the
April 2008 Distribution Date, and on each Determination Date thereafter that
occurs prior to the Determination Date occurring in the Monthly Period in which
the Controlled Accumulation Period commences, the Servicer will determine the
"Controlled Accumulation Period Length" which will equal the number of months
such that the sum of the Controlled Accumulation Period Factors for each month
during such period will be equal to or greater than the Required Accumulation
Factor Number; provided, however, that the Controlled Accumulation Period Length
shall not be less than one month. Notwithstanding the foregoing, if the
Controlled Accumulation Period Length shall have been determined to be less than
12 months and, after the date on which such determination is made, a Pay-Out
Event or Reinvestment Event (as those terms are defined in the Supplement for
such Series) shall occur with respect to any outstanding Principal Sharing
Series other than Series 2004-3, the Controlled Accumulation Period will
commence on the earlier of (i) the first day of the Monthly Period immediately
succeeding the date that such Pay-Out Event or Reinvestment Event shall have
occurred with respect to such Series and (ii) the date on which the Controlled
Accumulation Period is then scheduled to commence.


                                       18
(Series 2004-3 Supplement)
<PAGE>

         Section 4.04. Required Amount.

         (a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (x) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and (iv) any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of
TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution
Date, (vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class A
Servicing Fee previously due but not paid to the Servicer, and (vii) the Class A
Investor Default Amount, if any, for such Distribution Date exceeds (y) the
Class A Available Funds. In the event that the difference between (x) the Class
A Required Amount for such Distribution Date and (y) the amount of Excess Spread
and Excess Finance Charge Collections applied with respect thereto pursuant to
subsection 4.07(a) on such Distribution Date is greater than zero, the Servicer
shall give written notice to the Transferors and the Trustee of such excess
Class A Required Amount on the date of computation.

         (b) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, equal to the sum of (x) the amount, if any, by which
(A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders, (iii) Class B Additional Interest, if any, for such
Distribution Date, (iv) any Class B Additional Interest previously due but not
paid to the Class B Certificateholders on a prior Distribution Date, (v) if TRS
or an Affiliate of TRS is no longer the Servicer, the Class B Servicing Fee for
such Distribution Date and (vi) if TRS or an Affiliate of TRS is no longer the
Servicer, any Class B Servicing Fee previously due but not paid to the Servicer
exceeds (B) the Class B Available Funds and (y) the Class B Investor Default
Amount for such Distribution Date. In the event that the difference between (x)
the Class B Required Amount for such Distribution Date and (y) the amount of
Excess Spread and Excess Finance Charge Collections applied with respect thereto
pursuant to subsection 4.07(d) on such Distribution Date is greater than zero,
the Servicer shall give written notice to the Transferors and the Trustee of
such excess Class B Required Amount on the date of computation.

         Section 4.05. Application of Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Principal Collections. The
Servicer shall apply, or shall cause the Trustee to apply by written instruction
to the Trustee, on each Distribution Date, Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Principal Collections
on deposit in the Collection Account with respect to such Distribution Date to
make the following distributions:


                                       19
(Series 2004-3 Supplement)
<PAGE>

         (a) On each Distribution Date, an amount equal to the Class A Available
Funds with respect to such Distribution Date will be distributed or deposited in
the following priority:

                  (i) an amount equal to Class A Monthly Interest for such
         Distribution Date, plus the amount of any Class A Monthly Interest
         previously due but not distributed to Class A Certificateholders on a
         prior Distribution Date, plus the amount of any Class A Additional
         Interest for such Distribution Date and any Class A Additional Interest
         previously due but not distributed to Class A Certificateholders on a
         prior Distribution Date, shall be distributed to the Paying Agent for
         payment to the Class A Certificateholders;

                  (ii) if TRS or an Affiliate of TRS is no longer the Servicer,
         an amount equal to the Class A Servicing Fee for such Distribution
         Date, plus the amount of any Class A Servicing Fee previously due but
         not distributed to the Servicer on a prior Distribution Date, shall be
         distributed to the Servicer;

                  (iii) an amount equal to the Class A Investor Default Amount
         for such Distribution Date shall be treated as a portion of Available
         Principal Collections for such Distribution Date; and

                  (iv) the balance, if any, shall constitute Excess Spread and
         shall be allocated and distributed or deposited as set forth in Section
         4.07.

         (b) On each Distribution Date, an amount equal to the Class B Available
Funds with respect to such Distribution Date will be distributed or deposited in
the following priority:

                  (i) an amount equal to Class B Monthly Interest for such
         Distribution Date, plus the amount of any Class B Monthly Interest
         previously due but not distributed to Class B Certificateholders on a
         prior Distribution Date, plus the amount of any Class B Additional
         Interest for such Distribution Date and any Class B Additional Interest
         previously due but not distributed to Class B Certificateholders on a
         prior Distribution Date, shall be distributed to the Paying Agent for
         payment to the Class B Certificateholders;

                  (ii) if TRS or an Affiliate of TRS is no longer the Servicer,
         an amount equal to the Class B Servicing Fee for such Distribution
         Date, plus the amount of any Class B Servicing Fee previously due but
         not distributed to the Servicer on a prior Distribution Date, shall be
         distributed to the Servicer; and

                  (iii) the balance, if any, shall constitute Excess Spread and
         shall be allocated and distributed or deposited as set forth in Section
         4.07.

         (c) On each Distribution Date, an amount equal to the Collateral
Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:

                  (i) if TRS or an Affiliate of TRS is no longer the Servicer,
         an amount equal to the Collateral Servicing Fee for such Distribution
         Date, plus the amount of any Collateral Servicing Fee previously due
         but not distributed to the Servicer on a prior Distribution Date, shall
         be distributed to the Servicer; and


                                       20
(Series 2004-3 Supplement)
<PAGE>

                  (ii) the balance, if any, shall constitute Excess Spread and
         shall be allocated and distributed or deposited as set forth in Section
         4.07.

         (d) On each Distribution Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections deposited in the Collection
Account for the related Monthly Period shall be treated as Shared Principal
Collections and applied in accordance with Section 4.04 of the Agreement.

         (e) On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to the Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed in the following order of priority:

                  (i) an amount equal to the lesser of (x) the Controlled
         Deposit Amount and (y) the sum of the Class A Adjusted Invested Amount
         and the Class B Adjusted Invested Amount shall be deposited in the
         Principal Funding Account;

                  (ii) for each Distribution Date beginning on the Distribution
         Date on which the Class B Invested Amount shall have been paid in full,
         an amount up to the Collateral Invested Amount shall be distributed to
         the Collateral Interest Holder; and

                  (iii) the balance of such Available Principal Collections
         shall be treated as Shared Principal Collections and applied in
         accordance with Section 4.04 of the Agreement.

         (f) On each Distribution Date with respect to the Early Amortization
Period, an amount equal to Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be distributed or
deposited in the following order of priority:

                  (i) an amount up to the Class A Adjusted Invested Amount on
         such Distribution Date shall be deposited in the Principal Funding
         Account for distribution to the Class A Certificateholders;

                  (ii) for each Distribution Date beginning on the Distribution
         Date on which the Class A Invested Amount is paid in full, an amount up
         to the Class B Adjusted Invested Amount on such Distribution Date shall
         be deposited in the Principal Funding Account for distribution to the
         Class B Certificateholders;

                  (iii) for each Distribution Date beginning on the Distribution
         Date on which the Class B Invested Amount is paid in full, an amount up
         to the Collateral Invested Amount on such Distribution Date shall be
         distributed to the Collateral Interest Holder; and

                  (iv) for each Distribution Date, after giving effect to
         paragraphs (i), (ii) and (iii) above, an amount equal to the balance,
         if any, of such Available Principal Collections will be treated as
         Shared Principal Collections and applied in accordance with Section
         4.04 of the Agreement.

         Section 4.06. Defaulted Amounts; Investor Charge-Offs.


                                       21
(Series 2004-3 Supplement)
<PAGE>

         (a) On each Determination Date, the Servicer shall calculate the Class
A Investor Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class A Required Amount for the related Monthly Period
exceeds the sum of (x) the amount of Reallocated Principal Collections allocated
to Series 2004-3 with respect to such Monthly Period and (y) the amount of
Excess Spread and the Excess Finance Charge Collections allocable to Series
2004-3 with respect to such Monthly Period, the Collateral Invested Amount, if
any, will be reduced by the amount of such excess, but not by more than the
Class A Investor Default Amount for such Distribution Date. In the event that
such reduction would cause the Collateral Invested Amount to be a negative
number, the Collateral Invested Amount will be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class A Investor Default Amount for such Distribution Date over the
amount of such reduction, if any, of the Collateral Invested Amount with respect
to such Distribution Date. In the event that such reduction would cause the
Class B Invested Amount to be a negative number, the Class B Invested Amount
shall be reduced to zero, and the Class A Invested Amount shall be reduced by
the amount by which the Class B Invested Amount would have been reduced below
zero, but not by more than the excess, if any, of the Class A Investor Default
Amount for such Distribution Date over the aggregate amount of the reductions,
if any, of the Collateral Invested Amount and the Class B Invested Amount for
such Distribution Date (a "Class A Investor Charge-Off"). Class A Investor
Charge-Offs shall thereafter be reimbursed and the Class A Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class A
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(b). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a Class
not be reduced below zero.

         (b) On each Determination Date, the Servicer shall calculate the Class
B Investor Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Excess Finance Charge
Collections allocated to Series 2004-3 with respect to the related Monthly
Period which are allocated and available to pay such amount pursuant to
subsection 4.07(d) and (y) the Reallocated Principal Collections allocable to
the Collateral Interest and not required to pay the Class A Required Amount with
respect to such Distribution Date, then the Collateral Invested Amount shall be
reduced by the amount of such excess. In the event that such reduction would
cause the Collateral Invested Amount to be a negative number, the Collateral
Invested Amount shall be reduced to zero, and the Class B Invested Amount shall
be reduced by the amount by which the Collateral Invested Amount would have been
reduced below zero, but not by more than the excess, if any, of the Class B
Investor Default Amount for such Distribution Date over the amount of such
reduction, if any, of the Collateral Invested Amount with respect to such
Distribution Date (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class B
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(e). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a Class
not be reduced below zero.

         (c) On each Determination Date, the Servicer shall calculate the
Collateral Default Amount. If on any Distribution Date the Collateral Default
Amount for the previous Monthly Period exceeds the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 2004-3 with respect to the
related Monthly Period which are allocated and available to pay such amount
pursuant to subsection 4.07(h), the Collateral Invested Amount will be reduced
by the amount of such excess but not by more than the lesser of the Collateral
Default Amount and the Collateral Invested Amount for such Distribution Date (a
"Collateral Charge-Off"). The Collateral Invested Amount will be reimbursed
after any reduction pursuant to this Section 4.06 on any Distribution Date by
the amount of Excess Spread and Excess Finance Charge Collections allocated and
available on such Distribution date for that purpose as described under
subsection 4.07(i).


                                       22
(Series 2004-3 Supplement)
<PAGE>

         Section 4.07. Excess Spread; Excess Finance Charge Collections. The
Servicer shall apply, or shall cause the Trustee to apply by written instruction
to the Trustee, on each Distribution Date, Excess Spread and Excess Finance
Charge Collections allocated to Series 2004-3 with respect to the related
Monthly Period, to make the following distributions or deposits in the following
order of priority:

         (a) an amount equal to the Class A Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
the Class A Required Amount in accordance with, and in the priority set forth
in, subsections 4.05(a)(i), (ii) and (iii);

         (b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Available Principal Collections for such Distribution Date;

         (c) an amount equal to interest on the aggregate outstanding principal
balance of the Class B Certificates not otherwise distributed to the Class B
Certificateholders pursuant to Section 4.05(b)(i), at a rate per annum equal to
the Class B Certificate Rate, shall be distributed to the Class B
Certificateholders, except that interest previously due but not paid will accrue
interest at a rate per annum equal to the Class B Certificate Rate plus 2% per
annum;

         (d) an amount equal to the Class B Required Amount, if any, with
respect to such Distribution Date will be (i) used to fund the Class B Required
Amount and be applied in accordance with subsections 4.05(b)(i) and 4.05(b)(ii),
and then (ii) an amount up to the Class B Investor Default Amount will be
treated and applied as Available Principal Collections for such Distribution
Date;

         (e) an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" in Section 2.01 of this Supplement (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;

         (f) an amount equal to Collateral Minimum Monthly Interest for such
Distribution Date, plus the amount of any Collateral Minimum Monthly Interest
previously due but not distributed to the Collateral Interest Holder on a prior
Distribution Date, plus the amount of any Collateral Additional Interest for
such Distribution Date and any Collateral Additional Interest previously due but
not distributed to the Collateral Interest Holder on a prior Distribution Date,
shall be distributed to the Collateral Interest Holder;

         (g) an amount equal to the Monthly Servicing Fee for such Distribution
Date that has not been paid to the Servicer and any Monthly Servicing Fee due
but not paid to the Servicer on a prior Distribution Date shall be paid to the
Servicer;

         (h) an amount equal to the Collateral Default Amount, if any, for such
Distribution Date shall be treated as a portion of Available Principal
Collections for such Distribution Date;

         (i) an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Collateral Invested Amount" (but not in excess of the aggregate
amount of such reductions which have not been previously reimbursed) shall be
treated as a portion of Available Principal Collections for such Distribution
Date;

         (j) on each Distribution Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account terminates
pursuant to subsection 4.12(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

         (k) the balance, if any, will be distributed to the Collateral Interest
Holder.


                                       23
(Series 2004-3 Supplement)
<PAGE>

         Section 4.08. Reallocated Principal Collections. On each Distribution
Date, the Servicer shall apply, or shall cause the Trustee to apply, Reallocated
Principal Collections with respect to such Distribution Date, to make the
following distributions or deposits in the following order of priority

         (a) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Distribution Date over (ii) the amount of
Excess Spread and Excess Finance Charge Collections allocated to Series 2004-3
with respect to the related Monthly Period shall be distributed by the Trustee
to fund any deficiency pursuant to and in the priority set forth in subsections
4.05(a)(i), (ii) and (iii); and

         (b) an amount equal to the excess, if any, of (i) the Class B Required
Amount, if any, with respect to such Distribution Date over (ii) the amount of
Excess Spread and Excess Finance Charge Collections allocated and available to
the Class B Certificates pursuant to subsections 4.07(c) and (d) on such
Distribution Date shall be applied first to fund any deficiency pursuant to
subsections 4.05(b)(i) and (ii) and then to fund any deficiency pursuant to and
in the priority set forth in subsections 4.07(c) and (d).

         All Reallocated Principal Collections with respect to the Collateral
Invested Amount shall be applied prior to applying any such Reallocated
Principal Collections with respect to the Class B Invested Amount. Only
Reallocated Principal Collections with respect to the Collateral Invested Amount
shall be applied pursuant to clause (b) above.

         On each Distribution Date, the Collateral Invested Amount shall be
reduced by the amount of Reallocated Principal Collections for such Distribution
Date. In the event that such reduction would cause the Collateral Invested
Amount (after giving effect to any Collateral Charge-Offs for such Distribution
Date) to be a negative number, the Collateral Invested Amount (after giving
effect to any Collateral Charge-Offs for such Distribution Date) shall be
reduced to zero and the Class B Invested Amount shall be reduced by the amount
by which the Collateral Invested Amount would have been reduced below zero. In
the event that the reallocation of Reallocated Principal Collections would cause
the Class B Invested Amount (after giving effect to any Class B Investor
Charge-Offs for such Distribution Date) to be a negative number on any
Distribution Date, Reallocated Principal Collections shall be reallocated on
such Distribution Date in an aggregate amount not to exceed the amount which
would cause the Class B Invested Amount (after giving to any Class B Investor
Charge-Offs for such Distribution Date) to be reduced to zero. References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.

         Section 4.09. Excess Finance Charge Collections. Series 2004-3 shall be
an Excess Allocation Series. Subject to Section 4.05 of the Agreement, Excess
Finance Charge Collections with respect to the Excess Allocation Series for any
Distribution Date will be allocated to Series 2004-3 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 for such Distribution Date and (y) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2004-3 for such Distribution Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Allocation Series for
such Distribution Date. The "Finance Charge Shortfall" for Series 2004-3 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 4.05(a),
4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such Distribution
Date and the full amount required to be paid, without duplication, pursuant to
subsection 3.02(a)(iii) of the Transfer Agreement on the related Payment Date
(as such term is defined in the Transfer Agreement) over (b) the sum of (i) the
Reallocated Investor Finance Charge Collections, (ii) if such Monthly Period
relates to a Distribution Date with respect to the Controlled Accumulation
Period or Early Amortization Period, the amount of Principal Funding Account
Investment Proceeds, if any, with respect to such Distribution Date and (iii)
the amount of funds, if any, to be withdrawn from the Reserve Account which,
pursuant to subsection 4.12(d), are required to be included in Class A Available
Funds with respect to such Distribution Date. The amount of Excess Finance
Charge Collections for Series 2004-3 for any Distribution Date shall be
specified in subsection 3.02(a)(v) of the Transfer Agreement. On each
Distribution Date, the Trustee shall deposit into the Collection Account for
application in accordance with Section 4.05 of the Agreement the aggregate
amount of Excess Finance Charge Collections received by the Trustee pursuant to
the Transfer Agreement on such date.


                                       24
(Series 2004-3 Supplement)
<PAGE>

         Section 4.10. Reallocated Investor Finance Charge Collections.

         (a) That portion of Group I Investor Finance Charge Collections for any
Distribution Date equal to the amount of Reallocated Investor Finance Charge
Collections for such Distribution Date will be allocated to Series 2004-3 and
will be distributed as set forth in this Supplement.

         (b) Reallocated Investor Finance Charge Collections with respect to any
Distribution Date shall equal the sum of (i) the aggregate amount of Series
2004-3 Monthly Interest, Investor Default Amount, Series 2004-3 Monthly Fees and
Series 2004-3 Additional Amounts for such Distribution Date and (ii) that
portion of excess Group I Investor Finance Charge Collections to be included in
Reallocated Investor Finance Charge Collections pursuant to subsection (c)
hereof; provided, however, that if the amount of Group I Investor Finance Charge
Collections for such Distribution Date is less than the sum of (w) Group I
Investor Monthly Interest, (x) Group I Investor Default Amount, (y) Group I
Investor Monthly Fees and (z) Group I Investor Additional Amounts, then
Reallocated Investor Finance Charge Collections shall equal the sum of the
following amounts for such Distribution Date:

                  (A) The product of (I) Group I Investor Finance Charge
         Collections (up to the amount of Group I Investor Monthly Interest) and
         (II) a fraction, the numerator of which is Series 2004-3 Monthly
         Interest and the denominator of which is Group I Investor Monthly
         Interest;

                  (B) the product of (I) Group I Investor Finance Charge
         Collections less the amount of Group I Investor Monthly Interest (up to
         the Group I Investor Default Amount) and (II) a fraction, the numerator
         of which is the Investor Default Amount and the denominator of which is
         the Group I Investor Default Amount;

                  (C) the product of (I) Group I Investor Finance Charge
         Collections less the amount of Group I Investor Monthly Interest and
         the Group I Investor Default Amount (up to Group I Investor Monthly
         Fees) and (II) a fraction, the numerator of which is Series 2004-3
         Monthly Fees and the denominator of which is Group I Investor Monthly
         Fees; and

                  (D) the product of (I) Group I Investor Finance Charge
         Collections less the sum of (i) Group I Investor Monthly Interest, (ii)
         the Group I Investor Default Amount and (iii) Group I Investor Monthly
         Fees and (II) a fraction, the numerator of which is Series 2004-3
         Additional Amounts and the denominator of which is Group I Investor
         Additional Amounts.

         (c) If the amount of Group I Investor Finance Charge Collections for
such Distribution Date exceeds the sum of (i) Group I Investor Monthly Interest,
(ii) Group I Investor Default Amount, (iii) Group I Investor Monthly Fees and
(iv) Group I Investor Additional Amounts, then Reallocated Investor Finance
Charge Collections for such Distribution Date shall include an amount equal to
the product of (x) the amount of such excess and (y) a fraction, the numerator
of which is the Invested Amount as of the last day of the second preceding
Monthly Period (or, for Series 2004-3 only, with respect to the first
Distribution Date, as of the Closing Date) and the denominator of which is the
sum of such Invested Amount and the aggregate invested amounts for all other
Series included in Group I as of such last day (or, for Series 2004-3 only, with
respect to the first Distribution Date, as of the Closing Date).


                                       25
(Series 2004-3 Supplement)
<PAGE>

         Section 4.11. Shared Principal Collections. Subject to Section 4.04 of
the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2004-3 in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Principal
Sharing Series for such Distribution Date and (y) a fraction, the numerator of
which is the Series 2004-3 Principal Shortfall for such Distribution Date and
the denominator of which is the aggregate amount of Principal Shortfalls for all
the Series which are Principal Sharing Series for such Distribution Date. The
"Series 2004-3 Principal Shortfall" will be equal to (a) for any Distribution
Date with respect to the Revolving Period, zero, (b) for any Distribution Date
with respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount with respect to such Distribution Date over the amount
of Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections), and (c) for any
Distribution Date with respect to the Early Amortization Period, the excess, if
any, of the Invested Amount over the amount of Available Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).

         Section 4.12. Reserve Account.

         (a) The Servicer shall establish and maintain, in the name of the
Trustee, on behalf of the Trust, for the benefit of the Series 2004-3
Certificateholders, an Eligible Deposit Account (the "Reserve Account") bearing
a designation clearly indicating that the funds deposited therein and the
property credited thereto are held for the benefit of the Series 2004-3
Certificateholders. The Reserve Account shall initially be established with The
Bank of New York. The Trustee shall possess all right, title and interest in all
funds and property from time to time deposited in or credited to the Reserve
Account and in all proceeds thereof. The Reserve Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 2004-3
Certificateholders. If at any time the Reserve Account ceases to be an Eligible
Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10
Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency shall consent) establish a new Reserve Account meeting
the conditions specified above as an Eligible Deposit Account, and shall
transfer any cash or any investments to such new Reserve Account. The Trustee,
at the direction of the 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 Supplement, and (ii) on
each Distribution Date (from and after the Reserve Account Funding Date) prior
to the termination of the Reserve Account make a deposit into the Reserve
Account in the amount specified in, and otherwise in accordance with, subsection
4.07(j).

         (b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Eligible 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. No such
Eligible Investment shall be disposed of prior to its maturity; provided,
however, that the Trustee shall sell, liquidate or dispose of any such Eligible
Investment if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment. On each Distribution Date, all interest and earnings
(net of losses and investment expenses) accrued since the preceding Distribution
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
in the Collection Account and treated as collections of Finance Charge
Receivables allocable to Series 2004-3. For purposes of determining the
availability of funds or the balance in the Reserve Account for any reason under
this Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.


                                       26
(Series 2004-3 Supplement)
<PAGE>

         (c) On the Determination Date preceding each Distribution Date with
respect to the Controlled Accumulation Period and the first Special Payment
Date, the Servicer shall calculate the "Reserve Draw Amount" which shall be
equal to the excess, if any, of the Covered Amount with respect to such
Distribution Date or Special Payment Date over the Principal Funding Account
Investment Proceeds with respect to such Distribution Date or Special Payment
Date; provided, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under subsection
4.07(j) with respect to such Distribution Date or Special Payment Date.

         (d) In the event that for any Distribution 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 the related
Transfer Date by the Trustee (acting in accordance with the instructions of the
Servicer), deposited into the Collection Account and included in Class A
Available Funds for such Distribution Date.

         (e) In the event that the Reserve Account Surplus on any Distribution
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Distribution Date, is greater than zero, the
Trustee, acting in accordance with the written instructions of the Servicer,
shall withdraw from the Reserve Account, and distribute to the Collateral
Interest Holder, an amount equal to such Reserve Account Surplus.

         (f) Upon the earliest to occur of (i) the day on which the Invested
Amount is paid in full to the Series 2004-3 Certificateholders, (ii) if the
Controlled Accumulation Period has not commenced, the occurrence of a Pay-Out
Event with respect to Series 2004-3, (iii) if the Controlled Accumulation Period
has commenced, the earlier of the first Special Payment Date and the Expected
Final Payment Date and (iv) the termination of the Trust pursuant to the
Agreement, the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Class A
Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Collateral
Interest Holder all amounts, if any, on deposit in the Reserve Account and the
Reserve Account shall be deemed to have terminated for purposes of this
Supplement.

         Section 4.13. Investment Instructions.

         (a) Any investment instructions required to be given to the Trustee
pursuant to the terms hereof must be given to the Trustee no later than 10:30
a.m. (New York City time) on the date such investment is to be made. In the
event the Trustee receives such investment instruction later than such time, the
Trustee may, but shall have no obligation to, make such investment. In the event
the Trustee is unable to make an investment required in an investment
instruction received by the Trustee after 10:30 a.m. (New York City time) on
such day, such investment shall be made by the Trustee on the next succeeding
Business Day. In no event shall the Trustee be liable for any investment not
made pursuant to investment instructions received after 10:30 a.m. (New York
City time) on the day such investment is requested to be made.

         (b) The Trustee shall hold each Eligible Investment that constitutes
investment property through a securities intermediary, which securities
intermediary shall agree with the Trustee that (i) such investment property at
all times shall be credited to a securities account of the Trustee, (ii) all
property credited to such securities account shall be treated as a financial
asset, (iii) such securities intermediary shall treat the Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (iv) such securities intermediary shall comply with
entitlement orders originated by the Trustee without the further consent of any
other person or entity, (v) such securities intermediary shall not agree with
any person or entity other than the Trustee to comply with entitlement orders
originated by any person or entity other than the Trustee, (vi) such securities
account and all property credited thereto shall not be subject to any lien,
security interest, right of set-off, or encumbrance in favor of such securities
intermediary or anyone claiming through such securities intermediary (other than
the Trustee), (vii) such agreement between such securities intermediary and the
Trustee shall be governed by the laws of the State of New York, and (viii) such
securities intermediary's jurisdiction for purposes of the Uniform Commercial
Code shall be the State of New York. The Trustee shall maintain possession of
each other Eligible Investment in the State of New York, separate and apart from
all other property held by the Trustee. Notwithstanding any other provision of
this Supplement, the Trustee shall not hold any Eligible Investment through an
agent except as expressly permitted by this Section 4.13(b). Each term used in
this Section 4.13(b) and defined in the New York Uniform Commercial Code shall
have the meaning set forth in the New York Uniform Commercial Code.


                                       27
(Series 2004-3 Supplement)
<PAGE>

         Section 4.14. Determination of LIBOR.

         (a) On each LIBOR Determination Date, the Trustee will determine LIBOR
for the related Interest Accrual Period, which shall be the rate for deposits in
United States dollars for a period equal to one month (commencing on the first
day of such Interest Accrual Period) that appears on Telerate Page 3750 as of
11:00 a.m., London time, on such date. Upon such determination, the Trustee
shall notify the Servicer of LIBOR for such LIBOR Determination Date. If such
rate does not appear on Telerate Page 3750, the rate for the LIBOR Determination
Date will 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 equal to one month (commencing on the first day of such Interest Accrual
Period). The Servicer will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that LIBOR Determination Date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that LIBOR Determination Date will be the arithmetic
mean of the rates quoted by major banks in New York City, selected by the
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 equal to one
month (commencing on the first day of such Interest Accrual Period). If the
banks selected by the Servicer are not quoting rates as provided in the
immediately preceding sentence, LIBOR for such Interest Accrual Period will be
LIBOR in effect for the immediately preceding Interest Accrual Period.

         (b) On each LIBOR Determination Date prior to 3:00 p.m., New York City
time, the Trustee shall send to the Transferors and the Servicer by facsimile,
notification of LIBOR for the following Interest Accrual Period.

                                   ARTICLE V

                          Distributions and Reports to
                        Series 2004-3 Certificateholders

         Section 5.01. Distributions.

         (a) On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest on the Class A Certificates
pursuant to this Supplement.

         (b) On each Special Payment Date and on the Expected Final Payment
Date, the Paying Agent shall distribute (in accordance with the Certificate
delivered by the Servicer pursuant to Section 3.04(b) of the Agreement) to each
Class A Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro
rata share of the amounts on deposit in the Principal Funding Account or
otherwise held by the Paying Agent that are allocated and available on such date
to pay principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Invested Amount on such
date (unless there has been an optional repurchase of the Series 2004-3
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).


                                       28
(Series 2004-3 Supplement)
<PAGE>

         (c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Certificate delivered by the Servicer pursuant to Section
3.04(b) of the Agreement) to each Class B Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class B Certificateholder's pro rata share of the amounts held by the
Paying Agent that are allocated and available on such Distribution Date to pay
interest on the Class B Certificates pursuant to this Supplement.

         (d) On each Special Payment Date, and on the Expected Final Payment
Date, the Paying Agent shall distribute (in accordance with the Certificate
delivered by the Servicer pursuant to Section 3.04(b) of the Agreement) to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro
rata share of the amounts on deposit in the Principal Funding Account or
otherwise held by the Paying Agent that are allocated and available on such date
to pay principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Invested Amount on such
date (unless there has been an optional repurchase of the Series 2004-3
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).

         (e) On each Distribution Date, the Trustee shall distribute to the
Collateral Interest Holder the aggregate amount payable to the Collateral
Interest Holder pursuant to Sections 4.05, 4.07, 4.12, 8.01 and 8.02 to the
Collateral Interest Holder's account, as specified in writing by the Collateral
Interest Holder, in immediately available funds.

         (f) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.

         (g) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series 2004-3 Certificateholders
hereunder shall be made by check mailed to each Series 2004-3 Certificateholder
at such Series 2004-3 Certificateholder's address appearing in the Certificate
Register without presentation or surrender of any Series 2004-3 Certificate or
the making of any notation thereon; provided, however, that with respect to
Series 2004-3 Certificates registered in the name of a Clearing Agency, such
distributions shall be made to such Clearing Agency in immediately available
funds.

         Section 5.02. Reports and Statements to Series 2004-3
Certificateholders.

         (a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Series 2004-3 Certificateholder a statement
substantially in the form of Exhibit C to this Supplement prepared by the
Servicer and delivered to the Paying Agent.

         (b) Not later than each Determination Date, the Servicer shall deliver
to the Trustee, the Paying Agent, the Transferors, each Rating Agency and the
Collateral Interest Holder (i) a statement substantially in the form of Exhibit
C to this Supplement prepared by the Servicer and (ii) a certificate of a
Servicing Officer substantially in the form of Exhibit D.

         (c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2004-3 Certificateholder or
any Certificate Owner thereof by a request in writing to the Servicer.


                                       29
(Series 2004-3 Supplement)
<PAGE>

         (d) On or before January 31 of each calendar year, beginning with
calendar year 2005, the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2004-3 Certificateholder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 2004-3 Certificateholders, as set forth in paragraph (a)
above aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 2004-3 Certificateholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Code. Such obligation of the Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Code as from time to time in
effect.

                                   ARTICLE VI

                                 Pay-Out Events

         Section 6.01. Pay-Out Events. If any one of the following events shall
occur with respect to the Series 2004-3 Certificates:

         (a) the occurrence of an Insolvency Event relating to any Transferor or
other holder of the Original Transferor Certificate;

         (b) the Trust becomes an investment company within the meaning of the
Investment Company Act;

         (c) failure on the part of any Transferor (i) to make any payment or
deposit required by the terms of the Agreement or this Supplement on or before
the date occurring five Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Transferors set forth in the Agreement or
this Supplement, which failure has a material adverse effect on the Series
2004-3 Certificateholders and which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to such Transferor by the Trustee, or to the
Transferors and the Trustee by any Holder of the Series 2004-3 Certificates;

         (d) any representation or warranty made by any Transferor in the
Agreement or this Supplement, or any information contained in a computer file or
microfiche list required to be delivered by any Transferor pursuant to Section
2.01 or subsection 2.08(f) of the Agreement 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 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to such Transferor by the Trustee, or to such Transferor and the
Trustee by any Holder of the Series 2004-3 Certificates and as a result of which
the interests of the Series 2004-3 Certificateholders are materially and
adversely affected for such period; provided, however, that a Pay-Out Event
pursuant to this subsection 6.01(d) shall not be deemed to have occurred
hereunder if a Transferor has accepted reassignment of the related Receivable,
or all of such Receivables, if applicable, during such period (or such longer
period not to exceed an additional 60 days as the Trustee may specify) in
accordance with the provisions of the Agreement;

         (e) a failure by a Transferor to convey Receivables in Additional
Accounts or Participation Interests to the Trust within five Business Days after
the day on which it is required to convey such Receivables or Participation
Interests pursuant to subsection 2.09(a) of the Agreement;

         (f) any Servicer Default which would have an Adverse Effect shall
occur;


                                       30
(Series 2004-3 Supplement)
<PAGE>

         (g) the average Series Adjusted Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;

         (h) the Class A Invested Amount, the Class B Invested Amount or the
Collateral Invested Amount shall not be paid in full on the Expected Final
Payment Date;

         (i) a Transfer Restriction Event shall occur;

         (j) the occurrence of an Insolvency Event as defined in the Receivables
Purchase Agreement relating to any Account Owner; or

         (k) a Transfer Restriction Event as defined in the Receivables Purchase
Agreements shall occur between an Account Owner and the related Transferor;

then, (A) in the case of any event described in subparagraph (c), (d) or (f),
after the applicable grace period, if any, set forth in such subparagraphs,
either the Trustee or the Investor Certificateholders of this Series evidencing
more than 50% of the aggregate unpaid principal amount of the Investor
Certificates of this Series by notice then given in writing to the Transferors
and the Servicer (and to the Trustee if given by the Investor Certificateholders
of this Series) may declare that a Pay-Out Event has occurred with respect to
this Series as of the date of such notice; (B) in the case of any event
described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with
respect to this Series without any notice or other action on the part of the
Trustee or the Investor Certificateholders of this Series immediately upon the
occurrence of such event; and (C) in the case of any event described in
subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to
this Series without any notice or other action on the part of the Trustee or the
Investor Certificateholders of this Series immediately upon the occurrence of
such event (or, in the case of clause (y) below, immediately following the
expiration of the 60-day grace period), but only to the extent that (x) as of
the date of such event, the average of the Monthly Receivables Percentage for
the immediately preceding three Monthly Periods is equal to or greater than 10%
or (y) as of the date of such event, the average of the Monthly Receivables
Percentage for the immediately preceding three Monthly Periods is less than 10%,
and within 60 days following the occurrence of the related Insolvency Event or
Transfer Restriction Event, the aggregate amount of Principal Receivables
outstanding in the Trust does not at least equal the Required Minimum Principal
Balance (without giving effect to Principal Receivables attributable to the
Transferor or the Account Owner with respect to which the Insolvency Event or
the Transfer Restriction Event has occurred).

                                  ARTICLE VII

                     Optional Repurchase; Series Termination

         Section 7.01. Optional Repurchase.

         (a) So long as a Transferor is the Servicer or an Affiliate of the
Servicer, on any day occurring on or after the date on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, such Transferor shall
have the option to purchase the Series 2004-3 Certificateholders' Interest, 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 day is not a Distribution
Date, the Reassignment Amount for the Distribution Date following such day. If,
on the date on which a Transferor exercises such option, the long-term unsecured
debt obligations of such Transferor purchasing the Series 2004-3
Certificateholders' Interest is not rated at least in the third highest rating
category by the Rating Agency, such Transferor shall deliver to the Trustee,
with a copy to the Rating Agency, an Officer's Certificate of such Transferor
which shall have attached to it the relevant fraudulent conveyance statute, if
any, and set forth the factual basis for a conclusion that the exercise of such
optional repurchase would not constitute a fraudulent conveyance of such
Transferor.


                                       31
(Series 2004-3 Supplement)
<PAGE>

         (b) The Transferors shall give the Servicer and the Trustee at least 30
days prior written notice of the date on which the Transferors intend to
exercise such purchase option. Not later than 12:00 noon, New York City time, on
such day the Transferors shall deposit the Reassignment Amount into the
Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. Following the deposit of
the Reassignment Amount into the Collection Amount in accordance with the
foregoing, the Invested Amount for Series 2004-3 shall be reduced to zero and
the Series 2004-3 Certificateholders shall have no further interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 8.01(b).

         Section 7.02. Series Termination.

         (a) If, on the October 2011 Distribution Date, the Invested Amount
(after giving effect to all changes therein on such date) would be greater than
zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period
which begins on such Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to the Invested Amount at the close of business on the last day
of the Monthly Period preceding the Series 2004-3 Termination Date (after giving
effect to all distributions required to be made on the Series 2004-3 Termination
Date, except pursuant to this Section 7.02). Such bids shall require that such
sale shall (subject to subsection 7.02(b)) occur on the Series 2004-3
Termination Date. No Transferor, any Affiliate thereof, any agent thereof or any
other party consolidated with such Transferor for purposes of United States
generally accepted accounting principles shall be entitled to participate in
such bidding process or to purchase the Receivables; provided, however, that, to
the extent the Collateral Interest Holder is not a Transferor, an Affiliate
thereof, an agent thereof or any other party consolidated with a Transferor for
purposes of United States generally accepted accounting principles, the
Collateral Interest Holder may participate in such bidding process.

         (b) The Servicer, on behalf of the Trustee, shall sell such Receivables
(or interests therein) on the Series 2004-3 Termination Date to the bidder who
made the highest cash purchase offer. The proceeds of any such sale shall be
treated as Collections on the Receivables allocated to the Series 2004-3
Certificateholders pursuant to the Agreement and this Supplement; provided,
however, that the Servicer shall determine conclusively the amount of such
proceeds which are allocable to Finance Charge Receivables and the amount of
such proceeds which are allocable to Principal Receivables. During the period
from the October 2011 Distribution Date to the Series 2004-3 Termination Date,
the Servicer shall continue to collect payments on the Receivables and allocate
and deposit such Collections in accordance with the provisions of the Agreement
and the Supplements.

                                  ARTICLE VIII

                               Final Distributions

         Section 8.01. Sale of Receivables or Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of
this Supplement.

                  (a) (i) The amount to be paid by the Transferors with respect
         to Series 2004-3 in connection with a reassignment of Receivables to
         the Transferors pursuant to Section 2.06 of the Agreement shall equal
         the Reassignment Amount for the first Distribution Date following the
         Monthly Period in which the reassignment obligation arises under the
         Agreement.


                                       32
(Series 2004-3 Supplement)
<PAGE>

                  (ii) The amount to be paid by the Transferors with respect to
         Series 2004-3 in connection with a repurchase of the
         Certificateholders' Interest pursuant to Section 10.01 of the Agreement
         shall equal the sum of (x) the Reassignment Amount for the Distribution
         Date of such repurchase and (y) the sum of (A) the excess, if any, of
         (I) a price equivalent to the average of bids quoted on the Record Date
         preceding the date of repurchase or, if not a Business Day, on the next
         succeeding Business Day by at least two recognized dealers selected by
         the Trustee for the purchase by such dealers of a security which is
         similar to the Class A Certificates with a remaining maturity
         approximately equal to the remaining maturity of the Class A
         Certificates and rated by each Rating Agency in the rating category
         originally assigned to the Class A Certificates over (II) the portion
         of the Reassignment Amount attributable to the Class A Certificates and
         (B) the excess, if any, of (I) a price equivalent to the average of
         bids quoted on such Record Date, or if not a Business Day, on the next
         succeeding Business Day by at least two recognized dealers selected by
         the Trustee for the purchase by such dealers of a security which is
         similar to the Class B Certificates with a remaining maturity
         approximately equal to the remaining maturity of the Class B
         Certificates and rated by each Rating Agency in the rating category
         originally assigned to the Class B Certificates over (II) the portion
         of the Reassignment Amount attributable to the Class B Certificates.

         (b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series 2004-3 Certificateholders' Interest deposited into the Collection Account
pursuant to Section 7.02, the Trustee shall, in accordance with the written
direction of the Servicer, not later than 12:00 noon, New York City time, on the
related Distribution Date, make deposits or 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 Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (iii) the balance, if any, will be distributed to the
Collateral Interest Holder.

         (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to subsection
8.01(b) for payment to the Series 2004-3 Certificateholders shall be deemed
distributed in full to the Series 2004-3 Certificateholders on the date on which
such funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.


                                       33
(Series 2004-3 Supplement)
<PAGE>

         Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables pursuant to Section 9.01 of the Agreement.

         (a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to subsection 9.01(b) of the Agreement, the Trustee
shall in accordance with the written direction of the Servicer (in the following
priority and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) (i) deduct an
amount equal to the Class A Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Series 2004-3 Allocable
Principal Collections and distribute such amount to the Paying Agent for payment
to the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Series 2004-3 Allocable Principal Collections and (y) the Principal
Allocation Percentage with respect to the related Monthly Period, (ii) deduct an
amount equal to the Class B Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Series 2004-3 Allocable
Principal Collections and distribute such amount to the Paying Agent for payment
to the Class B Certificateholders, provided that the amount of such distribution
shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Series 2004-3 Allocable Principal Collections and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence
and (iii) distribute the remaining amount of the Insolvency Proceeds to the
Collateral Interest Holder.

         (b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall in accordance with the written direction of the Servicer
(in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date) (i)
deduct an amount equal to the sum of (w) Class A Monthly Interest for such
Distribution Date, (x) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior Distribution Date and
(y) the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not distributed to
the Class A Certificateholders on a prior Distribution Date from the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables
and distribute such amount to the Paying Agent for payment to the Class A
Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Series 2004-3 Allocable Finance Charge Collections, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class A
Floating Percentage with respect to such Monthly Period and (ii) deduct an
amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders on a prior Distribution Date and (y) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date from the portion of the
Insolvency Proceeds allocated to Series 2004-3 Allocable Finance Charge
Collections and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed the product of (x) the portion of the Insolvency Proceeds allocated
to Series 2004-3 Allocable Finance Charge Collections, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class B Floating Percentage with respect to such Monthly Period. To the extent
that the product of (A) the portion of the Insolvency Proceeds allocated to
Series 2004-3 Allocable Finance Charge Collections and (B) the Floating
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be distributed to the Collateral Interest Holder.

         (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to this Section
for payment to the Series 2004-3 Certificateholders shall be distributed in full
to the Series 2004-3 Certificateholders on the date on which funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to
be a final distribution pursuant to Section 12.02 of the Agreement.

                                   ARTICLE IX

                            Miscellaneous Provisions

         Section 9.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.


                                       34
(Series 2004-3 Supplement)
<PAGE>

         Section 9.02. Counterparts. This 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 9.03. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 9.04. [Reserved].

         Section 9.05. [Reserved].

         Section 9.06. Uncertificated Securities. The Collateral Interest shall
be delivered in uncertificated form.

         Section 9.07. Transfers of the Collateral Interest.

         (a) Unless otherwise consented to by the Transferors, no portion of the
Collateral Interest or any interest therein may be sold, conveyed, assigned,
hypothecated, pledged, participated, exchanged or otherwise transferred (each, a
"Transfer") except in accordance with this Section 9.07 and only to a Permitted
Assignee. Any attempted or purported transfer, assignment, exchange, conveyance,
pledge, hypothecation or grant other than to a Permitted Assignee shall be void.
Unless otherwise consented to by the Transferors, no portion of the Collateral
Interest or any interest therein may be Transferred to any Person (each such
Person acquiring the Collateral Interest or any interest therein, an "Assignee")
unless such Assignee shall have executed and delivered to the Transferors on or
before the effective date of any Transfer a letter substantially in the form
attached hereto as Exhibit E (an "Investment Letter"), executed by such
Assignee, with respect to the related Transfer to such Assignee of all or a
portion of the Collateral Interest.

         (b) Each Assignee will certify that the Collateral Interest or the
interest therein purchased by such Assignee will be acquired for investment only
and not with a view to any public distribution thereof, and that such Assignee
will not offer to sell or otherwise dispose of the Collateral Interest or any
interest therein so acquired by it in violation of any of the registration
requirements of the Securities Act, or any applicable state or other securities
laws. Each Assignee will acknowledge and agree that (i) it has no right to
require the Transferors to register under the Securities Act or any other
securities law the Collateral Interest or the interest therein to be acquired by
the Assignee and (ii) the sale of the Collateral Interest is not being made by
means of the prospectus prepared in connection with the sale of the Series
2004-3 Certificates. Each Assignee will agree with the Transferors that: (a)
such Assignee will deliver to the Transferors an Investment Letter and (b) all
of the statements made by such Assignee in its Investment Letter shall be true
and correct as of the date made.

         (c) No portion of the Collateral Interest or any interest therein may
be Transferred, and each Assignee will certify that it is not, (a) an "employee
benefit plan" (as defined in Section 3(3) of ERISA), including governmental
plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the
Code) including individual retirement accounts and Keogh plans, or (c) any other
entity whose underlying assets include "plan assets" (within the meaning of U.S.
Department of Labor Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account.

                     [The signature page follows this page.]

                                       35
(Series 2004-3 Supplement)
<PAGE>

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

                          AMERICAN EXPRESS RECEIVABLES
                             FINANCING CORPORATION II,
                             as a Transferor

                          By: /s/ David L. Yowan
                              ------------------------------------------
                              Name:  David L. Yowan
                              Title: President



                          AMERICAN EXPRESS RECEIVABLES
                             FINANCING CORPORATION III LLC,
                             as a Transferor

                          By: /s/ Traci L. Memmott
                              ------------------------------------------
                              Name:  Traci L. Memmott
                              Title: Vice President and Treasurer



                          AMERICAN EXPRESS RECEIVABLES
                             FINANCING CORPORATION IV LLC,
                             as a Transferor

                          By: /s/ Rob Radle
                              ------------------------------------------
                              Name:  Rob Radle
                              Title: President



                          AMERICAN EXPRESS TRAVEL RELATED
                             SERVICES COMPANY, INC.,
                             as the Servicer

                          By: /s/ David L. Yowan
                              ------------------------------------------
                              Name:  David L. Yowan
                              Title: Senior Vice President and Treasurer



                          THE BANK OF NEW YORK,
                             as Trustee

                          By: /s/ Catherine L. Cerilles
                              ------------------------------------------
                              Name:  Catherine L. Cerilles
                              Title: Assistant Vice President



                   [Signature page - Series 2004-3 Supplement]





<PAGE>

                                                                     EXHIBIT A-1
                           FORM OF CLASS A CERTIFICATE



REGISTERED                                                          $_________1/

No. R-_______                                             CUSIP No.  02582J CX 6

         Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC, American Express Receivables
Financing Corporation IV LLC or their agent for registration of transfer,
exchange or payment, and any certificate 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.

                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                                  SERIES 2004-3

                     CLASS A 4.35% ASSET BACKED CERTIFICATE

                          Expected Final Payment Date:
                         The May 2009 Distribution Date

                  Each $1,000 minimum denomination represents a
                         1/522,000ths undivided interest
                                in Class A of the

           AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2004-3

Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of credit and charge
accounts serviced by

             AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,

and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.

      (Not an interest in or obligation of American Express Travel Related
Services Company, Inc., American Express Centurion Bank, American Express Bank,
  FSB, American Express Receivables Financing Corporation II, American Express
    Receivables Financing Corporation III LLC, American Express Receivables
      Financing Corporation IV LLC or any of their respective affiliates)

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


(Series 2004-3 Supplement)
<PAGE>

This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement, dated as
of May 16, 1996, as amended and restated as of April 16, 2004 (as amended and
restated and as otherwise amended and supplemented, the "Agreement"), as
supplemented by the Series 2004-3 Supplement, dated as of June 2, 2004 (as
amended and supplemented, the "Supplement"), among American Express Receivables
Financing Corporation II, American Express Receivables Financing Corporation III
LLC and American Express Receivables Financing Corporation IV LLC, as
transferors (together, the "Transferors"), American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account and any other Series Accounts
and (v) all other assets and interests constituting the Trust. The Holder of
this Certificate is entitled to the benefits of the subordination of the Class B
Certificates and the Collateral Interest to the extent provided in the
Supplement. Although a summary of certain provisions of the Agreement and the
Supplement is set forth below and in the Summary of Terms and Conditions
attached hereto and made a part hereof, this Class A Certificate does not
purport to summarize the Agreement and the Supplement and reference is made to
the Agreement and the Supplement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee. A copy of the Agreement and the
Supplement (without schedules) may be requested from the Trustee by writing to
the Trustee at the Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement or the Supplement, as applicable.

         This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class A Certificateholder by virtue of the acceptance hereof assents and is
bound.

         It is the intent of the Transferors and the Class A Certificateholder
that, for federal, state and local income and franchise tax purposes, the Class
A Certificates will qualify as indebtedness of the Transferors secured by the
Receivables. The Class A Certificateholder, by the acceptance of this Class A
Certificate, agrees to treat this Class A Certificate for federal, state and
local income and franchise tax purposes as debt of the Transferors.

         In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Expected Final
Payment Date is the May 2009 Distribution Date, but principal with respect to
the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class A Certificates will occur later than the Expected Final
Payment Date.

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


                                     A-1-2
(Series 2004-3 Supplement)
<PAGE>



         IN WITNESS WHEREOF, the Transferors have caused this Class A
Certificate to be duly executed.


                              AMERICAN EXPRESS RECEIVABLES FINANCING
                              CORPORATION II


                              By:
                                  -----------------------------------
                                  Name:
                                  Title:




                              AMERICAN EXPRESS RECEIVABLES FINANCING
                              CORPORATION III LLC


                              By:
                                  -----------------------------------
                                  Name:
                                  Title:




                              AMERICAN EXPRESS RECEIVABLES FINANCING
                              CORPORATION IV LLC


                              By:
                                  -----------------------------------
                                  Name:
                                  Title:



Dated: [___________]



                                     A-1-3
(Series 2004-3 Supplement)
<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the American Express Credit Account Master Trust Series 2004-3
Class A Certificates described in the within-mentioned Agreement and Supplement.



                                   THE BANK OF NEW YORK,
                                   as Trustee


                                   By:
                                       ------------------------------
                                       Authorized Signatory


                                       or


                                   By:
                                       ------------------------------
                                       as Authenticating Agent
                                       for the Trustee


                                   By:
                                       ------------------------------
                                       Authorized Signatory


                                     A-1-4
(Series 2004-3 Supplement)
<PAGE>

                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                                  SERIES 2004-3

                     CLASS A 4.35% ASSET BACKED CERTIFICATE

                         Summary of Terms and Conditions

         The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to cardmembers as
cash advances and Finance Charge Receivables. This Class A Certificate is one of
a Series of Certificates entitled American Express Credit Account Master Trust,
Series 2004-3 (the "Series 2004-3 Certificates"), and one of a class thereof
entitled Class A Series 2004-3 4.35% Asset Backed Certificates (the "Class A
Certificates"), each of which represents a fractional, undivided interest in
certain assets of the Trust. The assets of the Trust are allocated in part to
the investor certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
the Transferor Certificates. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Initial Invested Amount is $522,000,000. The Class A Invested Amount on any date
will be an amount equal to (a) the Class A Initial Invested Amount, minus (b)
the aggregate amount of principal payments made to the Class A Certificateholder
on or prior to such date, minus (c) the excess, if any, of the aggregate amount
of Class A Investor Charge-Offs for all prior Distribution Dates over Class A
Investor Charge-Offs reimbursed pursuant to subsection 4.07(b) of the Supplement
prior to such date.

         Subject to the terms and conditions of the Agreement, the Transferors
may, from time to time, direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional,
undivided interests in certain of the Trust Assets.

         On each Distribution Date, the Paying Agent shall distribute to each
Class A Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class A Certificateholder's pro rata share of
such amounts (including amounts on deposit in the Collection Account and
Principal Funding Account) as are payable to the Class A Certificateholder
pursuant to the Agreement and the Supplement. Distributions with respect to this
Class A Certificate will be made by the Paying Agent by check mailed to the
address of the Class A Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class A Certificate or
the making of any notation thereon (except for the final distribution in respect
of this Class A Certificate) except that with respect to Class A Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available funds.
Final payment of this Class A Certificate will be made only upon presentation
and surrender of this Class A Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Series 2004-3
Certificateholders in accordance with the Agreement and the Supplement.

         On any day occurring on or after the day on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, the Transferors have
the option to repurchase the Series 2004-3 Certificateholders' Interest in the
Trust. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Series 2004-3 Certificateholders will not have any interest
in the Receivables and the Series 2004-3 Certificates will represent only the
right to receive such Reassignment Amount.


                                     A-1-5
(Series 2004-3 Supplement)
<PAGE>

         THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE TRANSFERORS OR THE SERVICER OR ANY AFFILIATE OF ANY OF THEM AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.

         The Class A Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class A Certificateholder or such
Class A Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

         As provided in the Agreement and subject to certain limitations therein
set forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional, undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

         The Servicer, the Transferors, the Trustee, the Paying Agent and the
Transfer Agent and Registrar and any agent of any of them, may treat the person
in whose name this Class A Certificate is registered as the owner hereof for all
purposes, and none of the Servicer, the Transferors, the Trustee, the Paying
Agent, the Transfer Agent and Registrar, or any agent of any of them, shall be
affected by notice to the contrary except in certain circumstances described in
the Agreement.

         THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     A-1-6
(Series 2004-3 Supplement)

<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: ______________                                 ________________________2/

                                                      Signature Guaranteed:

                                                      ________________________

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


                                     A-1-7
(Series 2004-3 Supplement)

<PAGE>

                                                                     EXHIBIT A-2
                           FORM OF CLASS B CERTIFICATE

THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS
INVESTING ASSETS OF A BENEFIT PLAN (AS DEFINED BELOW) OR AN INDIVIDUAL
RETIREMENT ACCOUNT OTHER THAN BY INSURANCE COMPANIES INVESTING ASSETS SOLELY OF
THEIR GENERAL ACCOUNTS.


REGISTERED                                                        $___________3/

No. R-_________                                           CUSIP No.  02582J CY 4

         Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC, American Express Receivables
Financing Corporation IV LLC or their agent for registration of transfer,
exchange or payment, and any certificate 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.

                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                                  SERIES 2004-3

                     CLASS B 4.55% ASSET BACKED CERTIFICATE

                          Expected Final Payment Date:
                         The May 2009 Distribution Date

                  Each $1,000 minimum denomination represents a
                         1/30,000ths undivided interest
                                in Class B of the

           AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2004-3

Evidencing an undivided interest in certain assets of a trust, the corpus of
which consists primarily of an interest in receivables generated from time to
time in the ordinary course of business in a portfolio of credit and charge
accounts serviced by

             AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,

and other assets and interests constituting Trust Assets under the Pooling and
Servicing Agreement referred to below.

  (Not an interest in or obligation of American Express Travel Related Services
   Company, Inc., American Express Centurion Bank, American Express Bank, FSB,
    American Express Receivables Financing Corporation II, American Express
    Receivables Financing Corporation III LLC, American Express Receivables
      Financing Corporation IV LLC or any of their respective affiliates)


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


(Series 2004-3 Supplement)
<PAGE>

This certifies that CEDE & CO. (the "Class B Certificateholder") is the
registered owner of a fractional, undivided interest in certain assets of a
trust (the "Trust") created pursuant to the Pooling and Servicing Agreement,
dated as of May 16, 1996, as amended and restated as of April 16, 2004 (as
amended and restated and otherwise amended and supplemented, the "Agreement"),
as supplemented by the Series 2004-3 Supplement, dated as of June 2, 2004 (as
amended and supplemented, the "Supplement"), among American Express Receivables
Financing Corporation II, American Express Receivables Financing Corporation III
LLC and American Express Receivables Financing Corporation IV LLC, as
transferors (together, the "Transferors"), American Express Travel Related
Services Company, Inc., as servicer, and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee"). The corpus of the Trust
consists of (i) the Transferors' ownership interest in a portfolio of
receivables (the "Receivables") existing in credit and charge accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardmembers in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account, the Special Funding Account, and any other Series Accounts
and (v) all other assets and interests constituting the Trust. Although a
summary of certain provisions of the Agreement and the Supplement is set forth
below and in the Summary of Terms and Conditions attached hereto and made a part
hereof, this Class B Certificate does not purport to summarize the Agreement and
the Supplement and reference is made to the Agreement and the Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Agreement and the Supplement (without schedules) may
be requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein have
the meanings ascribed to them in the Agreement or the Supplement, as applicable.

         This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Supplement, to which
Agreement and Supplement, each as amended and supplemented from time to time,
the Class B Certificateholder by virtue of the acceptance hereof assents and is
bound.

         No Class B Certificate may be acquired by or for the account of any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended, or that is described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended, or an entity whose underlying assets include plan
assets by reason of a plan's investment in such entity (a "Benefit Plan"),
unless (i) such acquirer or holder is an insurance company, (ii) the source of
funds used to acquire or hold such Certificate (or interest therein) is an
"insurance company general account" (as defined in U.S. Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied. By acquiring
any interest in this Class B Certificate, each applicable Certificate Owner
shall be deemed to have represented and warranted either (i) that it is not a
Benefit Plan and is not acting for the account of any Benefit Plan or (ii) that
(1) it is an insurance company, (2) the source of funds used to acquire or hold
an interest in such Certificate is an "insurance company general account" (as
such term is defined in PTCE 95-60), and (3) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.

         THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO
FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE
SUPPLEMENT.


                                     A-2-2
(Series 2004-3 Supplement)
<PAGE>

         It is the intent of the Transferors and the Class B Certificateholder
that, for federal, state and local income and franchise tax purposes, the Class
B Certificates will qualify as indebtedness of the Transferors secured by the
Receivables. The Class B Certificateholder, by the acceptance of this Class B
Certificate, agrees to treat this Class B Certificate for federal, state and
local income and franchise tax purposes as debt of the Transferors.

         In general, payments of principal with respect to the Class B
Certificates are limited to the Class B Invested Amount, which may be less than
the unpaid principal balance of the Class B Certificates. The Expected Final
Payment Date is the May 2009 Distribution Date, but principal with respect to
the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Supplement. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to pay the Controlled Deposit Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Class B Certificates will occur later than the Expected Final
Payment Date.

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


                                     A-2-3
(Series 2004-3 Supplement)
<PAGE>

         IN WITNESS WHEREOF, the Transferors have caused this Class B
Certificate to be duly executed.



                                    AMERICAN EXPRESS RECEIVABLES FINANCING
                                    CORPORATION II


                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


                                    AMERICAN EXPRESS RECEIVABLES FINANCING
                                    CORPORATION III LLC


                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


                                    AMERICAN EXPRESS RECEIVABLES FINANCING
                                    CORPORATION IV LLC


                                    By:
                                        --------------------------------
                                        Name:
                                        Title:



Dated: [____________]


                                     A-2-4
(Series 2004-3 Supplement)

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the American Express Credit Account Master Trust Series
2004-3 Class B Certificates described in the within mentioned Agreement and
Supplement.



                               THE BANK OF NEW YORK,
                               as Trustee


                               By:
                                   -----------------------------
                                   Authorized Signatory


                               or


                               By:
                                   -----------------------------
                                   as Authenticating Agent
                                   for the Trustee


                               By:
                                   -----------------------------
                                   Authorized Signatory


                                     A-2-5
(Series 2004-3 Supplement)
<PAGE>



                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                                  SERIES 2004-3

                     CLASS B 4.55% ASSET BACKED CERTIFICATE

                         Summary of Terms and Conditions

         The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and amounts advanced to cardmembers as
cash advances and Finance Charge Receivables. This Class B Certificate is one of
a Series of Certificates entitled American Express Credit Account Master Trust,
Series 2004-3 (the "Series 2004-3 Certificates"), and one of a class thereof
entitled Class B Series 2004-3 4.55% Asset Backed Certificates (the "Class B
Certificates"), each of which represents a fractional, undivided interest in
certain assets of the Trust. The assets of the Trust are allocated in part to
the investor certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
the Transferor Certificates. The aggregate interest represented by the Class B
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class B Invested Amount at such time. The Class B
Initial Invested Amount is $30,000,000. The Class B Invested Amount on any date
will be an amount equal to (a) the Class B Initial Invested Amount, minus (b)
the aggregate amount of principal payments made to the Class B Certificateholder
on or prior to such date, minus (c) the excess, if any, of the aggregate amount
of Class B Investor Charge-Offs for all prior Distribution Dates over Class B
Investor Charge-Offs reimbursed, minus (d) the amount of Reallocated Principal
Collections allocated on all prior Distribution Dates pursuant to subsection
4.08(a) of the Supplement (excluding any Reallocated Principal Collections that
have resulted in a reduction in the Collateral Invested Amount pursuant to
Section 4.08), minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced to cover the Class A Investor Default Amount on
all prior Distribution Dates, and plus (f) the amount of Excess Spread and
Excess Finance Charge Collections allocated to Series 2004-3 and applied on all
prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the
Class B Invested Amount may not be reduced below zero.

         Subject to the terms and conditions of the Agreement, the Transferors
may, from time to time, direct the Trustee, on behalf of the Trust, to issue one
or more new Series of Investor Certificates, which will represent fractional,
undivided interests in certain of the Trust Assets.

         On each Distribution Date, the Paying Agent shall distribute to each
Class B Certificateholder of record on the last day of the preceding calendar
month (each a "Record Date") such Class B Certificateholder's pro rata share of
such amounts (including amounts on deposit in the Collection Account and
Principal Funding Account) as are payable to the Class B Certificateholder
pursuant to the Agreement and the Supplement. Distributions with respect to this
Class B Certificate will be made by the Paying Agent by check mailed to the
address of the Class B Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Class B Certificate or
the making of any notation thereon (except for the final distribution in respect
of this Class B Certificate) except that with respect to Class B Certificates
registered in the name of Cede & Co., the nominee for The Depository Trust
Company, distributions will be made in the form of immediately available funds.
Final payment of this Class B Certificate will be made only upon presentation
and surrender of this Class B Certificate at the office or agency specified in
the notice of final distribution delivered by the Trustee to the Series 2004-3
Certificateholders in accordance with the Agreement and the Supplement.


                                     A-2-6
(Series 2004-3 Supplement)
<PAGE>

         On any day occurring on or after the day on which the Invested Amount
is reduced to 5% or less of the Initial Invested Amount, the Transferors have
the option to repurchase the Series 2004-3 Certificateholders' Interest in the
Trust. The repurchase price will be equal to (a) if such day is a Distribution
Date, the Reassignment Amount for such Distribution Date or (b) if such day is
not a Distribution Date, the Reassignment Amount for the Distribution Date next
following such day. Following the deposit of the Reassignment Amount in the
Collection Account, Series 2004-3 Certificateholders will not have any interest
in the Receivables and the Series 2004-3 Certificates will represent only the
right to receive such Reassignment Amount.

         THIS CLASS B CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN
INTEREST IN, THE TRANSFERORS OR THE SERVICER OR ANY AFFILIATE OF ANY OF THEM AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS B CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SUPPLEMENT.

         The Class B Certificates are issuable only in minimum denominations of
$1,000 and integral multiples of $1,000. The transfer of this Class B
Certificate shall be registered in the Certificate Register upon surrender of
this Class B Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Class B Certificateholder or such
Class B Certificateholder's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Class B Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.

         As provided in the Agreement and subject to certain limitations therein
set forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

         The Servicer, the Transferors, the Trustee, the Paying Agent and the
Transfer Agent and Registrar and any agent of any of them, may treat the person
in whose name this Class B Certificate is registered as the owner hereof for all
purposes, and none of the Servicer, the Transferors, the Trustee, the Paying
Agent, the Transfer Agent and Registrar, or any agent of any of them, shall be
affected by notice to the contrary except in certain circumstances described in
the Agreement.

         THIS CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                     A-2-7
(Series 2004-3 Supplement)

<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: ______________                                 ________________________4/

                                                      Signature Guaranteed:

                                                      ________________________



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


                                     A-2-8
(Series 2004-3 Supplement)
<PAGE>

                                                                       EXHIBIT B

                    FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                           NOTIFICATION TO THE TRUSTEE

                            ________________________

                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                                  SERIES 2004-3

                            ________________________

         The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc. ("TRS"), as Servicer pursuant to the
Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and
restated as of April 16, 2004 (as amended and restated and as otherwise amended
and supplemented, the "Pooling and Servicing Agreement"), among TRS, American
Express Receivables Financing Corporation II, American Express Receivables
Financing Corporation III LLC and American Express Receivables Financing
Corporation IV LLC, as transferors (together, the "Transferors"), and The Bank
of New York, as trustee (the "Trustee"), does hereby certify as follows:

         1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement or the Series 2004-3
Supplement, dated as of June 2, 2004, among TRS, the Transferors and the Trustee
(as amended and supplemented, the "Supplement"), as applicable.

         2. TRS is the Servicer.

         3. The undersigned is a Servicing Officer.


I. INSTRUCTION TO MAKE A WITHDRAWAL

         Pursuant to subsections 4.05(a), (b) and (c), the Servicer does hereby
instruct the Trustee (i) to make withdrawals from the Collection Account on
__________, __________, which date is a Distribution Date under the Supplement,
in the aggregate amounts (equal to the Class A Available Funds, Class B
Available Funds and Collateral Available Funds, respectively) as set forth below
in respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(a), (b) and (c):

         With respect to the Class A Certificates,

         A) Pursuant to subsection 4.05(a)(i):

                  (1) Interest at the Class A Certificate Rate for the related
                      Interest Accrual Period on the Class A Invested
                      Amount............................................$_______

                  (2) Class A Monthly Interest previously due but not
                      paid..............................................$_______


                                      B-1
<PAGE>

                  (3) Class A Additional Interest and any Class A Additional
                      Interest due but not paid.........................$_______

         B) Pursuant to subsection 4.05(a)(ii):

                  (1) The Class A Servicing Fee for the preceding Monthly
                      Period, if applicable.............................$_______

                  (2) Accrued and unpaid Class A Servicing Fees,
                      if applicable.....................................$_______

         C) Pursuant to subsection 4.05(a)(iii):

                  (1) Class A Investor Default Amount for the preceding Monthly
                      Period............................................$_______

         With respect to the Class B Certificates,

         A) Pursuant to subsection 4.05(b)(i):

                  (1) Interest at the Class B Certificate Rate for the related
                      Interest Accrual Period on the Class B Invested
                      Amount............................................$_______

                  (2) Class B Monthly Interest previously due but not
                      paid..............................................$_______

                  (3) Class B Additional Interest and any Class B Additional
                      Interest previously due but not paid..............$_______

         B) Pursuant to subsection 4.05(b)(ii):

                  (1) The Class B Servicing Fee for the preceding Monthly
                      Period, if applicable ............................$_______

                  (2) Accrued and unpaid Class B Servicing Fees,
                      if applicable.....................................$_______

         With respect to the Collateral Interest

         A) Pursuant to subsection 4.05(c)(i):

                  (1) The Collateral Servicing Fee for the preceding Monthly
                      Period, if applicable.............................$_______

                  (2) Accrued and unpaid Collateral Servicing Fees, if
                      applicable........................................$_______


                                      B-2
<PAGE>

         Pursuant to subsections 4.05(d), (e) and (f), the Servicer hereby
instructs the Trustee (i) to make withdrawals from the Collection Account on
________________, which date is a Distribution Date under the Supplement, in the
aggregate amounts (equal to the Available Principal Collections) as set forth
below in respect of the following amounts and (ii) to apply the proceeds of such
withdrawals in accordance with subsections 4.05(d), (e) and (f):

         A) Pursuant to subsection 4.05(d):

                  (1) Amount to be treated as Shared Principal
                      Collections.......................................$_______

         B) Pursuant to subsection 4.05(e):

                  (1) The lesser of the Controlled Deposit Amount and the
                      sum of the Class A Adjusted Invested Amount and the
                      Class B Adjusted Invested Amount deposited in the
                      Principal Funding Account.........................$_______

                  (2) After the Class B Invested Amount is paid in full, the
                      amount paid to the Collateral Interest Holder (up to the
                      Collateral Invested Amount).......................$_______

                  (3) Prior to the date the Class B Invested Amount is paid in
                      full, amount to be treated as Shared Principal
                      Collections.......................................$_______

         C) Pursuant to subsection 4.05(f):

                  (1) An amount up to the Class A Adjusted Invested Amount
                      deposited in the Principal Funding
                      Account...........................................$_______

                  (2) On and after the Distribution Date on which the
                      Class A Invested Amount is paid in full, an amount
                      up to the Class B Invested Amount deposited in the
                      Principal Funding Account.........................$_______

                  (3) On and after the Distribution Date on which the
                      Class B Invested Amount is paid in full, an amount
                      up to the Collateral Invested Amount distributed
                      to the Collateral Interest Holder ................$_______

         Pursuant to Section 4.07, the Servicer does hereby instruct the Trustee
to apply on _____________, which is a Distribution Date under the Supplement,
any Excess Spread and Excess Finance Charge Collections allocated to Series
2004-3 as follows:

         A) Pursuant to subsection 4.07(a):

                  Class A Required Amount applied in the priority set forth
                  in subsections 4.05(a)(i), (ii) and (iii).............$_______


                                      B-3
<PAGE>

         B) Pursuant to subsection 4.07(b):

                  Aggregate amount of Class A Investor Charge-Offs not
                  previously reimbursed allocated to Available Principal
                  Collections...........................................$_______

         C) Pursuant to subsection 4.07(c):

                  Class B Required Amount applied in the priority set
                  forth in subsections 4.05(b)(i).......................$_______

         D) Pursuant to subsection 4.07(d):

                  Interest accrued on aggregate outstanding principal
                  balance of the Class B Certificates not otherwise
                  distributed to Class B Certificateholders pursuant
                  to Section 4.07(c)...................................$________

         E) Pursuant to subsection 4.07(d):

                  Amount (up to the Class B Investor Default) to be
                  applied as Available Principal Collections............$_______

         F) Pursuant to subsection 4.07(e):

                  The amount by which the "Class B Invested Amount" has
                  been reduced pursuant to clauses (c), (d) and
                  (e) of the definition thereof allocated to Available
                  Principal Collections.................................$_______

         G) Pursuant to subsection 4.07(f):

                  (1) Collateral Minimum Monthly Interest...............$_______

                  (2) Collateral Minimum Monthly Interest previously due
                      but not paid......................................$_______

                  (3) Collateral Additional Interest and any Collateral
                      Additional Interest previously due and not
                      paid..............................................$_______

         H) Pursuant to subsection 4.07(g):

                  Monthly Servicing Fee for such Distribution Date that
                  has not been paid to the Servicer and any Monthly
                  Servicing Fee previously due but not paid to the
                  Servicer..............................................$_______

         I) Pursuant to subsection 4.07(h):

                  Collateral Default Amount allocated to Available
                  Principal Collections.................................$_______


                                      B-4
<PAGE>

         J) Pursuant to subsection 4.07(i):

                  The amount by which the "Collateral Invested Amount"
                  has been reduced pursuant to clauses (c), (d) and
                  (e) of the definition thereof allocated to Available
                  Principal Collections.................................$_______

         K) Pursuant to subsection 4.07(j):

                  The excess of the Required Reserve Account Amount over
                  the Available Reserve Amount deposited into the Reserve
                  Account...............................................$_______

         L) Pursuant to subsection 4.07(k):

                  Amount distributed to the Collateral Interest
                  Holder................................................$_______

         Pursuant to Section 4.08, the Servicer does hereby instruct the Trustee
to apply on ___________, which is a Distribution Date under the Pooling and
Servicing Agreement, $__________ of Reallocated Principal Collections to fund
any deficiencies in the Required Amount after applying Class A Available Funds,
Class B Available Funds, Excess Spread and Excess Finance Charge Collections
thereto.

II. INSTRUCTION TO MAKE CERTAIN PAYMENTS

         Pursuant to Section 5.01 of the Series Supplement, the Servicer does
hereby instruct the Trustee to pay in accordance with Section 5.01 from the
Interest Funding Account or the Principal Funding Account, as applicable, on
____________, which date is a Payment Date under the Supplement, the following
amounts as set forth below:

         A) Pursuant to subsection 5.01(a):

                  Interest to be distributed to Class A
                  Certificateholders....................................$_______

         B) Pursuant to subsection 5.01(b):

                  On the Expected Final Payment Date or a Special Payment
                  Date, principal to be distributed to the Class A
                  Certificateholders....................................$_______

         C) Pursuant to subsection 5.01(c):

                  Interest to be distributed to Class B
                  Certificateholders....................................$_______

         D) Pursuant to subsection 5.01(d):

                  On the Expected Final Payment Date or a Special Payment
                  Date, on or after the date Class A Invested Amount
                  is paid in full, principal to be distributed to the
                  Class B Certificateholders............................$_______


                                      B-5
<PAGE>

         E) Pursuant to subsection 5.01(e):

                  Aggregate amount to be distributed to the Collateral
                  Interest Holder.......................................$_______

III. ACCRUED AND UNPAID AMOUNTS

         After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and unpaid
with respect to all Monthly Periods preceding the current calendar month.

         1. Subsection 4.06(a):

                  The aggregate amount of all unreimbursed Class A
                  Investor Charge-Offs..................................$_______

         2. Subsection 4.06(a), (b) and 4.08(a):

                  The aggregate amount by which the "Class B Invested
                  Amount" has been reduced pursuant to clauses (c),
                  (d) and (e) of the definition thereof.................$_______

         3. Subsection 4.06(a), (b), (c) and 4.08(a) and (b):

                  The aggregate amount by which the "Collateral Invested
                  Amount" has been reduced pursuant to clauses (c),
                  (d) and (e) of the definition thereof.................$_______

         IN WITNESS WHEREOF, the undersigned has duly executed this _________
Certificate this day of __________, ____________.



                                   AMERICAN EXPRESS TRAVEL RELATED
                                   SERVICES COMPANY, INC., as Servicer


                                   By:
                                       -------------------------------
                                       Name:
                                       Title:


                                      B-6
<PAGE>

                                                                       EXHIBIT C

                            FORM OF MONTHLY STATEMENT

                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
                                  SERIES 2004-3

         Pursuant to the Pooling and Servicing Agreement, dated as of May 16,
1996, as amended and restated as of April 16, 2004 (hereinafter as such
agreement may have been or may be from time to time, amended or otherwise
modified, the "Pooling and Servicing Agreement"), among American Express Travel
Related Services Company, Inc. ("TRS"), as Servicer, American Express
Receivables Financing Corporation II, American Express Receivables Financing
Corporation III LLC and American Express Receivables Financing Corporation IV
LLC, as transferors (together, the "Transferors"), and The Bank of New York, as
trustee (the "Trustee"), as supplemented by the Series 2004-3 Supplement, dated
as of June 2, 2004 (the "Supplement"), among TRS, the Transferors and the
Trustee, TRS, as Servicer is required to prepare certain information each month
regarding current distributions to the Series 2004-3 Certificateholders and the
performance of the American Express Credit Account Master Trust (the "Trust")
during the previous month. The information which is required to be prepared with
respect to the Distribution Date of _______________, and with respect to the
performance of the Trust during the month of _____________ is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $1,000 per Series 2004-3 Certificate (a "Certificate"). Certain other
information is presented based on the aggregate amounts for the Trust as a
whole. Capitalized terms used in this Monthly Statement have their respective
meanings set forth in the Pooling and Servicing Agreement and the Supplement.

         A) Information regarding distributions in respect of the Class A
            Certificates per $1,000 original certificate principal amount

                  (1) The total amount of the distribution in respect of
                      Class A Certificates, per $1,000 original certificate
                      principal amount..................................$_______

                  (2) The amount of the distribution set forth in
                      paragraph 1 above in respect of interest on the
                      Class A Certificates, per $1,000 original certificate
                      principal amount..................................$_______

                  (3) The amount of the distribution set forth in
                      paragraph 1 above in respect of principal of
                      the Class A Certificates, per $1,000 original
                      certificate principal amount......................$_______

         B) Class A Investor Charge Offs and Reimbursement of Charge Offs

                  (1) The amount of Class A Investor Charge Offs........$_______

                  (2) The amount of Class A Investor Charge Offs set
                      forth in paragraph 1 above, per $1,000 original
                      certificate principal amount......................$_______


                                      C-1
<PAGE>

                  (3) The total amount reimbursed in respect of
                      Class A Investor Charge Offs......................$_______

                  (4) The amount set forth in paragraph 3 above, per
                      $1,000 original certificate principal amount......$_______

                  (5) The amount, if any, by which the outstanding
                      principal balance of the Class A Certificates
                      exceeds the Class A Invested Amount after
                      giving effect to all transactions on such
                      Distribution Date.................................$_______

         C) Information regarding distributions in respect of the Class B
            Certificates, per $1,000 original certificate principal amount

                  (1) The total amount of the distribution in respect
                      of Class B Certificates, per $1,000 original
                      certificate principal amount......................$_______

                  (2) The amount of the distribution set forth in
                      paragraph 1 above in respect of interest on the
                      Class B Certificates, per $1,000 original
                      certificate principal amount......................$_______

                  (3) The amount of the distribution set forth in
                      paragraph 1 above in respect of principal of
                      the Class B Certificates, per $1,000 original
                      certificate principal amount......................$_______

         D) Amount of reductions in Class B Invested Amount pursuant to clauses
            (c), (d), and (e) of the definition of Class B Invested Amount

                  (1) The amount of reductions in Class B Invested
                      Amount pursuant to clauses (c), (d) and (e) of
                      the definition of Class B Invested Amount.........$_______

                  (2) The amount of the reductions in the Class B
                      Invested Amount set forth in paragraph 1 above,
                      per $1,000 original certificate principal
                      amount............................................$_______

                  (3) The total amount reimbursed in respect of
                      such reductions in the Class B Invested
                      Amount............................................$_______

                  (4) The amount set forth in paragraph 3 above, per
                      $1,000 original certificate principal amount......$_______


                                      C-2
<PAGE>

                  (5) The amount, if any, by which the outstanding
                      principal balance of the Class B Certificates
                      exceeds the Class B Invested Amount after
                      giving effect to all transactions on such
                      Distribution Date.................................$_______

         E) Information regarding certain distributions to the Collateral
            Interest Holder

                  (1) The amount distributed to the Collateral
                      Interest Holder in respect of interest on the
                      Collateral Invested Amount........................$_______

                  (2) The amount distributed to the Collateral
                      Interest Holder in respect of principal on the
                      Collateral Invested Amount........................$_______

         F) Amount of reductions in Collateral Invested Amount pursuant to
            clauses (c), (d), and (e) of the definition of Collateral Invested
            Amount

                  (1) The amount of reductions in the Collateral
                      Invested Amount pursuant to clauses (c), (d)
                      and (e) of the definition of Collateral Invested
                      Amount............................................$_______

                  (2) The total amount reimbursed in respect of
                      such reductions in the Collateral Invested
                      Amount............................................$_______


                                     AMERICAN EXPRESS TRAVEL RELATED
                                     SERVICES COMPANY, INC., as Servicer


                                     By:
                                         --------------------------------
                                         Name:
                                         Title:


                                      C-3
<PAGE>

<TABLE>

RECEIVABLES --

<S>                                                                                       <C>

Beginning of the Month Principal Receivables:                                             $____________

Beginning of the Month Finance Charge Receivables:                                        $____________

Beginning of the Month Discounted Receivables:                                            $____________

Beginning of the Month Premium Receivables:                                               $____________

Beginning of the Month Total Receivables:                                                 $____________


Removed Principal Receivables:                                                            $____________

Removed Finance Charge Receivables:                                                       $____________

Removed Total Receivables:                                                                $____________


Additional Principal Receivables:                                                         $____________

Additional Finance Charge Receivables:                                                    $____________

Additional Total Receivables:                                                             $____________


Discounted Receivables Generated this Period:                                             $____________

Premium Receivables Generated this Period:                                                $____________

End of the Month Principal Receivables:                                                   $____________

End of the Month Finance Charge Receivables:                                              $____________

End of the Month Discounted Receivables:                                                  $____________

End of the Month Premium Receivables:                                                     $____________

End of the Month Total Receivables:                                                       $____________


Special Funding Account Balance:                                                          $____________

Aggregate Invested Amount (all Master Trust Series):                                      $____________

End of the Month Transferor Amount:                                                       $____________


DELINQUENCIES AND LOSSES --


End of the Month Delinquencies:                                                           RECEIVABLES

         30-59 Days Delinquent                                                            $____________

         60-89 Days Delinquent                                                            $____________

         90+ Days Delinquent                                                              $____________


         Total 30+ Days Delinquent                                                        $____________


Defaulted Accounts During the Month:                                                      $____________
</TABLE>


                                      C-4

<PAGE>

<TABLE>
<S>                                                          <C>                          <C>
INVESTED AMOUNTS --


         Class A Initial Invested Amount                     $522,000,000
                                                              $30,000,000
         Class B Initial Invested Amount
                                                              $48,000,000
         Collateral Initial Invested Amount


INITIAL INVESTED AMOUNT                                                                   $600,000,000


         Class A Invested Amount                             $__________

         Class B Invested Amount                             $__________

         Collateral Invested Amount                          $__________

INVESTED AMOUNT                                                                           $____________

         Class A Adjusted Invested Amount                                                 $____________

         Class B Adjusted Invested Amount                                                 $____________

ADJUSTED INVESTED AMOUNT                                                                  $____________


MONTHLY SERVICING FEE                                                                     $____________


INVESTOR DEFAULT AMOUNT                                                                   $____________


GROUP I INFORMATION


         WEIGHTED AVERAGE CERTIFICATE RATE FOR ALL SERIES IN GROUP I                      $____________

         GROUP I INVESTOR FINANCE CHARGE COLLECTIONS                                      $____________

         GROUP I INVESTOR ADDITIONAL AMOUNTS                                              $____________

         GROUP I INVESTOR DEFAULT AMOUNT                                                  $____________

         GROUP I INVESTOR MONTHLY FEES                                                    $____________

         GROUP I INVESTOR MONTHLY INTEREST                                                $____________

</TABLE>


                                      C-5
<PAGE>

<TABLE>

<S>                                                               <C>                          <C>
SERIES 2004-3 INFORMATION

         SERIES 2004-3 ALLOCATION PERCENTAGE                                                    ____________%

         SERIES 2004-3 ALLOCABLE FINANCE CHARGE COLLECTIONS                                    $____________

         SERIES 2004-3 ADDITIONAL AMOUNTS                                                      $____________

         SERIES 2004-3 ALLOCABLE DEFAULTED AMOUNT                                              $____________

         SERIES 2004-3 MONTHLY FEES                                                            $____________

         SERIES 2004-3 ALLOCABLE PRINCIPAL COLLECTIONS                                         $____________

         SERIES 2004-3 REQUIRED TRANSFEROR AMOUNT                                              $____________

         FLOATING ALLOCATION PERCENTAGE                                                        $____________

         INVESTOR FINANCE CHARGE COLLECTIONS                                                    ____________%

         INVESTOR DEFAULT AMOUNT                                                               $____________

         REALLOCATED INVESTOR FINANCE CHARGE COLLECTIONS                                       $____________

         PRINCIPAL ALLOCATIONS PERCENTAGE                                                       ____________%

         AVAILABLE PRINCIPAL COLLECTIONS                                                       $____________


CLASS A AVAILABLE FUNDS --


CLASS A FLOATING PERCENTAGE                                                                     ____________%


         Class A Floating Percentage of Reallocated               $____________
         Investor Finance Charge Collections

         Other Amounts                                            $____________

TOTAL CLASS A AVAILABLE FUNDS                                                                  $____________


         Class A Monthly Interest                                 $____________

         Class A Servicing Fee (if applicable)                    $____________

         Class A Investor Default Amount                          $____________

TOTAL CLASS A EXCESS SPREAD                                                                    $____________


CLASS A REQUIRED AMOUNT                                                                        $____________
</TABLE>


                                      C-6
<PAGE>

<TABLE>
<S>                                                               <C>                          <C>
CLASS B AVAILABLE FUNDS --                                                                     $____________


CLASS B FLOATING PERCENTAGE                                                                     ____________%


CLASS B AVAILABLE FUNDS                                                                        $____________


         Class B Monthly Interest                                 $____________

         Class B Servicing Fee (if applicable)                    $____________

COLLATERAL AVAILABLE FUNDS COLLATERAL FLOATING PERCENTAGE                                       ____________%

COLLATERAL AVAILABLE FUNDS                                                                     $____________

         Collateral Interest Servicing Fee (if applicable)                                     $____________

TOTAL COLLATERAL EXCESS SPREAD                                                                 $____________


TOTAL CLASS B EXCESS SPREAD                                                                    $____________


EXCESS SPREAD --


TOTAL EXCESS SPREAD                                                                            $____________


         Excess Spread Applied to Class A Required Amount         $____________

         Excess Spread Applied to Class A Investor Charge         $____________
         Offs

         Excess Spread Applied to Class B Required Amount         $____________

         Excess Spread Applied to Reductions of Class B           $____________
         Invested Amount pursuant to clauses (c), (d) and
         (e)

         Excess Spread Applied to Collateral Minimum              $____________
         Monthly Interest

         Excess Spread Applied to Unpaid Monthly Servicing        $____________
           Fee

         Excess Spread Applied Collateral Default Amount          $____________
</TABLE>


                                      C-7
<PAGE>

<TABLE>
<S>                                                               <C>
         Excess Spread Applied to Reductions of Collateral        $____________
         Invested Amount Pursuant to Clauses (c), (d) and
         (e)

         Excess Spread Applied to Reserve Account                 $____________


TOTAL EXCESS SPREAD DISTRIBUTED TO COLLATERAL INTEREST            $____________
HOLDER


EXCESS FINANCE CHARGES COLLECTIONS


TOTAL EXCESS FINANCE CHARGE COLLECTIONS FOR ALL ALLOCATION        $____________
SERIES


SERIES 2004-3 EXCESS FINANCE CHARGE COLLECTIONS


EXCESS FINANCE CHARGE COLLECTIONS ALLOCATED TO SERIES             $____________
2004-3


         Excess Finance Charge Collections Applied to             $____________
         Class A Required Amount

         Excess Finance Charge Collections Applied to             $____________
         Class A Investor Charge Offs

         Excess Finance Charge Collections Applied to             $____________
         Class B Required Amount

         Excess Finance Charge Collections Applied to             $____________
         Reductions of Class B Invested Amount Pursuant to
         Clauses (c), (d) and (e)

         Excess Finance Charge Collections Applied to             $____________
         Collateral Minimum Monthly Interest

         Excess Finance Charge Collections Applied to             $____________
         Unpaid Monthly Servicing Fee

         Excess Finance Charge Collections Applied to             $____________
         Collateral Default Amount

         Excess Finance Charge Collections Applied to             $____________
         Reductions of Collateral Invested Amount Pursuant
         to Clauses (c), (d) and (e)
</TABLE>


                                      C-8
<PAGE>

<TABLE>
<S>                                                               <C>                          <C>
         Excess Finance Charge Collections Applied to             $____________
         Reserve Account

         Excess Finance Charge Collections Applied to             $____________
         Other Amounts Owed to Collateral Interest Holder


YIELD AND BASE RATE --


         Base Rate (Current Month)                                 ____________%

         Base Rate (Prior Month)                                   ____________%

         Base Rate (Two Months Ago)                                ____________%

THREE MONTH AVERAGE BASE RATE                                                                   ____________%


         Series Adjusted Portfolio Yield (Current Month)           ____________%

         Series Adjusted Portfolio Yield (Prior Month)             ____________%

         Series Adjusted Portfolio Yield (Two Months Ago)         $____________%

THREE MONTH AVERAGE SERIES ADJUSTED PORTFOLIO YIELD                                             ____________%


PRINCIPAL COLLECTIONS --


CLASS A PRINCIPAL PERCENTAGE                                                                    ____________%


         Class A Principal Collections                            $____________


CLASS B PRINCIPAL PERCENTAGE                                                                    ____________%


         Class B Principal Collections                            $____________


COLLATERAL PRINCIPAL PERCENTAGE                                                                 ____________%

         Collateral Principal Collections                         $____________


AVAILABLE PRINCIPAL COLLECTIONS                                                                $____________
</TABLE>


                                      C-9

<PAGE>

<TABLE>
<S>                                                               <C>                          <C>
REALLOCATED PRINCIPAL COLLECTIONS                                                              $____________


SERIES 2004-3 PRINCIPAL SHORTFALL                                                              $____________


SHARED PRINCIPAL COLLECTIONS ALLOCABLE FROM OTHER
PRINCIPAL SHARING SERIES                                                                       $____________


ACCUMULATION--


         Controlled Accumulation Amount                           $____________

         Deficit Controlled Accumulation Amount                   $____________

CONTROLLED DEPOSIT AMOUNT                                                                      $____________


PRINCIPAL FUNDING ACCOUNT BALANCE                                                              $____________


SHARED PRINCIPAL COLLECTIONS ELIGIBLE FOR OTHER PRINCIPAL
SHARING SERIES                                                                                 $____________


INVESTOR CHARGE OFFS AND REDUCTIONS--


CLASS A INVESTOR CHARGE OFFS                                                                   $____________

REDUCTIONS IN CLASS B INVESTED AMOUNT (OTHER THAN BY
PRINCIPAL PAYMENTS)                                                                            $____________

REDUCTIONS IN COLLATERAL INVESTED AMOUNT (OTHER THAN BY
PRINCIPAL PAYMENTS)                                                                            $____________


PREVIOUS CLASS A CHARGE OFFS REIMBURSED                                                        $____________
</TABLE>


                                      C-10
<PAGE>

<TABLE>
<S>                                                                                            <C>
PREVIOUS CLASS B INVESTED AMOUNT REDUCTIONS REIMBURSED                                         $____________


PREVIOUS COLLATERAL INVESTED AMOUNT REDUCTIONS REIMBURSED                                      $____________
</TABLE>


                                    AMERICAN EXPRESS TRAVEL RELATED
                                    SERVICES COMPANY, INC., as Servicer




                                    By:
                                        -------------------------------
                                        Name:
                                        Title:


                                      C-11
<PAGE>

                                                                       EXHIBIT D

                     FORM OF MONTHLY SERVICER'S CERTIFICATE

             AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
                                  SERIES 2004-3

         The undersigned, a duly authorized representative of American Express
Travel Related Services Company, Inc., as Servicer ("TRS"), pursuant to the
Pooling and Servicing Agreement, dated as of May 16, 1996, as amended and
restated as of April 16, 2004 (as amended and restated and as otherwise amended
and supplemented, the "Agreement"), as supplemented by the Series 2004-3
Supplement, dated as of June 2, 2004 (as amended and supplemented, the "Series
Supplement"), among TRS, as Servicer, American Express Receivables Financing
Corporation II, American Express Receivables Financing Corporation III LLC and
American Express Receivables Financing Corporation IV LLC, as Transferors, and
The Bank of New York, as Trustee, does hereby certify as follows:

         1. Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement or the Series Supplement, as applicable.

         2. TRS is, as of the date hereof, the Servicer under the Agreement.

         3. The undersigned is a Servicing Officer.

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

         5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement 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 the 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.

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


                                   AMERICAN EXPRESS TRAVEL RELATED
                                   SERVICES COMPANY, INC.,
                                   as Servicer


                                   By:
                                      -----------------------------
                                      Name:
                                      Title:


                                      D-1
<PAGE>

                                                                       EXHIBIT E

                            FORM OF INVESTMENT LETTER

                                     [Date]


         Re:      American Express Credit Account Master Trust;
                  Purchases of Series 2004-3 Collateral Interest

Ladies and Gentlemen:

         This letter (the "Investment Letter") is delivered by the undersigned
(the "Purchaser") pursuant to Section 9.07 of the Series 2004-3 Supplement,
dated as of June 2, 2004 (the "Series Supplement") to the Pooling and Servicing
Agreement, dated as of May 16, 1996, as amended and restated as of April 16,
2004 (as amended and restated and as otherwise amended and supplemented, the
"Agreement"), each among The Bank of New York, as Trustee, American Express
Receivables Financing Corporation II, American Express Receivables Financing
Corporation III LLC and American Express Receivables Financing Corporation IV
LLC, as Transferors, and American Express Travel Related Services Company, Inc.,
as Servicer. Capitalized terms used herein without definition shall have the
meanings set forth in the Agreement. The Purchaser represents to and agrees with
the Transferors as follows:

                  (a) The Purchaser has such knowledge and experience in
                      financial and business matters as to be capable of
                      evaluating the merits and risks of its investment in the
                      Collateral Interest and is able to bear the economic risk
                      of such investment.

                  (b) The Purchaser is an "accredited investor," as defined in
                      Rule 501, promulgated by the Securities and Exchange
                      Commission (the "Commission") under the Securities Act of
                      1933, as amended (the "Securities Act"), or is a
                      sophisticated institutional investor. The Purchaser
                      understands that the offering and sale of the Collateral
                      Interest has not been and will not be registered under the
                      Securities Act and has not and will not be registered or
                      qualified under any applicable "Blue Sky" law, and that
                      the offering and sale of the Collateral Interest has not
                      been reviewed by, passed on or submitted to any federal or
                      state agency or commission, securities exchange or other
                      regulatory body.

                  (c) The Purchaser is acquiring an interest in the Collateral
                      Interest without a view to any distribution, resale or
                      other transfer thereof except, with respect to any
                      Collateral Interest or any interest or participation
                      therein, as contemplated in the following sentence. The
                      Purchaser will not resell or otherwise transfer any
                      interest or participation in the Collateral Interest,
                      except in accordance with Section 9.07 of the Series
                      Supplement and (i) in a transaction exempt from the
                      registration requirements of the Securities Act and
                      applicable state securities or "blue sky" laws; (ii) to a
                      Transferor or any affiliate of a Transferor; or (iii) to a
                      person who the Purchaser reasonably believes is a
                      qualified institutional buyer (within the meaning thereof
                      in Rule 144A under the Securities Act) that is aware that
                      the resale or other transfer is being made in reliance
                      upon Rule 144A. In connection therewith, the Purchaser
                      hereby agrees that it will not resell or otherwise
                      transfer the Collateral Interest or any interest therein
                      unless the purchaser thereof provides to the addressee
                      hereof a letter substantially in the form hereof.


                                      E-1
<PAGE>

                  (d) No portion of the Collateral Interest or any interest
                      therein may be Transferred, and each Assignee will certify
                      that it is not, (a) an "employee benefit plan" (as defined
                      in Section 3(3) of ERISA), including governmental plans
                      and church plans, (b) any "plan" (as defined in Section
                      4975(e)(1) of the Code) including individual retirement
                      accounts and Keogh plans, or (c) any other entity whose
                      underlying assets include "plan assets" (within the
                      meaning of Department of Labor Regulation Section
                      2510.3-101, 29 C.F.R. ss. 2510.3-101 or otherwise under
                      ERISA) by reason of a plan's investment in the entity,
                      including, without limitation, an insurance company
                      general account.

                  (e) This Investment Letter has been duly executed and
                      delivered and constitutes the legal, valid and binding
                      obligation of the Purchaser, enforceable against the
                      Purchaser in accordance with its terms, except as such
                      enforceability may be limited by bankruptcy, insolvency,
                      reorganization, moratorium or similar laws or equitable
                      principles affecting the enforcement of creditors' rights
                      generally and general principles of equity.

                                       Very truly yours,

                                       [NAME OF PURCHASER]

                                       By:
                                           ---------------------------
                                           Name:
                                           Title:

AGREED TO AS OF THE DATE FIRST ABOVE
WRITTEN:

AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
as Transferor

By:
    ------------------------------
    Name:
    Title:

AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
as Transferor

By:
    ------------------------------
    Name:
    Title:

AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
as Transferor

By:
    ------------------------------
    Name:
    Title:


                                      E-2