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                                                                     Exhibit 4.2

                               FIRST AMENDMENT TO
                           AMENDED AND RESTATED MASTER
                         POOLING AND SERVICING AGREEMENT

                  This FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER
POOLING AND SERVICING AGREEMENT, dated as of October 1, 2001 (this "Amendment"),
is among American Express Centurion Bank (the "Bank"), American Express
Receivables Financing Corporation ("RFC"), American Express Travel Related
Services Company, Inc. (the "Servicer") and The Bank of New York, (the
"Trustee"). This Amendment amends the Amended and Restated Master Pooling and
Servicing Agreement, dated as of May 1, 1998 (the "Pooling and Servicing
Agreement" and, together with this Amendment, the "Amended Pooling and Servicing
Agreement").

                                    RECITALS

                  1. Pursuant to Section 13.01(b) of the Pooling and Servicing
Agreement, the Servicer has delivered to the Trustee an Opinion of Counsel,
dated the date of this Amendment, stating that this Amendment will not
materially and adversely affect the interests of the Investor Certificateholders
of any outstanding Series.

                  2. The parties to the Pooling and Servicing Agreement have
satisfied all conditions precedent contained in the Pooling and Servicing
Agreement to entering into this Amendment. All capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement.

                  3. Now, therefore, in consideration of the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each party hereto agrees as follows:

                                   AMENDMENTS

                  SECTION 1. Amendments of Section 1.01. (a) Section 1.01 of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting the
current definition of Determination Date and inserting in its place the
following definition, which shall read in its entirety as follows:

                  "Determination Date" shall mean, unless otherwise specified in
         the Supplement for a particular Series, the earlier of the third
         Business Day and the fifth calendar day (or if the fifth calendar day
         is not a Business Day, then the preceding Business Day) preceding each
         Distribution Date.

                  (b) Section 1.01 of the Pooling and Servicing Agreement shall
be and hereby is amended by adding the following definition, which shall read in
its entirety as follows:

                  "First Amendment Effective Date" means April 1, 2001.

                  (c) Section 1.01 of the Pooling and Servicing Agreement shall
be and hereby is amended by adding the following definition, which shall read in
its entirety as follows:

                  "Permitted Activities" means the primary activities of the
Trust, which are:


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                  (a) holding Receivables transferred from the Transferors and
         the other assets of the Trust, including passive derivative financial
         instruments that pertain to beneficial interests issued or sold to
         parties other than the Transferors, their Affiliates or their agents;

                  (b) issuing Certificates and other interests in the Trust
         Property;

                  (c) receiving Collections and making payments on such
         Certificates  and interests in accordance  with the terms of this
         Agreement and any Supplement; and

                  (d) engaging in other activities that are necessary or
         incidental to accomplish these limited purposes, which activities
         cannot be contrary to the status of the Trust as a qualified special
         purpose entity under existing accounting literature.

                  SECTION 2. Amendment of Section 9.02. Section 9.02(a) of the
Pooling and Servicing Agreement shall be and hereby is amended by deleting the
second and third sentences thereof in their entirety, and inserted in their
place shall be the following:

         Within 15 days of the receipt by the Trustee of the notice of a
         Dissolution Event, the Trustee shall (i) publish a notice in an
         Authorized Newspaper that a Dissolution Event has occurred and that the
         Trustee intends to sell, dispose of or otherwise liquidate the
         Receivables and (ii) send written notice to the Investor
         Certificateholders describing the provisions of this Section 9.02 and
         requesting instructions from such Holders, which notice shall request
         each Investor Certificateholder to advise the Trustee in writing that
         it elects one of the following options: (A) the Investor
         Certificateholder wishes the Trustee to instruct the Servicer not to
         sell, dispose of or otherwise liquidate the Receivables, or (B) the
         Investor Certificateholder wishes the Trustee to instruct the Servicer
         to sell, dispose of or otherwise liquidate the Receivables and to
         instruct the Servicer to reconstitute the Trust upon the same terms and
         conditions set forth herein, or (C) the Investor Certificateholder
         refuses to advise the Trustee as to the specific action the Trustee
         shall instruct the Servicer to take. If after 90 days from the day
         notice pursuant to clause (i) above is first published (the
         "Publication Date"), the Trustee shall not have received written
         instructions of Holders of Investor Certificates representing Undivided
         Interests aggregating in excess of 50% of the related Invested Amount
         of each Series (or in the case of a series having more than one class
         of investor certificates, each class of such series) to the effect that
         the Trustee shall not instruct the Servicer to sell, dispose of, or
         otherwise liquidate the Receivables and to instruct the Servicer to
         reconstitute the Trust upon the same terms and conditions as set forth
         herein, the Trustee shall instruct the Servicer to proceed to use its
         best efforts to sell, dispose of, or otherwise liquidate the
         Receivables, which efforts shall include the solicitation of
         competitive bids and the Servicer shall proceed to use its best efforts
         to consummate the sale, liquidation or disposition of the Receivables
         as provided above on terms equivalent to the best purchase offer for
         the Receivables.

                  SECTION 3. Amendments of Section 13.01. (a) Section 13.01(b)
of the Pooling and Servicing Agreement shall be and hereby is amended by adding
at the end of such Section the following, which shall read in its entirety as
follows:

         ; provided further that such action shall not effect a change in the
         Permitted Activities of the Trust except for those changes necessary
         for compliance with accounting requirements or tax requirements or
         required to cure any ambiguity or correct or supplement any provision
         contained in the Agreement or any Supplement which may be defective or
         inconsistent with any provisions thereof.


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                  (b) Section 13.01(c) of the Pooling and Servicing Agreement
shall be and hereby is amended by inserting after the word "Trustee" is first
used the following, which shall read in its entirety as follows:

         (A) in the case of a change in the Permitted Activities of the Trust
         which is not materially adverse to Holders of Investor Certificates,
         with the consent of Holders of Investor Certificates evidencing not
         less than 50% of the aggregated unpaid principal amount of the Investor
         Certificates of each outstanding Series affected by such change, unless
         such change is necessary for compliance with accounting requirements or
         tax requirements or required to cure any ambiguity or correct or
         supplement any provision contained in the Agreement or any Supplement
         which may be defective or inconsistent with any provisions thereof and
         (B) in all other cases


                  SECTION 4. Miscellaneous. The amendments provided for by this
Amendment shall be effective as of the First Amendment Effective Date upon
receipt by the Trustee of the following:

                  (a) Notification in writing from each of Moody's and Standard
& Poor's to the effect that this Amendment will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class to which it is a
Rating Agency.

                  (b) An Opinion of Counsel to the effect that this Amendment
will not materially and adversely affect the interests of the Investor
Certificateholders of any outstanding Series.

                  (c) An Opinion of Counsel to the effect that this Amendment
will not cause the Trust to be characterized for Federal income tax purposes as
an association taxable as a corporation or otherwise have any material adverse
impact on the Federal income taxation of any outstanding Series of Investor
Certificates or any Certificate Owner.

                  (d)  Counterparts of this Amendment, duly executed by the
parties hereto.

                  SECTION 5. Pooling and Servicing Agreement in Full Force and
Effect as Amended. The Pooling and Servicing Agreement is hereby amended by
providing that all references therein to the "Pooling and Servicing Agreement,"
"this Agreement," "hereby," "hereof" and "herein" shall be deemed from and after
the effective date of this Amendment to be a reference to the Amended Pooling
and Servicing Agreement. Except as expressly amended hereby, all of the
representations, warranties, terms, covenants and conditions of the Pooling and
Servicing Agreement shall remain unamended and shall continue to be, and shall
remain, in full force and effect in accordance with their terms and except as
expressly provided herein, this Amendment shall not constitute or be deemed to
constitute a waiver of compliance with or consent to non-compliance with any
term or provision of the Pooling and Servicing Agreement.

                  SECTION 6. Counterparts. This Amendment may be executed in two
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

                  SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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                  IN WITNESS WHEREOF, the Bank, RFC, the Servicer and the
Trustee have caused this Amendment to be duly executed and delivered by their
respective duly authorized officers as of the day and year first written above.

                         AMERICAN EXPRESS CENTURION BANK


                              By:  /s/ Maureen A. Ryan
                                   ---------------------------------------------
                                   Name: Maureen A. Ryan
                                   Title:    Assistant Treasurer

                                    AMERICAN EXPRESS RECEIVABLES
                                     FINANCING CORPORATION


                            By:    /s/ Leslie R. Scharfstein
                                   ---------------------------------------------
                                   Name: Leslie R. Scharfstein
                                   Title:    President

                                   AMERICAN EXPRESS TRAVEL RELATED
                                     SERVICES COMPANY, INC.


                            By:    /s/ Jay B. Stevelman
                                   ---------------------------------------------
                                   Name: Jay B. Stevelman
                                   Title:    Senior Vice President and Treasurer

                                   THE BANK OF NEW YORK,
                                      as Trustee


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