SPIEGEL INC
POOLING AND SERVICING AGREEMENT DATED 9/30/1992
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>36
<FILENAME>dex1039.txt
<DESCRIPTION>POOLING AND SERVICING AGREEMENT DATED 9/30/1992
<TEXT>
<PAGE>

                                                                   Exhibit 10.39

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

                       FIRST CONSUMERS CREDIT CORPORATION
                                     Seller,

                          FIRST CONSUMERS NATIONAL BANK
                                    Servicer

                                       and

                              THE BANK OF NEW YORK
                                Successor Trustee

                       on behalf of the Certificateholders

                       of the First Consumers Master Trust

                                   ----------

                         POOLING AND SERVICING AGREEMENT

                         Dated as of September 30, 1992,
                      amended and restated February 1, 1999
         and amended and restated a second time as of December 31, 2001

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

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS

   Section 1.1    Definitions..................................................1
   Section 1.2    Other Definitional Provisions...............................21
   Section 1.3    Monthly Allocation of
                  Finance Charge Receivables..................................21

ARTICLE II TRANSFER OF RECEIVABLES; ISSUANCE OF
           CERTIFICATES

   Section 2.1    Transfer of Receivables.....................................22
   Section 2.2    Acceptance by Trustee.......................................23
   Section 2.3    Representations and Warranties of Seller Relating
                  to Seller...................................................24
   Section 2.4    Representations and Warranties of Seller Relating
                  to the Agreement and the Receivables........................26
   Section 2.5    Covenants of Seller.........................................30
   Section 2.6    Addition of Accounts........................................32
   Section 2.7    Removal of Accounts.........................................35
   Section 2.8    Discount Option.............................................37

ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES

   Section 3.1    Acceptance of Appointment and Other Matters
                  Relating to the Servicer....................................37
   Section 3.2    Servicing Compensation......................................39
   Section 3.3    Representations, Warranties and Covenants of the
                  Servicer....................................................40
   Section 3.4    Reports and Records for the Trustee; Bank Account
                  Statements..................................................41
   Section 3.5    Annual Servicer's Certificate...............................42
   Section 3.6    Annual Independent Public Accountants'
                  Servicing Report............................................42
   Section 3.7    Tax Treatment...............................................43

                                        i

<PAGE>

ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS AND
           ALLOCATION AND APPLICATION OF
           COLLECTIONS

   Section 4.1    Rights of Certificateholders................................43
   Section 4.2    Establishment of Investor Accounts..........................44
   Section 4.3    Collections and Allocations.................................46

[THE REMAINDER OF ARTICLE IV IS RESERVED AND SHALL BE
   SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY
   SERIES]....................................................................49

ARTICLE V [ARTICLE V IS RESERVED AND SHALL BE
          SPECIFIED IN ANY SUPPLEMENT WITH RESPECT
          TO ANY SERIES]......................................................49

ARTICLE VI THE CERTIFICATES

   Section 6.1    The Certificates............................................50
   Section 6.2    Authentication of Certificates..............................50
   Section 6.3    Registration of Transfer and Exchange of
                  Certificates................................................50
   Section 6.4    Mutilated, Destroyed, Lost
                  or Stolen Certificates......................................52
   Section 6.5    Persons Deemed Owners.......................................52
   Section 6.6    Appointment of Paying Agent.................................53
   Section 6.7    Access to List of Certificateholders' Names and
                  Addresses...................................................53
   Section 6.8    Authenticating Agent........................................54
   Section 6.9    Book-Entry Certificates.....................................55
   Section 6.10   Notices to Clearing Agency..................................56
   Section 6.11   Definitive Certificates Initially Issued as Book-Entry
                  Certificates................................................56
   Section 6.12   New Issuances...............................................57

ARTICLE VII OTHER MATTERS RELATING TO SELLER

   Section 7.1    Liability of Seller.........................................59
   Section 7.2    Merger or Consolidation of, or Assumption of the
                  Obligations of, Seller......................................59
   Section 7.3    Limitation on Liability of Seller...........................60

ARTICLE VIII OTHER MATTERS RELATING TO THE SERVICER

   Section 8.1    Liability of the Servicer...................................61
   Section 8.2    Merger or Consolidation of, or Assumption of the
                  Obligations of, the Servicer................................61

                                       ii

<PAGE>

   Section 8.3    Limitation on Liability of the Servicer and Others..........61
   Section 8.4    Indemnification of the Trust and the Trustee................62
   Section 8.5    The Servicer Not to Resign..................................62
   Section 8.6    Access to Certain Documentation and Information
                  Regarding the Receivables...................................63
   Section 8.7    Delegation of Duties........................................63
   Section 8.8    Examination of Records......................................63

ARTICLE IX PAY OUT EVENTS

   Section 9.1    Pay Out Events..............................................64
   Section 9.2    Additional Rights Upon the Occurrence of
                  Certain Events..............................................64

ARTICLE X SERVICER DEFAULTS

   Section 10.1   Servicer Defaults...........................................65
   Section 10.2   Trustee to Act; Appointment of Successor....................67
   Section 10.3   Notification to Certificateholders..........................68
   Section 10.4   Waiver of Past Defaults.....................................68

ARTICLE XI THE TRUSTEE

   Section 11.1   Duties of Trustee...........................................69
   Section 11.2   Certain Matters Affecting the Trustee.......................71
   Section 11.3   Trustee Not Liable for Recitals in Certificates.............72
   Section 11.4   Trustee May Own Certificates................................72
   Section 11.5   Seller to Pay Trustee's Fees and Expenses...................72
   Section 11.6   Eligibility Requirements for Trustee........................73
   Section 11.7   Resignation or Removal of Trustee...........................73
   Section 11.8   Successor Trustee...........................................74
   Section 11.9   Merger or Consolidation of Trustee..........................74
   Section 11.10  Appointment of Co-Trustee or Separate Trustee...............75
   Section 11.11  Tax Returns.................................................76
   Section 11.12  Trustee May Enforce Claims Without Possession of
                  Certificates................................................76
   Section 11.13  Suits for Enforcement.......................................77
   Section 11.14  Rights of Certificateholders to Direct Trustee..............77
   Section 11.15  Representations and Warranties of Trustee...................77
   Section 11.16  Maintenance of Office or Agency.............................77
   Section 11.17  Requests for Agreement......................................78

                                       iii

<PAGE>

ARTICLE XII TERMINATION

   Section 12.1   Termination of Trust........................................78
   Section 12.2   Optional Purchase and Final Maturity Date of
                  Investor Certificates.......................................78
   Section 12.3   Final Distributions.........................................80
   Section 12.4   Termination Rights of the Holder of the Seller
                  Interest....................................................81

ARTICLE XIII MISCELLANEOUS PROVISIONS

   Section 13.1   Amendment...................................................81
   Section 13.2   Protection of Right, Title and Interest to Trust............83
   Section 13.3   Limitation on Rights of Certificateholders..................84
   Section 13.4   Governing Law...............................................85
   Section 13.5   Notices.....................................................85
   Section 13.6   Severability of Provisions..................................85
   Section 13.7   Assignment..................................................85
   Section 13.8   Certificates Nonassessable and Fully Paid ..................86
   Section 13.9   Further Assurances..........................................86
   Section 13.10  No Waiver; Cumulative Remedies..............................86
   Section 13.11  Counterparts................................................86
   Section 13.12  Third-Party Beneficiaries...................................86
   Section 13.13  Actions by Certificateholders...............................86
   Section 13.14  Merger and Integration......................................87
   Section 13.15  Headings....................................................87
   Section 13.16  Effect on Existing Pooling Agreement........................87
   Section 13.17  No Petition.................................................87

                                       iv

<PAGE>

                                    EXHIBITS

Exhibit A:   Form of Transfer Agreement of Receivables in Additional
             Accounts
Exhibit B:   Provisions to be Included in Opinion of Counsel with Respect to
             Additional Accounts
Exhibit C:   Form of Retransfer Agreement
Exhibit D:   Form of Monthly Servicer's Certificate
Exhibit E:   Form of Annual Servicer's Certificate
Exhibit F:   Provisions to be Included in Opinion with Respect to Amendments
Exhibit G:   Provisions to be Included in Annual Opinion of Counsel

                                    SCHEDULE

Schedule 1   List of Accounts
Schedule 2   Perfection Representations and Warranties

                                        v

<PAGE>

          POOLING AND SERVICING AGREEMENT, dated as of September 30, 1992,
     amended and restated as of February 1, 1999, and amended and restated a
     second time as of December 31, 2001, by and among FIRST CONSUMERS CREDIT
     CORPORATION, a Delaware corporation, as Seller, FIRST CONSUMERS NATIONAL
     BANK, a national banking association, as Servicer, and THE BANK OF NEW
     YORK, a banking corporation organized and existing under the laws of New
     York, as Trustee. This Agreement amends and restates the Pooling and
     Servicing Agreement dated as of September 30, 1992, as amended and restated
     February 1, 1999, by and between the parties hereto (the "Existing Pooling
                                                               ----------------
     Agreement").
     ---------

          In consideration of the mutual agreements herein contained, each party
     agrees as follows for the benefit of the other parties and for the benefit
     of the Certificateholders:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 Definitions. Whenever used in this Agreement, the
                      -----------
     following words and phrases shall have the following meanings:

          "Account" shall mean each MasterCard(R)* or VISA(R)* credit card
           -------
     account established pursuant to a Cardholder Agreement, and which is
     identified in Schedule 1 by account number and by Receivable balance as of
                   ----------
     the Cut Off Date, or identified as of each Addition Date in each computer
     file or microfiche list delivered to the Trustee by Seller pursuant to
     Section 2.6. The term "Account" shall also be deemed to refer to an
     ------------
     Additional Account, but only from and after the Addition Date with respect
     thereto, and the term "Account" shall be deemed to refer to any Removed
     Account prior to but not after the Removal Date with respect thereto.

          "Addition Date" shall mean, with respect to any Additional Accounts,
           -------------
     either the date five Business Days after the period or date when such
     Additional Accounts are required or permitted to be added as Accounts
     pursuant to subsections 2.6(a) or (b), or the date on which such Additional
                 ------------------    ---
     Accounts are automatically added as Accounts pursuant to subsection 2.6(e).
                                                              -----------------

     ----------
     MasterCard   is  a  registered   trademark  of   MasterCard   International
Incorporated and VISA is a registered trademark of VISA U.S.A., Inc.

<PAGE>

          "Additional Accounts" shall mean the Accounts the receivables arising
           -------------------
     under which are transferred to the Trust in accordance with the procedures
     set forth in Section 2.6.
                  ------------

          "Adjusted Investor Amount" shall have, with respect to any Series, the
           ------------------------
     meaning specified in the related Supplement, or if no meaning for such term
     is specified in such Supplement, shall mean the Investor Amount for such
     Series.

          "Affiliate" of any specified Person, shall mean any other Person
           ---------
     directly or indirectly controlling or controlled by or under direct or
     indirect common control with such specified Person. For purposes of this
     definition, "control" when used with respect to any specified Person means
     the power to direct the management and policies of such Person, directly or
     indirectly, whether through the ownership of voting securities, by contract
     or otherwise; and the terms "controlling" and "controlled" have meanings
     correlative to the foregoing.

          "Aggregate Investor Amount" shall mean, as of any date of
           -------------------------
     determination, the sum of the Adjusted Investor Amounts of all Series
     issued and outstanding on such date of determination.

          "Aggregate Investor Percentage" with respect to Principal Receivables,
           -----------------------------
     Finance Charge Receivables and Receivables in Defaulted Accounts, as the
     case may be, shall mean, as of any date of determination, the sum of such
     Investor Percentages of all Series issued and outstanding on such date of
     determination; provided, however, that the Aggregate Investor Percentage
     shall not exceed 100%. "Aggregate Principal Balance" shall mean, as of any
     time of determination, the sum of (a) the Aggregate Principal Receivables,
     (b) the amount on deposit in the Excess Funding Account (exclusive of any
     investment earnings on such amount) and (c) the amounts on deposit in the
     Principal Accounts (exclusive of any investment earnings on such amounts),
     in each case as of such time.

          "Aggregate Principal Receivables" shall mean, as of any time of
           -------------------------------
     determination, the aggregate amount of Principal Receivables (excluding any
     Discount Option Receivables) as of the end of the prior day.

          "Aging Date" shall mean that date on which an Account is classified by
           ----------
     the processor as past due according to a predetermined aging schedule.

          "Agreement" shall mean this Pooling and Servicing Agreement and all
           ---------
     amendments hereof and supplements hereto, including any Supplement.

          "Amortization Period" shall mean, with respect to any Series, the
           -------------------
     period following the related Revolving Period, which shall be either the
     Controlled

                                       2

<PAGE>

     Amortization   Period  or  the  Rapid  Amortization  Period  or  any  other
     amortization period, in each case as defined with respect to such Series in
     the related Supplement.

          "Annual Account Additions" shall mean on any date of determination,
           ------------------------
     the number of Accounts the Receivables of which have been added to the
     Trust pursuant to subsections 2.6(a), (b) and (e) from and including the
                       ------------------  ---     ---
     first day of the eleventh Monthly Period preceding such date of
     determination.

          "Annual Quotient" shall have the meaning specified in subsection
           ---------------                                      ----------
     2.6(c)(ii).
     ----------

          "Applicants" shall have the meaning specified in Section 6.7.
           ----------                                      -----------

          "Authorized Newspapers" shall mean each newspaper of general
           ---------------------
     circulation in New York, New York, or in any other place specified by
     Seller, printed in the English language and customarily published on each
     Business Day, whether or not published on Saturdays, Sundays or holidays.

          "Base Amount" shall mean, at any date of determination, with reference
           -----------
     to Annual Account Additions or Quarterly Account Additions, the number of
     Accounts included in the Trust on the first day of the relevant measurement
     period before giving effect to any Accounts added to the Trust on such
     first day.

          "Base Rate" shall have, with respect to any Series, the meaning
           ---------
     specified in the related Supplement.

          "Book-Entry Certificates" shall mean certificates evidencing a
           -----------------------
     beneficial interest in any Investor Certificates, ownership and transfers
     of which shall be made through book entries by a Clearing Agency as
     described in Section 6.9; provided, that after the occurrence of a
                  -----------  --------
     condition whereupon book-entry registration and transfer are no longer
     permitted and Definitive Certificates are to be issued to the Certificate
     Owners, such Certificates shall no longer be "Book-Entry Certificates".

          "Business Day" shall mean each day which is neither a Saturday, a
           ------------
     Sunday nor any other day on which banking institutions in New York, New
     York, Portland, Oregon or Chicago, Illinois (or, with respect to any
     Series, any additional city specified in the related Supplement) are
     authorized or obligated by law or required by executive order to be closed.

          "Cardholder Agreement" shall mean the agreement (and the related
           --------------------
     application) for a MasterCard or VISA credit card account between any
     Obligor and Seller, as the same may be amended, modified or otherwise
     changed from time to time.

                                       3

<PAGE>

          "Cardholder Fees" shall mean, with respect to any Account, any fees
           ---------------
     specified in the Cardholder Agreement applicable to such Account, including
     without limitation, annual fees, over limit charges, late charges, returned
     check fees, and reinstatement charges.

          "Cardholder Guidelines" shall mean Seller's policies and procedures
           ---------------------
     relating to the operation of its credit card business, including, without
     limitation, the FCNB Credit Policy and Operations Manual or such other of
     its policies and procedures for determining the creditworthiness of credit
     card customers, the extension of credit to credit card customers, the terms
     on which repayments are required to be made, and relating to the
     maintenance of credit card accounts and collection of credit card account
     receivables, as said manual and such policies and procedures, as
     applicable, may be amended from time to time.

          "Carry-over Finance Charge Amount" shall have the meaning specified in
           --------------------------------
     Section 1.3.
     -----------

          "Cash Advance Fees" shall mean, with respect to any Account, any fees
           -----------------
     specified in the Cardholder Agreement applicable to such Account as cash
     advance fees or any similar term.

          "Certificate" shall mean any one of the Investor Certificates of any
           -----------
     Series.

          "Certificateholder" or "Holder" shall mean the Person in whose name a
           -----------------      ------
     Certificate is registered in the Certificate Register.

          "Certificate Interest" shall mean interest payable in respect of the
           --------------------
     Investor Certificates of any Series pursuant to Article IV as set forth in
                                                     ----------
     the Supplement related to such Series.

          "Certificate Owner" shall mean, with respect to a Book-Entry
           -----------------
     Certificate, the Person who is the owner of such Book-Entry Certificate, as
     reflected on the books of the Clearing Agency, or on the books of a Person
     maintaining an account with such Clearing Agency (directly or as an
     indirect participant, in accordance with the rules of such Clearing
     Agency).

          "Certificate Principal" shall mean principal payable in respect of the
           ---------------------
     Investor Certificates of any Series pursuant to Article IV as set forth in
                                                     ----------
     the Supplement related to such Series.

          "Certificate Rate" shall mean, with respect to any Series of
           ----------------
     Certificates, the rate (or formula on the basis of which such rate shall be
     determined) per annum stated for such Series in the related Supplement,
     which rate shall, unless otherwise provided in such Supplement, be
     calculated in each case on the basis of a 360-day

                                       4

<PAGE>

     year consisting of twelve 30-day months,  provided that, in the case of the
     Monthly Period in which the Certificates of a Series are first issued, such
     rate shall be  calculated  for the  number of actual  days from the date of
     issuance.

          "Certificate Register" shall mean the register maintained pursuant to
           --------------------
     Section 6.3, providing for the registration of the Certificates and
     -----------
     transfers and exchanges thereof.

          "Class" shall mean, with respect to any Series, any one or more of the
           -----
     classes of Certificates of such Series as specified in the related
     Supplement.

          "Clearing Agency" shall mean an organization registered as a "clearing
           ---------------
     agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
     amended.

          "Clearing Agency Participant" shall mean a broker, dealer, bank, other
           ---------------------------
     financial institution or other Person for whom from time to time a Clearing
     Agency effects book-entry transfers and pledges of securities deposited
     with the Clearing Agency.

          "Closing Date" shall mean, with respect to any Series, the date
           ------------
     specified as such in the related Supplement.

          "Collection Account" shall have the meaning specified in subsection
           ------------------                                      ----------
     4.2(a).
     ------

          "Collection Subaccount" shall have the meaning specified in subsection
           ---------------------                                      ----------
     4.2(a).
     ------

          "Collections" shall mean all payments (including Insurance Proceeds
           -----------
     and Recoveries) received by the Servicer in respect of the Receivables, in
     the form of cash, checks, wire transfers, Automated Teller Machine
     transfers, net proceeds of redemption of certificates of deposit or
     liquidation of bank accounts or other form of payment in accordance with
     the Cardholder Agreement in effect from time to time on any Receivable. A
     Collection processed in respect of an Account (other than a Defaulted
     Account) in excess of the aggregate amount of Receivables in such Account
     as of the Date of Processing of such Collection shall be deemed to be a
     payment in respect of Principal Receivables to the extent of such excess.
     Collections with respect to any Monthly Period shall also include the
     amount of Interchange (if any) allocable to any Series of Certificates
     pursuant to any Supplement with respect to such Monthly Period (to the
     extent received by the Trust and deposited into each Series Finance Charge
     Account or any other Series Account, as the case may be, on the Transfer
     Date following such Monthly Period), to be applied as if such Collections
     were Finance Charge Receivables for all purposes.

                                       5

<PAGE>

          "Collections Deposit Day" shall mean the Business Day next preceding a
           -----------------------
     Transfer Date.

          "Controlled Amortization Amount" for any Series shall have the meaning
           ------------------------------
     specified in the related Supplement.

          "Controlled Amortization Period" for any Series shall have the meaning
           ------------------------------
     specified in the related Supplement.

          "Controlled Distribution Amount" for any Series shall have the meaning
           ------------------------------
     specified in the related Supplement.

          "Corporate Trust Office" shall mean the principal office of the
           ----------------------
     Trustee at which at any particular time its corporate trust business shall
     be administered, which office at the date of the execution of this
     Agreement is located at 2 North LaSalle Street, Suite 1020, Chicago, IL
     60602.

          "Credit Adjustment" shall have the meaning specified in subsection
           -----------------                                      ----------
     4.3(e).
     ------

          "Credit Insurance" shall mean life, accident, health, disability,
           ----------------
     involuntary unemployment or other insurance of an Obligor to Seller to
     insure payment of any amount owing by such Obligor under an Account and
     which proceeds of such insurance are payable to Seller upon such Obligor's
     death, disability or involuntary unemployment.

          "Cut Off Date" shall mean September 22, 1992.
           ------------

          "Cycle" shall mean, with respect to any Account, the monthly billing
           -----
     cycle for such Account as determined in accordance with the Cardholder
     Guidelines as in effect on the date of this Agreement.

          "Cycle Billing Date" shall mean, with respect to any Account, each
           ------------------
     date on which bills are processed for the Cycle which includes such
     Account.

          "Date of Collection" shall mean any date during any Monthly Period
           ------------------
     that Collections are processed by the Servicer.

          "Date of Processing" shall mean, with respect to any transaction, the
           ------------------
     date on which such transaction is first recorded on the Servicer's computer
     master file of accounts (without regard to the effective date of such
     recordation).

          "Debtor Relief Laws" shall mean the Bankruptcy Code of the United
           ------------------
     States of America and all other applicable liquidation, conservatorship,
     bankruptcy, moratorium, rearrangement, receivership, insolvency,
     reorganization, suspension of

                                       6

<PAGE>

     payments, or similar debtor relief laws from time to time in effect
     affecting the enforcement rights of creditors (including creditors of
     national banking associations) generally.

          "Default Amount" shall mean, with respect to any Monthly Period, the
           --------------
     result of multiplying (i) the excess, if any, of the aggregate amount of
     Receivables in Defaulted Accounts charged off during such Monthly Period
     over Recoveries collected during such Monthly Period, times (ii) 1.00,
                                                           -----
     minus the percentage (expressed as a decimal) of Receivables (other than
     -----
     Receivables in Defaulted Accounts) constituting Finance Charge Receivables
     determined in accordance with Section 1.3.
                                   -----------

          "Defaulted Account" shall mean each Account with respect to which, in
           -----------------
     accordance with the Cardholder Guidelines or the Servicer's customary and
     usual servicing procedures for servicing credit card receivables comparable
     to the Receivables (which shall in any event provide for charge-off in the
     event of delinquency of 180 days or more), the Servicer has charged off the
     Receivables in such Account as uncollectible; an Account shall become a
     Defaulted Account on the day on which such Receivables are recorded as
     charged off on the Servicer's computer master file of accounts (regardless
     of whether such Receivables are charged off before or after the Cut Off
     Date or Addition Date of such Account, as the case may be).

          "Deficit Controlled Amortization Amount" for any Series shall have the
           --------------------------------------
     meaning specified in the related Supplement.

          "Definitive Certificates" shall have the meaning specified in Section
           -----------------------                                      -------
     6.9.
     ---

          "Deposit Obligation" shall mean the obligation of the Seller to make
           ------------------
     any deposit to the Excess Funding Account pursuant to subsections 2.4(d) or
                                                           ------------------
     4.3(e), and the obligation of the Servicer to make any payment or transfer
     ------
     of Collections to the Collection Account or Distribution Account pursuant
     to this Agreement.

          "Depository Agreement" shall mean, with respect to any Series, the
           --------------------
     agreement (if any) among the Seller, the Trustee and the initial Clearing
     Agency (if any) with respect to such Series.

          "Determination Date" shall mean the seventh calendar day prior to each
           ------------------
     Transfer Date.

          "Discount Option Date" shall mean each date on which a Discount
           --------------------
     Percentage designated by the Seller pursuant to Section 2.8 takes effect.
                                                     -----------

                                       7

<PAGE>

          "Discount Option Receivable Collections" shall mean on any Date of
           --------------------------------------
     Processing occurring in any Monthly Period succeeding the Monthly Period in
     which the Discount Option Date occurs, the product of (a) a fraction (i)
     the numerator of which is the Discount Option Receivables and (ii) the
     denominator of which is the Principal Receivables (including the Discount
     Option Receivables) in each case (for both the numerator and the
     denominator) at the end of the prior Date of Processing and (b) Collections
     of Original Principal Receivables on such Date of Processing.

          "Discount Option Receivables" shall have the meaning specified in
           ---------------------------
     Section 2.8. The aggregate amount of Discount Option Receivables
     -----------
     outstanding on any Date of Processing occurring on or after the Discount
     Option Date shall equal the result of (a) the aggregate Discount Option
     Receivables at the end of the prior Date of Processing (which amount, prior
     to the Discount Option Date, shall be zero), plus (b) any new Discount
     Option Receivables created on such Date of Processing, minus (c) any
     Discount Option Receivables Collections received on such Date of
     Processing. Discount Option Receivables created on any Date of Processing
     shall mean the product of the amount of any Original Principal Receivables
     created on such Date of Processing and the Discount Percentage.

          "Discount Percentage" shall have the meaning specified in Section 2.8.
           -------------------                                      -----------

          "Distribution Account" shall have the meaning specified in subsection
           --------------------                                      ----------
     4.2(c).
     ------

          "Distribution Date" shall mean the fifteenth day of the month after
           -----------------
     the month the Certificates are first issued and the fifteenth day of each
     calendar month thereafter, or, if any such fifteenth-day is not a Business
     Day, the next succeeding Business Day.

          "Eligible Account" shall mean, as of the Cut Off Date (or, with
           ----------------
     respect to Additional Accounts, as of the relevant Notice Date in respect
     of Additional Accounts added pursuant to subsection 2.6 (a) or (b) or the
                                              -----------------     ---
     fifth Business Day prior to the relevant Addition Date in respect of
     Additional Accounts added pursuant to subsection 2.6(e)) each Account:
                                           ------------------

          (a) which is payable in United States dollars;

          (b) which is serviced in any credit service center of Seller which is
     located in the United States;

          (c) the Obligor on which has provided, as its initial billing address,
     an address which is located in the United States or its territories or
     possessions;

          (d) which the Seller has not finally determined to be counterfeit or
     fraudulent;

                                       8

<PAGE>

          (e) which the Seller has not charged off in its customary and usual
     manner for charging off such Accounts as of the Cut Off Date (or, with
     respect to Additional Accounts as of the relevant Notice Date or Addition
     Date);

          (f) which was originated by FCNB in the ordinary course of business,
     unless the Rating Agency Condition has otherwise been satisfied with
     respect to such Account;

          (g) as to which the Seller has good title, and which has not been sold
     or pledged to any other party;

          (h) which does not have receivables which have been sold or pledged to
     any other party other than Seller pursuant to the Receivables Purchase
     Agreement; and

          (i) is a "VISA" or "MasterCard" revolving credit card account.

          "Eligible Deposit Account" shall mean either (a) a segregated account
           ------------------------
     with a Qualified Institution or (b) a segregated trust account with the
     corporate trust department of a depository institution organized under the
     laws of the United States or any one of the states thereof, including the
     District of Columbia (or any domestic branch of a foreign bank), and acting
     as a trustee for funds deposited in such account, so long as any of the
     securities of such depository institution shall have a credit rating from
     each Rating Agency in one of its short-term credit rating categories which
     signifies investment grade.

          "Eligible Receivable" shall mean each Receivable:
           -------------------

          (a) which has arisen under an Eligible Account;

          (b) which was created in compliance, in all material respects, with
     all Requirements of Law applicable to FCNB or the originator of the related
     Account pursuant to a Cardholder Agreement which complies, in all material
     respects, with all Requirements of Law applicable to FCNB or the originator
     of the related Account;

          (c) with respect to which all consents, licenses, approvals or
     authorizations of, or registrations or declarations with, any Governmental
     Authority required to be obtained, effected or given by FCNB or the
     originator of the related Account in connection with the creation of such
     Receivable or the execution, delivery and performance by FCNB or the
     originator of the related Account, as applicable, of the Cardholder
     Agreement pursuant to which such Receivable was created, have been duly
     obtained, effected or given and are in full force and effect as of such
     date of creation;

                                       9

<PAGE>

          (d) as to which, immediately prior to the transfer of same to the
     Trust by Seller, Seller had good and marketable title thereto free and
     clear of all Liens arising under or through FCNB, Seller or their
     respective Affiliates (other than Liens permitted pursuant to subsection
                                                                   ----------
     2.5(b));
     -------

          (e) which is the legal, valid and binding payment obligation of the
     Obligor thereon, enforceable against such Obligor in accordance with its
     terms, except as such enforceability may be limited by applicable Debtor
     Relief Laws, and except as such enforceability may be limited by general
     principles of equity (whether considered in a suit at law or in equity);

          (f) which constitutes an "account" under and as defined in Article 9
     of the UCC as then in effect in the applicable jurisdiction;

          (g) which, at the time of transfer to the Trust, has not been waived
     or modified except for a Receivable which has been waived or modified as
     permitted in accordance with the Cardholder Guidelines and which waiver or
     modification is reflected in the Servicer's computer file of revolving
     credit card accounts;

          (h) which, at the time of transfer to the Trust, is not (to the
     knowledge of Seller or Servicer) subject to any right of rescission,
     setoff, counterclaim or any other defense (including defenses arising out
     of violations or usury laws) of the Obligor, which requires that such
     Receivable be charged off in accordance with the Cardholder Guidelines,
     other than defenses arising out of applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws affecting the enforcement
     of creditors' rights in general; and

          (i) as to which, at the time of transfer to the Trust, each of the
     Seller and FCNB has satisfied all its obligations required to be satisfied
     by such time.

          "Enhancement" shall mean, with respect to any Series, the cash
           -----------
     collateral account, letter of credit, guaranteed rate agreement, maturity
     guaranty facility, tax protection agreement, interest rate swap or any
     other contract, arrangement or agreement for the benefit of the
     Certificateholders of such Series (or Certificateholders of a Class within
     such Series), as designated in the applicable Supplement.

          "Enhancement Provider" shall mean, with respect to any Series, the
           --------------------
     Person, if any, designated as such in the related Supplement.

          "Excess Funding Account" shall have the meaning specified in
           ----------------------
     subsection 4.2(d).
     -----------------

                                       10

<PAGE>

          "Exchange" shall have the meaning specified in subsection 6.12(b).
           --------                                      ------------------

          "Exchangeable Seller Certificate" shall mean the certificate in favor
           -------------------------------
     of the Seller and authenticated by the Trustee, issued pursuant to this
     Agreement.

          "Exchange Date" shall have the meaning specified in Section 6.12.
           -------------                                      ------------

          "Exchange Notice" shall have the meaning specified in subsection
           ---------------                                      ----------
     6.12(b).
     -------

          "Existing Pooling Agreement" shall have the meaning specified in the
           --------------------------
     introductory paragraph hereto.

          "FASIT" shall have the meaning specified in subsection 13.1(d).
           -----                                      ------------------

          "FCNB" shall mean First Consumers National Bank, a national banking
           ----
     association.

          "FDIC" shall mean the Federal Deposit Insurance Corporation.
           ----

          "Final Trust Termination Date" shall mean December 31, 2032.
           ----------------------------

          "Finance Charge Accounts" shall have the meaning specified in
           -----------------------
     subsection 4.2(b).
     -----------------

          "Finance Charge Collections" shall mean, for any period, the amount of
           --------------------------
     Collections allocated to Finance Charge Receivables during such period in
     accordance with subsection 1.3, plus Discount Option Receivables
                     --------------  ----
     Collections for such period.

          "Finance Charge Receivables" shall mean, with respect to any Monthly
           --------------------------
     Period, (a) all amounts billed to Obligors on any Account during such
     Monthly Period in respect of Finance Charges, Cash Advance Fees and
     Cardholder Fees, and (b) the amount of Interchange (if any) allocable to
     any Series of Certificates pursuant to any Supplement with respect to such
     Monthly Period.

          "Finance Charges" shall mean, as of any day, the amount of interest as
           ---------------
     determined by the periodic finance charge rate assessed on the Cycle
     Billing Date on or next preceding such day pursuant to the Cardholder
     Agreements.

          "Governmental Authority" shall mean the United States of America, any
           ----------------------
     state or other political subdivision thereof and any entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government.

                                       11

<PAGE>

          "Indebtedness" means with respect to any Person at any date, (a) all
           ------------
     indebtedness of such Person for borrowed money or for the deferred purchase
     price of property or services (other than current liabilities incurred in
     the ordinary course of business and payable in accordance with customary
     trade practices) or which is evidenced by a note, bond, debenture or
     similar instrument, (b) all obligations of such Person under capital
     leases, (c) all obligations of such Person in respect of acceptances issued
     or created for the account of such Person and (d) all liabilities secured
     by any Lien on any property owned by such Person even though such Person
     has not assumed or otherwise become liable for the payment thereof.

          "Ineligible Receivable" shall have the meaning specified in subsection
           ---------------------                                      ----------
     2.4(d).
     ------

          "Initial Closing Date" shall mean September 30, 1992.
           --------------------

          "Initial Investor Amount" with respect to any Series, shall have the
           -----------------------
     meaning specified in the related Supplement.

          "Insolvency Event" shall have the meaning specified in Section 9.2.
           ----------------                                      -----------

          "Insurance Proceeds" shall mean any amounts paid to the Servicer or to
           ------------------
     Seller pursuant to any Credit Insurance policies covering any Obligor with
     respect to Receivables under such Obligor's Account.

          "Interchange" shall mean interchange fees paid or payable to the
           -----------
     Seller, in its capacity as credit card issuer, through MasterCard
     International Incorporated and/or VISA U.S.A., Inc. in connection with
     cardholder charges for goods and services.

          "Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
           ---------------------
     as amended from time to time.

          "Investor Account" shall mean each of the Finance Charge Accounts, the
           ----------------
     Principal Accounts, the Excess Funding Account and the Distribution
     Account.

          "Investor Amount" shall have, with respect to any Series, the meaning
           ---------------
     specified in the related Supplement.

          "Investor Certificate" shall mean any one of the certificates executed
           --------------------
     and authenticated by the Trustee substantially in the form (or forms, in
     the case of a Series with multiple Classes) of the investor certificate
     attached to the related Supplement.

          "Investor Certificateholder" shall mean the Holder of record of an
           --------------------------
     Investor Certificate.

                                       12

<PAGE>

          "Investor Charge Off" shall have, with respect to any Series, the
           -------------------
     meaning specified in the related Supplement.

          "Investor Default Amount" shall have, with respect to any Series, the
           -----------------------
     meaning specified in the related Supplement.

          "Investor Exchange" shall have the meaning specified in subsection
           -----------------                                      ----------
     6.12(b).
     -------

          "Investor Monthly Servicing Fee" shall have the meaning specified in
           ------------------------------
     Section 3.2.

          "Investor Net Recoveries" shall mean, for any Monthly Period, an
           -----------------------
     amount equal to the product of (i) the Net Recoveries for such Monthly
     Period and (ii) the applicable Investor Percentage at the end of the last
     day of such Monthly Period.

          "Investor Percentage" shall have, for any Series, with respect to
           -------------------
     Principal Collections, Finance Charge Collections and Receivables in
     Defaulted Accounts, the meaning specified in the related Supplement.

          "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
           ----
     assignment, deposit arrangement, encumbrance, lien (statutory or other),
     equity interest, participation interest, preference, priority or other
     security agreement or preferential arrangement of any kind or nature
     whatsoever, including, without limitation, any conditional sale or other
     title retention agreement, any financing lease having substantially the
     same economic effect as any of the foregoing and the filing of any
     financing statement under the Uniform Commercial Code (other than any such
     financing statement filed for informational purposes only) or comparable
     law of any jurisdiction to evidence any of the foregoing; provided,
                                                               --------
     however, that any assignment pursuant to Section 7.2 shall not be deemed to
     -------                                  -----------
     constitute a Lien.

          "Minimum Aggregate Principal Balance" shall mean, on any date of
           -----------------------------------
     determination, the greater of (a) the sum of the Aggregate Investor Amount,
     plus the Minimum Seller Amount, in each case as of such date and (b) the
     sum of the Initial Investor Amounts of all Series outstanding on such date.

          "Minimum Average Seller Percentage" shall mean the weighted average
           ---------------------------------
     (by Adjusted Investor Amount) Minimum Seller Percentages for all Series
     then outstanding.

          "Minimum Seller Amount" shall mean, on any date of determination, the
           ---------------------
     Aggregate Investor Amount at the end of the day prior to such date of
     determination, times the Minimum Average Seller Percentage; provided that
                                                                 --------
     if such percentage is zero, the Minimum Seller Amount shall be zero. FCNB
     may reduce the Minimum Seller Amount by written notice to the Trustee,
     provided that (a) the Rating Agency

                                       13

<PAGE>

     Condition is satisfied with respect to such reduction and (b) FCNB delivers
     to the Trustee an Opinion of Counsel to the effect that such reduction will
     not have a material adverse effect on the Federal income tax
     characterization of any outstanding Series.

          "Minimum Seller Percentage" shall have, for any Series, the meaning
           -------------------------
     specified in the related Supplement.

          "Monthly Period" shall mean the period from and including the first
           --------------
     day of the calendar month preceding a related Determination Date to and
     including the last day of such calendar month.

          "Monthly Servicing Fee" shall have the meaning specified in Section
           ----------------------                                     -------
     3.2.
     ----

          "Monthly Total Percentage Allocation" shall have, with respect to any
           -----------------------------------
     Series, the meaning specified in the related Supplement.

          "Moody's" shall mean Moody's Investors Service, Inc.
           -------

          "Net Recoveries" shall mean, with respect to any Monthly Period, the
           --------------
     excess, if any, of Recoveries collected during such Monthly Period over the
                                                                        ----
     aggregate amount of Receivables in Defaulted Accounts charged off during
     such Monthly Period.

          "Notice Date" shall have the meaning specified in subsection 2.6(c).
           -----------                                      -----------------

          "Obligor" shall mean, with respect to any Account, the Person or
           -------
     Persons obligated to make payments with respect to such Account, including
     any guarantor thereof.

          "Officer's Certificate" shall mean a certificate signed by any officer
           ---------------------
     of Seller or the Servicer and delivered to the Trustee.

          "Opinion of Counsel" shall mean a written opinion of counsel, who may
           ------------------
     be counsel for Seller or the Servicer and who shall be reasonably
     acceptable to the Trustee.

          "Optional Repurchase Percentage" shall have, with respect to any
           ------------------------------
     Series, the meaning specified in the related Supplement.

          "Original Principal Receivables" shall mean Principal Receivables
           ------------------------------
     determined without giving effect to any reduction thereof attributable to
     Discount Option Receivables.

                                       14

<PAGE>

          "Paying Agent" shall mean any paying agent appointed pursuant to
           ------------
     Section 6.6 and shall initially be the Corporate Trust Office of the
     -----------
     Trustee.

          "Pay Out Commencement Date" shall mean, with respect to each Series,
           -------------------------
     (a) the date on which a Trust Pay Out Event is deemed to occur pursuant to
     Section 9.1, or (b) the date on which a Series Pay Out Event is deemed to
     -----------
     occur pursuant to the Supplement for such Series.

          "Pay Out Event" shall mean either a Trust Pay Out Event or a Series
           -------------
     Pay Out Event.

          "Permitted Investments" shall mean (a) negotiable instruments or
           ---------------------
     securities represented by instruments in bearer or registered form which
     evidence (i) obligations of or guaranteed by the United States of America,
     (ii) time deposits in, certificates of deposit of, or bankers' acceptances
     issued by, any depositary institution or trust company (other than Seller
     or an Affiliate of Seller) incorporated under the laws of the United States
     of America or any state thereof and subject to supervision and examination
     by federal or state banking or depositary institution authorities,
     provided, however, that at the time of the Trust's investment or
     --------  -------
     contractual commitment to invest therein, the certificates of deposit or
     short-term deposits, if any, or long-term unsecured debt obligations (other
     than such obligation whose rating is based on collateral or on the credit
     of a Person other than such institution or trust company) of such
     depositary institution or trust company shall have a credit rating from
     Moody's and Standard & Poor's of P-1 and A-1+, respectively, in the case of
     the certificates of deposit or short-term deposits, or a rating from
     Moody's of Aaa and from Standard & Poor's of AAA in the case of the
     long-term unsecured debt obligations, or such time deposits are fully
     insured by the FDIC, (iii) certificates of deposit (other than those of
     Seller or an Affiliate of Seller) having, at the time of the Trust's
     investment or contractual commitment to invest therein, a rating from
     Moody's and Standard & Poor's of P-1 and A-1+, respectively, and (iv)
     investments in money market funds rated in the highest investment category
     or otherwise approved in writing by Moody's and Standard & Poor's; (b)
     demand deposits in the name of the Trust or the Trustee in any depositary
     institution or trust company referred to in (a) (ii) above; and (c)
     securities not represented by an instrument, which are registered in the
     name of the Trustee upon books maintained for that purpose by or on behalf
     of the issuer thereof and identified on books maintained for that purpose
     by the Trustee as held for the benefit of the Trust or the
     Certificateholders, and consisting of shares of an open end diversified
     investment company which is registered under the Investment Company Act of
     1940, as amended, and which (i) invests its assets exclusively in
     obligations of or guaranteed by the United States of America or any
     instrumentality or agency thereof having in each instance a final maturity
     date of less than one year from their date of purchase or other Permitted
     Investments, (ii) seeks to maintain a constant net asset value per share
     and (iii) has aggregate net assets of not less than $100,000,000 on the
     date of

                                       15

<PAGE>

     purchase of such shares, and which satisfies the Rating Agency Condition;
     provided, however, that only those investments described above which are
     --------  -------
     permitted to be made by a national banking association shall be deemed to
     be "Permitted Investments" hereunder.

          "Permitted Transaction" shall mean any transaction or series of
           ---------------------
     related transactions pursuant to which the Seller finances an interest in
     the Trust Assets and (i) as to which the Rating Agency Condition is
     satisfied and (ii) which in the reasonable judgment of the Seller as
     evidenced by an Officer's Certificate, will not have a material adverse
     effect on the interests of the Investor Certificateholders.

          "Person" shall mean any legal person, including any individual,
           ------
     corporation, partnership, joint venture, association, joint-stock company,
     trust, unincorporated organization, governmental entity or other entity of
     similar nature.

          "Pool Factor" with respect to any Series issued in only one Class, as
           -----------
     of any Record Date, shall mean a number rounded to seven decimals
     representing the ratio of the Investor Amount of such Series as of such
     Record Date (determined after taking into account any reduction in such
     Investor Amount which will occur on the following Distribution Date) to the
     Initial Investor Amount of such Series, and with respect to any Series
     issued in more than one Class, shall have the meaning stated in the related
     Series Supplement.

          "Portfolio Yield" shall have, with respect to any Series, the meaning
           ---------------
     specified in the related Supplement.

          "Principal Accounts" shall have the meaning specified in subsection
           ------------------                                      ----------
     4.2(b).
     ------

          "Principal Collections" shall mean, for any period, all Collections
           ---------------------
     during such period other than Finance Charge Collections.

          "Principal Receivable" shall mean each Receivable other than Finance
           --------------------
     Charge Receivables and Receivables in Defaulted Accounts. A Principal
     Receivable shall be deemed to have been created at the end of the day on
     the Date of Processing of such Receivable. In calculating the aggregate
     amount of Principal Receivables on any day, the amount of Principal
     Receivables shall be reduced by the aggregate amount of credit balances in
     the Accounts on such day. Any Principal Receivables which Seller is unable
     to transfer as provided in subsection 2.5(c) shall not be included in
                                -----------------
     calculating the aggregate amount of Principal Receivables.

          "Principal Sharing Series" shall mean a Series that provides for
           ------------------------
     sharing of Principal Collections in the related Supplement.

                                       16

<PAGE>

          "Principal Shortfalls" shall mean, with respect to a Distribution
           --------------------
     Date, the aggregate amount for all outstanding Principal Sharing Series
     which the related Supplements specify are "Principal Shortfalls" for such
     Distribution Date.

          "Principal Terms" shall have the meaning, with respect to any Series
           ---------------
     issued pursuant to an Exchange, specified in subsection 6.12(c).
                                                  ------------------

          "Qualified Institution" shall have the meaning specified in subsection
           ---------------------                                      ----------
     4.2(a).
     ------

          "Quarterly Account Additions" shall mean on any date of determination,
           ---------------------------
     the number of Accounts the Receivables of which have been added to the
     Trust pursuant to subsection 2.6(a), (b) or (e) during the current calendar
                       -----------------  ---    ---
     quarter.

          "Quarterly Quotient" shall have the meaning specified in subsection
           ------------------                                      ----------
     2.6(c)(ii).
     ----------

          "Rapid Amortization Period" for any Series shall have the meaning
           -------------------------
     specified in the Supplement for such Series.

          "Rating Agency" shall mean, with respect to each Series, the rating
           -------------
     agency or agencies, if any, that initially rated the Investor Certificates
     of such Series, as specified in the related Supplement.

          "Rating Agency Condition" shall mean, with respect to any Series and
           -----------------------
     any action or series of related actions or proposed transactions affecting
     such Series, that each of the Rating Agencies shall have notified the
     Servicer in writing that such action or series of related actions or the
     consummation of such proposed transaction or series of related transactions
     will not result in a reduction or withdrawal of such Rating Agency's rating
     of any Class of Certificates included in such Series.

          "Receivable" shall mean any amount owing by an Obligor under an
           ----------
     Account (including amounts in Defaulted Accounts) from time to time,
     including, without limitation, amounts owing for the purchase of goods and
     services, Finance Charges, Cash Advance Fees, Cardholder Fees, Special
     Fees, and premiums for Credit Insurance, if any.

          "Receivables Purchase Agreement" shall mean the Receivables Purchase
           ------------------------------
     Agreement, dated as of December 31, 2001, between Seller and FCNB, as
     amended from time to time.

          "Record Date" shall mean with respect to any Distribution Date the
           -----------
     last Business Day of the preceding Monthly Period.

                                       17

<PAGE>

          "Recoveries" shall mean all amounts received, including Insurance
           ----------
     Proceeds and net proceeds from the liquidation of certificates of deposit
     or bank accounts, by the Servicer with respect to Receivables which have
     previously been charged off as uncollectible, after deducting, in the case
     of each such amount received, a percentage of such amount which in the good
     faith judgment of the Servicer represents the amount of out-of-pocket costs
     incurred by the Servicer during the preceding fiscal year (or other, more
     recent period deemed appropriate by the Servicer) as a percentage of
     collections during such period in respect of charged off receivables in all
     credit card accounts (including the Accounts) serviced by the Servicer.

          "Removal Date" shall have the meaning specified in Section 2.7.
           ------------                                      -----------

          "Removal Notice Date" shall mean the fifth Business Day prior to a
           -------------------
     Removal Date.

          "Removed Accounts" shall have the meaning specified in Section 2.7.
           ----------------                                      -----------

          "Requirements of Law" for any Person shall mean the certificate of
           -------------------
     incorporation or articles of association and by-laws or other
     organizational or governing documents of such Person, and any law, treaty,
     rule or regulation, or order or determination of an arbitrator or
     Governmental Authority, in each case applicable to or binding upon such
     Person or to which such Person is subject, whether Federal, state or local
     (including, without limitation, usury laws, the Federal Truth in Lending
     Act and Regulation Z and Regulation B of the Board of Governors of the
     Federal Reserve System).

          "Responsible Officer" shall mean the Chairman or any Vice Chairman of
           -------------------
     the Board of Directors or Trustees of the Trustee, the Chairman or Vice
     Chairman of the Executive or Standing Committee of the Board of Directors
     or Trustees of the Trustee, the President, any Executive Vice President,
     Senior Vice President, Vice President, any Assistant Vice President, the
     Secretary, any Assistant Secretary , the Treasurer, any Assistant
     Treasurer, the Cashier, any Assistant or Deputy Cashier, any Trust Officer
     or Assistant Trust Officer, the Controller and any Assistant Controller or
     any other officer of the Trustee customarily performing functions similar
     to those performed by any of the above-designated officers and also, with
     respect to a particular matter, any other officer to whom such matter is
     referred because of such officer's knowledge of and familiarity with the
     particular subject. The term "Responsible Officer," when used herein with
     respect to any Person other than the Trustee, means an officer or employee
     of such Person corresponding to any officer or employee described in the
     preceding sentence.

          "Retransfer Agreement" shall have the meaning specified in subsection
           --------------------                                      ----------
     2.7(b)(ii).
     ----------

                                       18

<PAGE>

          "Revolving Period" shall have, with respect to any Series, the meaning
           ----------------
     specified in the related Supplement.

          "RPA Closing Date" shall mean December 31, 2001.
           ----------------

          "Seller" shall mean (i) before the RPA Closing Date, FCNB, and (ii) on
           ------
     and after the RPA Closing Date, First Consumers Credit Corporation, a
     Delaware corporation.

          "Seller Amount" shall mean, on any date of determination, the
           -------------
     Aggregate Principal Balance at the end of the day immediately prior to such
     date of determination, minus the Aggregate Investor Amount at the end of
     such day.

          "Seller Exchange" shall have the meaning specified in subsection
           ---------------                                      ----------
     6.12(b).
     -------

          "Seller Interest" shall mean the interest of the Seller in the Trust,
           ---------------
     which shall be in an amount from time to time equal to the Seller Amount.

          "Seller Percentage" shall mean, on any date of determination, when
           -----------------
     used with respect to Principal Collections, Finance Charge Collections and
     Receivables in Defaulted Accounts, the percentage equivalent of a fraction
     equal to 1.0, minus the fraction calculated on such date with respect to
                   -----
     such categories of Receivables in accordance with the definition of
     Aggregate Investor Percentage; provided, however, that the Seller
                                    --------  -------
     Percentage shall never be less than zero.

          "Series" shall mean any series of Investor Certificates, which may
           ------
     include within any such Series a Class or Classes of Investor Certificates
     subordinate to another such Class or Classes of Investor Certificates.

          "Series Account" shall mean, with respect to any Series, each of the
           --------------
     accounts established and designated as such pursuant to the related
     Supplement.

          "Series Finance Charge Account" shall mean, with respect to any
           -----------------------------
     Series, the account established and maintained by the Trustee pursuant to
     subsection 4.2(b) with respect to such Series.
     -----------------

          "Series Pay Out Event" shall have, with respect to any Series, the
           --------------------
     meaning specified in the related Supplement.

          "Series Principal Account" shall mean, with respect to any Series, the
           ------------------------
     account established and maintained by the Trustee pursuant to subsection
                                                                   ----------
     4.2(b) with respect to such Series.
     ------

                                       19

<PAGE>

          "Series Servicing Fee Percentage" shall mean, with respect to any
           -------------------------------
     Series, the amount specified as such in the related Supplement.

          "Series Share" shall have the meaning specified in subsection 4.3(i).
           ------------                                      -----------------

          "Series Termination Date" shall mean, with respect to any Series, the
           -----------------------
     date, if any, specified as such in the related Supplement.

          "Servicer" shall mean initially FCNB and its permitted successors and
           --------
     assigns, and thereafter any Person appointed as successor as herein
     provided to service the Receivables.

          "Servicer Default" shall have the meaning specified in Section 10.1.
           ----------------                                      ------------

          "Servicing Officer" shall mean any employee of the Servicer involved
           -----------------
     in, or responsible for, the administration and servicing of the Receivables
     whose name appears on a list of servicing officers furnished to the Trustee
     by the Servicer, as such list may from time to time be amended.

          "Shared Finance Charge Collections" shall mean, with respect to any
           ---------------------------------
     period, the aggregate amount of Finance Charge Collections allocable to
     each Series which the related Supplements specify are to be treated as
     "Shared Finance Charge Collections" for such period.

          "Shared Principal Collections" shall mean, with respect to a
           ----------------------------
     Distribution Date, the aggregate amount of Principal Collections for all
     outstanding Series which the related Supplements specify are to be treated
     as "Shared Principal Collections" for such Distribution Date.

          "Shortfall Amount" shall mean, on any date of determination, the
           ----------------
     amount, if any, by which the Minimum Aggregate Principal Balance exceeds
     the Aggregate Principal Balance.

          "Special Fees" shall mean Receivables consisting of fees which are not
           ------------
     now but may from time to time be assessed on the Accounts.

          "Standard & Poor's" shall mean Standard & Poor's Corporation.
           -----------------

          "Successor Servicer" shall have the meaning specified in Section 10.2.
           ------------------                                      ------------

          "Supplement" shall mean, with respect to any Series, a supplement to
           ----------
     this Agreement complying with the terms of Section 6.12, executed in
                                                ------------
     conjunction with the issuance of any Series (or, in the case of the
     issuance of Certificates on the Initial

                                       20

<PAGE>

     Closing Date, the supplement executed in connection with the issuance of
     such Certificates).

          "Termination Notice" shall have the meaning specified in Section 10.1.
           ------------------                                      ------------

          "Transfer Agent and Registrar" shall have the meaning specified in
           ----------------------------
     Section 6.3 and shall initially be the Trustee's Corporate Trust Office.
     -----------

          "Transfer Agreement" shall have the meaning specified in subsection
           ------------------                                      ----------
     2.6(d)(iii).
     -----------

          "Transfer Date" shall mean the Business Day immediately preceding each
           -------------
     Distribution Date.

          "Trust" shall mean the trust created by this Agreement and known as
           -----
     the "First Consumers Master Trust", the corpus of which shall consist of
     the Receivables now existing or hereafter transferred thereto in accordance
     herewith and all monies due or to become due with respect thereto, all
     proceeds (as defined in Section 9-102 of the UCC as in effect in the
     applicable jurisdiction) of the Receivables and Recoveries and Insurance
     Proceeds relating thereto and such funds and investments as from time to
     time are deposited or held in the Collection Account, the Collection, the
     Finance Charge Accounts, the Principal Accounts, the Distribution Account,
     the Excess Funding Account and any other Series Account, and the rights to
     any Enhancement with respect to any Series.

          "Trust Assets" shall have the meaning specified in Section 2.1.
           ------------

          "Trust Pay Out Event" shall have, with respect to each Series, the
           -------------------
     meaning specified in Section 9.1.
                          -----------

          "Trust Termination Date" shall have the meaning specified in
           ----------------------
     subsection 12.1(a).
     ------------------

          "Trustee" shall mean the institution executing this Agreement as
           -------
     Trustee, or its successor in interest, or any successor trustee appointed
     as herein provided.

          "UCC" shall mean the Uniform Commercial Code, as amended from time to
           ---
     time, as in effect in any specified jurisdiction.

          "Undivided Interest" shall mean the undivided interest in the Trust
           ------------------
     evidenced by a Certificate.

                                       21

<PAGE>

          Section 1.2 Other Definitional Provisions.
                      ------------------------------

          (a) All terms defined in this Agreement or in any Supplement shall
     have the defined meanings when used in any certificate or other document
     made or delivered pursuant hereto or thereto unless otherwise defined
     therein.

          (b) As used in this Agreement or in any Supplement and in any
     certificate or other document made or delivered pursuant hereto or thereto,
     accounting terms not defined in Section 1.1, and accounting terms partially
                                     -----------
     defined in Section 1.1 to the extent not defined, shall have the respective
                -----------
     meanings given to them under generally accepted accounting principles or
     regulatory accounting principles, as applicable. To the extent that the
     definitions of accounting terms herein are inconsistent with the meaning of
     such terms under generally accepted accounting principles or regulatory
     accounting principles, the definitions contained herein shall control.

          (c) The agreements, representations and warranties of FCNB in this
     Agreement and in any Supplement in its capacity as Servicer shall be deemed
     to be the agreements, representations and warranties of FCNB solely in such
     capacity for so long as it acts in each such capacity under this Agreement.

          (d) The words "hereof", "herein" and "hereunder" and words of similar
     import when used in this Agreement or any Supplement shall refer to this
     Agreement or any Supplement as a whole and not to any particular provision
     of this Agreement or any Supplement; and Section, subsection, Schedule and
     Exhibit references contained in this Agreement or any Supplement are
     references to Sections, subsections, Schedules and Exhibits in or to this
     Agreement or any Supplement unless otherwise specified.

          (e) Any reference herein to any particular Rating Agency shall only be
     effective for so long as a Series of Certificates rated by such Rating
     Agency at FCNB's request is outstanding.

          Section 1.3 Monthly Allocation of Finance Charge Receivables. The
                      ------------------------------------------------
     amount of Finance Charge Receivables in all Accounts shall be determined as
     follows:

               (i) At the close of business on each Cycle Billing Date for any
          Cycle of which any Accounts are included in the Trust, the amount of
          Finance Charge Receivables of all Accounts in such Cycle shall be
          equal to (A) the amount of Finance Charges charged to all Accounts in
          such Cycle on such date, plus (B) the Carry-Over Finance Charge Amount
                                   ----
          for such Cycle.

                                       22

<PAGE>

               (ii) For each Monthly Period, the amount of Collections allocated
          to Finance Charge Receivables for all Accounts in such Cycle shall be
          an amount equal to the amount of Finance Charges actually assessed on
          all Accounts, in accordance with the Charge Account Guidelines, on the
          Cycle Billing Date for such Cycle in the immediately preceding Monthly
          Period.

               (iii) If, at the close of business on the last Business Day of
          any Monthly Period, the amount of Collections allocated to Finance
          Charge Receivables for all Accounts in such Cycle during such Monthly
          Period is less than the amount of Finance Charge Receivables for all
          Accounts in such Cycle on the Cycle Billing Date for such Cycle next
          preceding such Monthly Period, then such deficit shall be the
          "Carry-Over Finance Charge Amount" for such Cycle and shall be added
          to the amount of Finance Charges assessed on such Billing Cycle Date
          pursuant to clause (i)(B) above. The Carry-Over Finance Charge Amount
                      -------------
          with respect to any Accounts shall be zero as of the Cycle Billing
          Date next preceding (A) the Closing Date, in the case of Accounts
          which are not Additional Accounts and (B) the applicable Addition
          Date, in the case of Additional Accounts.

          Notwithstanding the foregoing, the Servicer may adopt a different
     method of determining the amount of Finance Charge Receivables which in the
     good faith judgment of the Servicer is designed to more accurately reflect
     the portions of Receivables and Collections constituting Finance Charge
     Receivables.

                                   ARTICLE II

                TRANSFER OF RECEIVABLES; ISSUANCE OF CERTIFICATES

          Section 2.1 Transfer of Receivables. Seller does hereby transfer,
                      -----------------------
     assign and set-over to the Trust for the benefit of the Certificateholders,
     without recourse, all right, title and interest of Seller in, to and under
     the Receivables now existing and hereafter created and arising in
     connection with the Accounts, all monies due or to become due with respect
     thereto (including all Finance Charge Receivables), all Recoveries,
     Collections and other proceeds thereof and Insurance Proceeds relating
     thereto, the rights to receive certain amounts paid or payable as
     Interchange (if and to the extent provided for in any Supplement), all
     rights to security for any Receivables (including without limitation rights
     to bank accounts or certificates of deposit pledged as collateral), the
     right to any Enhancement with respect to any Series, Transferred Assets
     acquired by Seller under the Receivables Purchase Agreement, rights
     described in clause (a)(ii) of the definition of "Existing Assets" in the
                  --------------
     Receivables Purchase Agreement, rights under the Receivables Purchase
     Agreement relating to assets that have been transferred or contributed
     under the Receivables Purchase Agreement (other than the right to acquire
     such assets under

                                       23

<PAGE>

     Sections 2.1(a) and 2.1(b) thereof) and all proceeds and products of all of
     ---------------     ------
     the foregoing (collectively, the "Trust Assets").
                                       ------------

          In connection with such transfer, Seller agrees to record and file, at
     its own expense, financing statements with respect to the Trust Assets,
     including the Receivables now existing and hereafter created for the
     transfer of accounts (as defined in Section 9-102 of the UCC as in effect
     in the applicable jurisdiction) meeting the requirements of applicable
     state law in such manner and in such jurisdictions as are necessary to
     perfect the transfer of the Trust Assets from Seller to the Trust, and to
     deliver file-stamped copies of such financing statements or other evidence
     of such filings (which may, for purposes of this Section 2.1, consist of
                                                      -----------
     telephone confirmations of such filings) to the Trustee on or prior to the
     date of initial issuance of the Certificates.

          In connection with such transfer, Seller further agrees, at its own
     expense, on or prior to the Initial Closing Date (i) to indicate in its
     books and records, including the computer files of the Receivables, that
     Receivables created in connection with the Accounts have been transferred
     to the Trust pursuant to this Agreement for the benefit of the
     Certificateholders and (ii) to deliver to the Trustee a computer file or
     microfiche list containing a true and complete list of all such Accounts,
     identified by account number and by the Receivables balance and Principal
     Receivables balance as of the Cut Off Date. Such file or list shall be
     marked as Schedule 1 to this Agreement, delivered to the Trustee as
               ----------
     confidential and proprietary, and is hereby incorporated into and made a
     part of this Agreement.

          The parties intend that, in the event this Agreement shall not be
     effective to transfer, assign and set over to the Trustee the Trust Assets,
     Seller shall be deemed hereunder to have granted to the Trustee a first
     perfected security interest in all of the property described in the first
     paragraph of this Section 2.1, and that this Agreement shall constitute a
                       -----------
     security agreement under applicable law.

          Seller and Servicer acknowledge that all instruments (including
     certificates of deposit) and bank accounts the security interest in which
     has been transferred to the Trust hereby and which are maintained with
     Servicer or of which Servicer has possession, shall be so maintained and
     held by Servicer on behalf and for the benefit of the Trust, in accordance
     with the terms of this Agreement.

          Additionally, for purposes of perfecting the Trustee's security
     interest in bank accounts pledged to Seller, which security interest Seller
     has transferred to the Trustee hereunder, this Agreement constitutes and
     shall be deemed (i) notice to Seller and Servicer by the Trustee of the
     Trustee's security interest in such bank accounts, and (ii) Seller and
     Servicer's acknowledgment of and consent to the Trustee's notice and the
     Trustee's security interest in such bank accounts.

                                       24

<PAGE>

          By executing this Agreement and the Receivables Purchase Agreement,
     the parties hereto and thereto do not intend to cancel, release or in any
     way impair the conveyance made by FCNB, in its capacity as "Seller" under
     the Existing Pooling Agreement. Without limiting the foregoing, the parties
     hereto acknowledge and agree as follows:

          (i) Any transfer, assignment or other conveyance by FCNB to the Seller
     of assets under the Receivables Purchase Agreement shall be subject to any
     rights in such assets granted by FCNB, as "Seller" under the Existing
     Pooling Agreement, to the Trustee pursuant to the Existing Pooling
     Agreement.

          (ii) The trust created by and maintained under the Existing Pooling
     Agreement shall continue to exist and be maintained under this Agreement.

          (iii) All series of investor certificates issued under the Existing
     Pooling Agreement shall constitute Series issued and outstanding under this
     Agreement, and any supplement executed in connection with such series shall
     constitute a Supplement executed hereunder.

          (iv) All references to the Existing Pooling Agreement in any other
     instruments or documents shall be deemed to constitute references to this
     Agreement. All references in such instruments or documents to FCNB in its
     capacity as the "Seller" of receivables and related assets under the
     Existing Pooling Agreement shall be deemed to include reference to the
     Seller in such capacity hereunder.

          (v) The Seller hereby assumes and agrees to perform all obligations of
     FCNB, in its capacity as "Seller" (but not as "Servicer"), under or in
     connection with the Existing Pooling Agreement (as amended and restated by
     this Agreement) and any supplements to the Existing Pooling Agreement,
     specifically including obligations under Section 2.4(d) and Section 2.4(e).
                                              --------------     --------------
     For the avoidance of doubt, FCNB shall continue to be liable for all
     representations, warranties and covenants made by it as "Seller" under the
     Existing Pooling Agreement.

          (vi) To the extent this Agreement requires that certain actions are to
     be taken as of the RPA Closing Date, FCNB's execution of such action under
     the Existing Pooling Agreement shall constitute satisfaction of such
     requirement.

          Section 2.2 Acceptance by Trustee.
                      ---------------------

          (a) The Trustee hereby acknowledges its acceptance, on behalf of the
     Trust, of all the property described in the first paragraph of Section 2.1,
                                                                    -----------
     and declares that it shall maintain such right, title and interest, upon
     the trust herein set forth, for the benefit of all Certificateholders. The
     Trustee further acknowledges that, prior to

                                       25

<PAGE>

     or contemporaneously with the execution and delivery of this Agreement,
     Seller delivered to the Trustee the computer file or microfiche list
     described in the third paragraph of Section 2.1.
                                         ------------

          (b) The Trustee hereby agrees not to disclose to any Person any of the
     account numbers or other information contained in the computer files or
     microfiche lists delivered to the Trustee by Seller pursuant to Sections
                                                                     --------
     2.1 and 2.6, except as is required in connection with the performance of
     ---     ---
     its duties hereunder or in enforcing the rights of the Certificateholders,
     or to a Successor Servicer appointed pursuant to Section 10.2. The Trustee
                                                      ------------
     agrees to take such measures as shall be reasonably requested by Seller to
     protect and maintain the security and confidentiality of such information,
     and, in connection therewith, shall allow Seller to inspect the Trustee's
     security and confidentiality arrangements from time to time during normal
     business hours. The Trustee shall provide Seller with written notice five
     days prior to any disclosure pursuant to this subsection 2.2(b).
                                                   -----------------

          (c) The Trustee shall have no power to create, assume or incur
     indebtedness or other liabilities in the name of the Trust other than as
     contemplated in this Agreement.

          Section 2.3 Representations and Warranties of Seller Relating to
                      ----------------------------------------------------
     Seller. Seller hereby represents and warrants as of the Initial Closing
     ------
     Date that:

          (a) Organization and Good Standing. Seller is a corporation duly
              ------------------------------
     organized and validly existing in good standing under the laws of the State
     of Delaware, and has full corporate power, authority and legal right to own
     its property and conduct its business as such property is presently owned
     and such business is presently conducted, and to execute, deliver and
     perform its obligations under this Agreement and the Receivables Purchase
     Agreement and to execute and deliver to the Trustee each Series of
     Certificates issued hereunder.

          (b) Due Qualification. The Seller is not required to qualify to do
              -----------------
     business as a foreign corporation in any state or to obtain any licenses or
     approvals in any jurisdiction in order to conduct its business.

          (c) Due Authorization. The execution and delivery of this Agreement
              -----------------
     and the Receivables Purchase Agreement and the consummation of the
     transactions provided for herein and therein have been duly authorized by
     Seller by all necessary corporate action on the part of Seller.

          (d) No Conflict. The execution and delivery of this Agreement and the
              -----------
     Receivables Purchase Agreement, the performance of the transactions
     contemplated hereby and thereby and the fulfillment of the terms hereof and
     thereof will not conflict with, result in any breach of any of the terms
     and provisions of, or constitute

                                       26

<PAGE>

     (with or without notice or lapse of time or both) a default under, any
     indenture, contract, agreement, mortgage, deed of trust, or other
     instrument to which Seller is a party or by which it or any of its property
     is bound.

          (e) No Violation. The execution and delivery of this Agreement and the
              ------------
     Receivables Purchase Agreement, the performance of the transactions
     contemplated hereby and thereby and the fulfillment of the terms hereof and
     thereof will not conflict with or violate any Requirements of Law
     applicable to Seller.

          (f) No Proceedings. There are no proceedings or investigations pending
              --------------
     or, to the best knowledge of Seller, threatened against Seller, before any
     court, regulatory body, administrative agency, or other tribunal or
     governmental instrumentality (i) asserting the invalidity of this
     Agreement, the Receivables Purchase Agreement or the Certificates, (ii)
     seeking to prevent the issuance of the Certificates or the consummation of
     any of the transactions contemplated by this Agreement, the Receivables
     Purchase Agreement or the Certificates, (iii) seeking any determination or
     ruling that, in the reasonable judgment of the Seller, would materially and
     adversely affect the performance by the Seller of its obligations under
     this Agreement or the Receivables Purchase Agreement, (iv) seeking any
     determination or ruling that would materially and adversely affect the
     validity or enforceability of this Agreement, the Receivables Purchase
     Agreement or the Certificates or (v) seeking to impose income taxes on the
     Trust (other than as a wholly-owned subsidiary of the Seller).

          (g) Eligibility of Accounts. As of the Cut Off Date, each Account was
              -----------------------
     an Eligible Account.

          (h) All Consents Required. All approvals, authorizations, consents,
              ---------------------
     orders or other actions of any Person or of any governmental body or
     official required in connection with the execution and delivery of this
     Agreement, and the Certificates, the performance of the transactions
     contemplated by this Agreement, and the fulfillment of or terms hereof,
     have been obtained.

          (i) Bulk Sales. The execution, delivery and performance of this
              ----------
     Agreement do not require compliance with any "bulk sales" law by Seller.

          (j) Solvency. The transactions under this Agreement do not and will
              --------
     not render Seller insolvent, nor have such transactions been entered into
     in contemplation of the Seller's insolvency.

          (k) Selection Procedures. No selection procedures believed by Seller
              --------------------
     to be materially adverse to the interests of the Trust or the
     Certificateholders were utilized by FCNB in selecting the Accounts.

                                       27

<PAGE>

     The representations and warranties set forth in this Section 2.3 shall
                                                          -----------
     survive the transfer of the respective Receivables to the Trust and
     termination of the rights and obligations of the Servicer pursuant to
     Section 10.1. Upon discovery by Seller, the Servicer or the Trustee of a
     ------------
     breach of any of the foregoing representations and warranties, the party
     discovering such breach shall give prompt written notice to the others and
     any Enhancement Provider. For the purposes of the representations and
     warranties contained in this Section 2.3 and made by Seller on the Initial
                                  -----------
     Closing Date, "Certificates" shall mean the Certificates issued on the
     Initial Closing Date. The Seller hereby represents and warrants, with
     respect to any Series, as of its Closing Date, unless otherwise stated in
     the related Supplement, that the representations and warranties of the
     Seller set forth in this Section 2.3 will be true and correct as of such
                              -----------
     date (for the purposes of such representations and warranties,
     "Certificates" shall mean the Certificates issued on the related Closing
     Date).

          Section 2.4 Representations and Warranties of Seller Relating to the
                      --------------------------------------------------------
     Agreement and the Receivables.
     -----------------------------

          (a) Binding Obligation; Valid Transfer and Security Interest. Seller
              --------------------------------------------------------
     hereby represents and warrants as of each date the representations are made
     or deemed made in Sections 4.1(e), (j) and (k) of the Receivables Purchase
                       ---------------  ---     ---
     Agreement that such representations are true and correct. Seller hereby
     represents and warrants to the Trust that, as of the Initial Closing Date
     and the RPA Closing Date and, with respect to any Series issued after the
     Initial Closing Date, unless otherwise stated in the related Supplement, as
     of the Closing Date for such Series:

               (i) This Agreement constitutes a legal, valid and binding
          obligation of Seller, enforceable against Seller in accordance with
          its terms, except as such enforceability may be limited by Debtor
          Relief Laws and except as such enforceability may be limited by
          general principles of equity (whether considered in a suit at law or
          in equity).

               (ii) The representations and warranties set out in Schedule 2 are
                                                                  ----------
          true and correct. Without limiting the generality of the foregoing,
          this Agreement constitutes either (A) a valid transfer to the Trust of
          all right, title and interest of Seller in, to and under the property
          described in the first paragraph of Section 2.1, and such property
                                              -----------
          will be held by the Trust free and clear of any Lien of any Person
          claiming through or under Seller or its Affiliates, except for (x)
          Liens permitted under subsection 2.5(b), (y) the Seller Interest and
                                -----------------
          (z) Seller's right to receive interest accruing on, and investment
          earnings in respect of, the Finance Charge Accounts, the Principal
          Accounts and any other Investor Accounts as provided in this Agreement
          and any Supplement or (B) a grant of a security interest (as defined
          in the UCC as in effect in the applicable jurisdiction) in such
          property to the Trust, which is enforceable with respect to existing
          Receivables in the Accounts, all

                                       28

<PAGE>

          monies due or to become due with respect thereto, the Collections,
          Recoveries and other proceeds thereof, and Insurance Proceeds relating
          thereto upon execution and delivery of this Agreement, and which will
          be enforceable with respect to such Receivables hereafter arising in
          the Accounts, all monies due or to become due with respect thereto,
          the Collections, Recoveries and other proceeds thereof and Insurance
          Proceeds relating thereto, at the time such Receivables arise. If this
          Agreement constitutes the grant of a security interest to the Trust in
          such property, upon the filing of the financing statement described in
          Section 2.1 and in the case of the Receivables hereafter arising in
          -----------
          the Accounts and proceeds thereof and Insurance Proceeds relating to
          such Receivables, as the same arise, the Trust shall have a first
          priority perfected security interest in such property, except for
          Liens permitted under subsection 2.5(b). Neither Seller nor any Person
                                -----------------
          claiming through or under Seller shall have any claim to or interest
          in the Principal Accounts, the Finance Charge Accounts or the
          Distribution Accounts or any other Investor Accounts, except for
          Seller's right to receive interest accruing on, and investment
          earnings in respect of, the Finance Charge Accounts, Principal
          Accounts and any other Investor Accounts as provided in this Agreement
          and any Supplement, Seller's right to receive payments from the
          Finance Charge Accounts and Principal Accounts in accordance with the
          provisions of Article IV, and, if this Agreement constitutes the grant
                        ----------
          of a security interest in such property, except for the interest of
          Seller in such property as a debtor for purposes of the UCC as in
          effect in the applicable jurisdiction.

          (b) Eligibility of Receivables. Seller hereby represents and warrants
              --------------------------
     as of each date the representations are made or deemed made in Section
                                                                    -------
     4.1(l) of the Receivables Purchase Agreement (other than the first sentence
     ------
     thereof) that such representations are true and correct. Seller hereby
     represents and warrants to the Trust as of the Initial Closing Date that
     (i) each Receivable then existing is an Eligible Receivable, (ii) each
     Receivable then existing has been transferred to the Trust free and clear
     of any Lien of any Person (other than Liens permitted under subsection
                                                                 ----------
     2.5(b), the Seller Interest and Seller's right to receive interest accruing
     ------
     on, and investment earnings in respect of, the Finance Charge Accounts, the
     Principal Accounts, the Excess Funding Account and any other Investor
     Accounts as provided in this Agreement and any Supplement) and in
     compliance, in all material respects, with all Requirements of Law
     applicable to Seller and (iii) with respect to each Receivable then
     existing, all consents, licenses, approvals or authorizations of or
     registrations or declarations with any Governmental Authority required to
     be obtained, effected or given by Seller in connection with the transfer of
     such Receivable to the Trust have been duly obtained, effected or given and
     are in full force and effect. On each day on which any new Receivable is
     transferred by Seller to the Trust, Seller shall be deemed to represent and
     warrant to the Trust that (i) each Receivable transferred on such day is an
     Eligible Receivable, (ii) each Receivable

                                       29

<PAGE>

     transferred on such day has been transferred to the Trust free and clear of
     any Lien of any Person (other than Liens permitted under subsection 2.5(b),
                                                              -----------------
     the Seller Interest and Seller's right to receive interest accruing on, and
     investment earnings in respect of, the Finance Charge Accounts, the
     Principal Accounts and the other Investor Accounts, as provided in this
     Agreement and any Supplement) and in compliance, in all material respects,
     with all Requirements of Law applicable to Seller, (iii) with respect to
     each such Receivable, all consents, licenses, approvals or authorizations
     of or registrations or declarations with any Governmental Authority
     required to be obtained, effected or given by Seller or FCNB in connection
     with the transfer of such Receivable to the Trust have been duly obtained,
     effected or given and are in full force and effect and (iv) the
     representations and warranties set forth in subsection 2.4(a) are true and
                                                 -----------------
     correct with respect to each Receivable transferred on such day as if made
     on such day.

          (c) Notice of Breach. The representations and warranties set forth in
              ----------------
     this Section 2.4 shall survive the transfer of the respective Receivables
          -----------
     to the Trust and termination of the rights and obligations of the Servicer
     pursuant to Section 10.1. Upon discovery by Seller, the Servicer or the
                 ------------
     Trustee of a breach of any of the foregoing representations and warranties,
     the party discovering such breach shall give prompt written notice to the
     others and any Enhancement Provider.

          (d) Transfer of Ineligible Receivables. In the event of a breach of
              ----------------------------------
     any representation and warranty set forth in subsection 2.4(b), upon the
                                                  -----------------
     expiration of 30 days (or with the prior written consent of a Responsible
     Officer of the Trustee, such longer period, not to exceed 60 days,
     specified in such consent) of the earlier to occur of the discovery of such
     breach by Seller or receipt by Seller of written notice of such breach
     given by the Trustee or Servicer, Seller shall accept a retransfer of each
     Principal Receivable to which such breach relates (an "Ineligible
                                                            ----------
     Receivable") on the terms and conditions set forth below; provided,
     ----------                                                --------
     however, that no such retransfer shall be required to be made with respect
     -------
     to such Ineligible Receivable if, on any day within such 30-day period (or
     such longer period as may be specified in the consent) the representations
     and warranties in subsection 2.4(b) of this Agreement with respect to such
                       -----------------
     Ineligible Receivable shall then be true and correct in all material
     respects with respect to such Ineligible Receivable as if such Ineligible
     Receivable had been transferred to the Seller or the Trust on such day.
     Notwithstanding anything contained in this subsection 2.4(d) to the
                                                -----------------
     contrary, in the event of breach of any representation and warranty set
     forth in subsection 2.4(b), with respect to (x) each Receivable existing as
              -----------------
     of the Closing Date or an Addition Date, as applicable, and (y) each new
     Receivable thereafter arising, having been conveyed to the Seller or the
     Trust free and clear of any Lien of any Person claiming through or under
     Seller and its Affiliates and in compliance in all material respects, with
     all Requirements of Law applicable to FCNB or Seller, immediately upon the
     earliest to occur of the discovery of such breach by Seller or receipt by
     Seller of written notice of such breach given by the Trustee or the
     Servicer, Seller shall

                                       30

<PAGE>

     repurchase and the Trustee shall convey, without recourse, representation
     or warranty, all of the Trustee's right, title and interest in each
     Ineligible Receivable, and the Servicer shall promptly notify Moody's of
     such event. Seller shall accept a retransfer of each such Ineligible
     Receivable and there shall be deducted from the aggregate amount of
     Principal Receivables used to calculate the Seller Amount the face amount
     of each such Ineligible Receivable. On and after the date of such
     retransfer, each Ineligible Receivable so retransferred shall not be
     included in the calculation of the Investor Percentage, the Seller
     Percentage or the Seller Amount. In the event that the exclusion of an
     Ineligible Receivable from the calculation of the Seller Amount would cause
     the Seller Amount to be less than the Minimum Seller Amount, Seller shall
     make a deposit in the Collection Account in immediately available funds in
     an amount equal to the Shortfall Amount to the extent the Seller has
     received such funds from FCNB under the Receivables Purchase Agreement,
     and, if Seller has not received such funds, to the extent Seller has funds
     available for such purpose after amounts payable to Securityholders (as
     defined in the Receivables Purchase Agreement) have been paid in full. The
     amounts so deposited are to be treated for all purposes hereof as
     Collections on such Ineligible Receivables. Such deposit shall be
     considered a prepayment in full of the Ineligible Receivable and shall be
     applied in accordance with Article IV. Upon each retransfer to Seller of
                                ----------
     such Ineligible Receivable, the Trust shall automatically and without
     further action be deemed to transfer, assign and set-over to Seller,
     without recourse, representation or warranty, all the right, title and
     interest of the Trust in, to and under such Ineligible Receivable, all
     monies due or to become due with respect thereto, all proceeds thereof and
     Insurance Proceeds relating thereto. The Trustee shall execute such
     documents and instruments of transfer and take such other actions as shall
     reasonably be requested by Seller to effect the transfer of such Ineligible
     Receivable pursuant to this subsection. The obligation of Seller to accept
     retransfer of any Ineligible Receivable shall constitute the sole remedy
     respecting any breach of the representations and warranties set forth in
     subsection 2.4(b) with respect to such Receivable available to
     -----------------
     Certificateholders or the Trustee on behalf of Certificateholders. Each
     party hereto agrees that the failure by the Seller to make the deposit in
     accordance with this Section 2.4(d) shall not give rise to any claim
                          --------------
     against the Seller.

          (e) Retransfer of Trust Portfolio. In the event of a breach of any of
              -----------------------------
     the representations and warranties set forth in subsection 2.4(a), either
                                                     -----------------
     the Trustee, or the Holders of Investor Certificates evidencing Undivided
     Interests aggregating not less than 25% of the Investor Amount of any
     Series, by notice then given in writing to Seller (and to the Trustee and
     the Servicer, if given by the Investor Certificateholders), may direct
     Seller to accept retransfer of all of the Principal Receivables following
     the period of 45 days after such notice, or within such longer period as
     may be specified in such notice, and Seller shall be obligated to accept
     retransfer of such Receivables on a Distribution Date first occurring after
     such applicable period on the terms and conditions set forth below;
     provided, however,
     --------  -------

                                       31

<PAGE>

     that no such retransfer shall be required to be made if, at any time during
     such applicable period the representations and warranties contained in
     subsection 2.4(a) shall then be true and correct in all material respects.
     -----------------
     Seller shall deposit on the Transfer Date (in next day funds) for the
     related Distribution Date an amount equal to the deposit amount provided in
     the next sentence for such Receivables in the Distribution Account for
     distribution to the Investor Certificateholders pursuant to Section 12.3 to
                                                                 ------------
     the extent the Seller has received such funds from FCNB under the
     Receivables Purchase Agreement, and, if Seller has not received such funds,
     to the extent Seller has funds available for such purpose after amounts
     payable to Securityholders (as defined in the Receivables Purchase
     Agreement) have been paid in full. The deposit amount for such retransfer
     will be equal to (i) the Aggregate Investor Amount at the end of the day on
     the last day of the Monthly Period preceding the Distribution Date on which
     the retransfer is scheduled to be made, less the amount, if any,
     transferred to the Distribution Account on such Transfer Date for
     application to principal payments in respect of Investor Certificates, plus
     (ii) an amount equal to all interest accrued but unpaid on the Investor
     Certificates at the Certificate Rate through such last day, less the amount
     transferred to the Distribution Account from the Finance Charge Account on
     such Transfer Date in respect of Certificate Interest. Payment of the
     deposit amount and all other amounts in the Distribution Account in respect
     of the preceding Monthly Period shall be considered a prepayment in full of
     the Receivables represented by the Investor Certificates. On the
     Distribution Date following the Transfer Date on which such amount has been
     deposited in full into the Distribution Account, the Receivables and all
     monies due or to become due with respect thereto and all proceeds of the
     Receivables and Insurance Proceeds relating thereto shall be transferred to
     Seller, and the Trustee shall execute and deliver such instruments of
     transfer, in each case without recourse, representation or warranty, as
     shall be reasonably requested by Seller to vest in Seller, or its designee
     or assignee, all right, title and interest of the Trust in, to and under
     the Receivables, all monies due or to become due with respect thereto
     (including all Finance Charge Receivables) and all proceeds thereof and
     Insurance Proceeds relating thereto. If the Trustee or the Investor
     Certificateholders give a notice directing Seller to accept a retransfer as
     provided above, the obligation of Seller to accept a retransfer of the
     Receivables pursuant to this subsection 2.4(e) shall constitute the sole
                                  -----------------
     remedy respecting a breach of the representations and warranties contained
     in subsection 2.4(a) available to the Investor Certificateholders or the
        -----------------
     Trustee on behalf of the Investor Certificateholders. Each party hereto
     agrees that the failure by the Seller to make the deposit in accordance
     with this Section 2.4(e) shall not give rise to any claim against the
               --------------
     Seller.

          (f) Seller will not add additional RPA Seller parties to the
     Receivables Purchase Agreement, and not become a party to a new receivables
     purchase agreement, without first satisfying the Rating Agency Condition.

                                       32

<PAGE>

          (g) Seller will be adequately capitalized to engage in the
     transactions contemplated by its Certificate of Incorporation.

          Section 2.5 Covenants of Seller. Seller hereby covenants that:
                      -------------------

          (a) Receivables to be Accounts. Seller will take no action to cause
              --------------------------
     any Receivable to be characterized as anything other than an "account" (as
     defined in the UCC as in effect in the applicable jurisdiction). Each
     Receivable shall be payable pursuant to a contract which does not create a
     Lien on any goods purchased thereunder.

          (b) Security Interests. Except for the transfers hereunder, Seller
              ------------------
     will not sell, pledge, assign or transfer to any other Person, or grant,
     create, incur, assume or suffer to exist any Lien on any Receivable,
     whether now existing or hereafter transferred to the Trust, or any interest
     therein; Seller will immediately notify the Trustee of the existence of any
     Lien on any Receivable; and Seller shall defend the right, title and
     interest of the Trust in, to and under the Receivables, whether now
     existing or hereafter transferred to the Trust, against all claims of third
     parties; provided, however, that nothing in this subsection 2.5(b) shall
              --------  -------                       -----------------
     prevent or be deemed to prohibit Seller from suffering to exist upon any of
     the Receivables any Liens for state, municipal or other local taxes if such
     taxes shall not at the time be due and payable or if Seller shall currently
     be contesting the validity thereof in good faith by appropriate proceedings
     and shall have set aside on its books adequate reserves with respect
     thereto; provided further, however, that nothing in this subsection 2.5(b)
              ----------------  -------                       -----------------
     shall prevent or be deemed to prohibit Seller from granting a participation
     interest in the Seller Interest or the Undivided Interest in the Trust
     evidenced thereby.

          (c) Account Allocations.
              -------------------

               (i) In the event that Seller is unable for any reason to transfer
          Receivables to the Trust in accordance with the provisions of this
          Agreement (including, without limitation, by reason of the occurrence
          of an Insolvency Event) then, in any such event, (A) Seller agrees to
          instruct the Servicer to allocate and pay to the Trust, after the date
          of such inability, payments received in respect of the Accounts giving
          rise to such Receivables first to the total amount of Principal
          Receivables from such Accounts transferred to the Trust; and (B)
          Seller agrees to have such amounts applied as Collections in
          accordance with Article IV. If such event shall occur, it shall be
                          ----------
          deemed a Pay Out Event immediately upon the occurrence thereof. The
          parties hereto agree that Finance Charge Receivables, whenever
          created, with respect to Principal Receivables which have been
          transferred to the Trust shall continue to be a part of the Trust
          notwithstanding any cessation of the transfer of additional Principal
          Receivables to the Trust and Collections with respect thereto shall
          continue to be allocated and paid in accordance with Article IV.
                                                               ----------

                                       33

<PAGE>

               (ii) In the event that pursuant to subsection 2.4(d), Seller
                                                  -----------------
          accepts a retransfer of an Ineligible Receivable as a result of a
          breach of the representations and warranties in subsection 2.4(b)
                                                          -----------------
          relating to such Receivable, then, in any such event, Seller agrees to
          instruct the Servicer to allocate payments received in respect of the
          Account giving rise to such Receivable first to the total amount of
          Principal Receivables of the appropriate Obligor retained in the Trust
          and thereafter to the total amount owing by such Obligor on any
          Ineligible Receivable retransferred to Seller.

          (d) Delivery of Collections. Seller agrees to pay to the Servicer (if
              -----------------------
     the Servicer is not then FCNB) promptly (but in no event later than two
     Business Days after receipt) all Collections received by Seller in respect
     of the Receivables.

          (e) [Reserved.]
               --------

          (f) Finance Charges and Other Fees. Seller agrees that, except as
              ------------------------------
     otherwise required by any Requirement of Law or as is deemed by FCNB to be
     advisable for its MasterCard and VISA program based on a good faith
     assessment by FCNB of the various factors impacting the use of its
     MasterCard and VISA cards, FCNB shall not reduce at any time (x) the
     Finance Charges assessed in respect of any Accounts, or (y) any other fees
     charged on any of the Accounts, if as a result of such reduction, FCNB's
     reasonable expectation of the Portfolio Yield in respect of any Series as
     of such date would be less than the current Base Rate applicable to such
     Series.

          (g) Cardholder Agreements and Cardholder Guidelines. FCNB agrees to
              -----------------------------------------------
     comply with and perform its obligations under the Cardholder Agreements
     relating to the Accounts and the Cardholder Guidelines and all applicable
     regulations of MasterCard and VISA, except insofar as any failure so to
     comply or conform would not materially and adversely affect the rights of
     the Trust or the Certificateholders hereunder or under the Certificates or
     any Supplement. In that regard, except as aforesaid, and so long as such
     changes are made applicable to the entire portfolio of MasterCard and VISA
     accounts owned and serviced by the Servicer which have characteristics the
     same as, or substantially similar to, the Accounts which are subject hereto
     (if any), FCNB shall be free to change the terms and provisions of such
     Cardholder Agreements or the Cardholder Guidelines in any respect.

          (h) Compliance with Law. Seller hereby agrees to comply in all
              -------------------
     material respects with all Requirements of Law applicable to Seller.

          (i) Activities of Seller. Seller shall not engage in any business or
              --------------------
     activity of any kind or enter into any transaction or indenture, mortgage,
     instrument,

                                       34

<PAGE>

     agreement, contract, lease or other undertaking which is not directly
     related to the transactions contemplated and authorized by this Agreement
     or the Receivables Purchase Agreement or which is otherwise a Permitted
     Transaction.

          (j) Indebtedness. Seller shall not create, incur, assume or suffer to
              ------------
     exist any Indebtedness or other liability whatsoever, except (i)
     obligations incurred or owing to the Trust under this Agreement or the
     Receivables Purchase Agreement, (ii) liabilities incident to the
     maintenance of its corporate existence in good standing and the ownership
     of the Receivables, (iii) obligations incident to a Permitted Transaction
     or (iv) obligations to FCNB or Spiegel for payment for Trust Assets
     acquired under the Receivables Purchase Agreement.

          (k) Guarantees. Seller shall not become or remain liable, directly or
              ----------
     contingently, in connection with any Indebtedness or other liability of any
     other Person, whether by guarantee, endorsement (other than endorsements of
     negotiable instruments for deposit or collection in the ordinary course of
     business), agreement to purchase or repurchase, agreement to supply or
     advance funds, or otherwise except incident to a Permitted Transaction.

          (l) Investments. Seller shall not make or suffer to exist any loans or
              -----------
     advances to, or extend any credit to, or make any investments (by way of
     transfer of property, contributions to capital, purchase of stock or
     securities or evidences of indebtedness, acquisition of the business or
     assets, or otherwise) in, any Person except (i) for purchases of
     Receivables pursuant to the Receivables Purchase Agreement, (ii) for
     investments in Permitted Investments in accordance with the terms of this
     Agreement or (iii) pursuant to a Permitted Transaction.

          (m) Stock; Merger; Sales. Seller shall not sell any shares of any
              --------------------
     class of its capital stock to any Person, or enter into any transaction of
     merger or consolidation, or liquidate or dissolve itself (or suffer any
     liquidation or dissolution), or acquire or be acquired by any Person, or
     convey, sell, lease or otherwise dispose of any of its property or
     business, except as provided for in this Agreement.

          (n) Distributions. Seller shall not declare or pay, directly or
              -------------
     indirectly, any dividend or make any other distribution (whether in cash or
     other property) with respect to the profits, assets or capital of Seller or
     any Person's interest therein, or purchase, redeem or otherwise acquire for
     value any of its capital stock now or hereafter outstanding, except that so
     long as no Pay Out Event has occurred and is continuing and no Pay Out
     Event would occur as a result thereof or after giving effect thereto,
     Seller may declare and pay dividends on its capital stock.

          (o) Agreements. Seller shall not become a party to, or permit any of
              ----------
     its properties to be bound by, any indenture, mortgage, instrument,
     contract, agreement, lease or other undertaking, except this Agreement, the
     Receivables Purchase

                                       35

<PAGE>

     Agreement and the Supplements and except incidental to a Permitted
     Transaction or amend or modify the provisions of its certificate of
     Incorporation or issue any power of attorney except to the Trustee or to
     the Servicer.

          (p) Receivables Purchase Agreement. Seller shall not give any consent
              ------------------------------
     to FCNB or exercise any of its rights under the Receivables Purchase
     Agreement unless the Rating Agency Condition is satisfied with respect
     thereto.

          (q) Separate Corporate Existence. Seller shall:
              ----------------------------

               (i) Maintain its own deposit account or accounts, separate from
          those of any Affiliate, with commercial banking institutions. The
          funds of Seller will not be diverted to any other Person or for other
          than corporate uses of Seller, except for dividends allowed under
          Section 2.5(m) or Section 2.5(n).
          --------------    --------------

               (ii) Ensure that, to the extent that it shares the same officers
          or other employees as any of its stockholders or Affiliates, the
          salaries of and the expenses related to providing benefits to such
          officers and other employees shall be fairly allocated among such
          entities, and each such entity shall bear its fair share of the salary
          and benefit costs associated with all such common officers and
          employees.

               (iii) Ensure that, to the extent that it jointly contracts with
          any of its stockholders or Affiliates to do business with vendors or
          service providers or to share overhead expenses, the costs incurred in
          so doing shall be allocated fairly among such entities, and each such
          entity shall bear its fair share of such costs. To the extent that
          Seller contracts or does business with vendors or service providers
          where the goods and services provided are partially for the benefit of
          any other Person, the costs incurred in so doing shall be fairly
          allocated to or among such entities for whose benefit the goods and
          services are provided, and each such entity shall bear its fair share
          of such costs. All material transactions (other than this Agreement
          and the Receivables Purchase Agreement) between Seller and any of its
          Affiliates shall be only on an arm's length basis.

               (iv) Maintain a principal executive and administrative office
          through which its business is conducted separate from those of its
          Affiliates. To the extent that Seller and any of its stockholders or
          Affiliates have offices in the same location, there shall be a fair
          and appropriate allocation of overhead costs among them, and each such
          entity shall bear its fair share of such expenses.

                                       36

<PAGE>

               (v) Conduct its affairs strictly in accordance with its
          Certificate of Incorporation and observe all necessary, appropriate
          and customary corporate formalities, including, but not limited to,
          holding all regular and special stockholders' and directors' meetings
          appropriate to authorize all corporate action, keeping separate and
          accurate minutes of its meetings, passing all resolutions or consents
          necessary to authorize actions taken or to be taken, and maintaining
          accurate and separate books, records and accounts, including, but not
          limited to, payroll and intercompany transaction accounts.

               (vi) Conduct its own business in its own name.

               (vii) Use separate stationary, invoices and checks.

               (viii) Hold itself out as a separate entity.

          (r) Location of Records. Seller (i) shall not move outside the State
              -------------------
     of Delaware the location of its chief executive office without 45 days'
     prior written notice to the Trustee and (ii) will promptly take all actions
     required (including but not limited to all filings and other acts necessary
     or advisable under the UCC of each applicable jurisdiction) in order to
     continue the first priority perfected ownership interest of the
     Certificateholders in all Receivables now owned or hereunder created.
     Seller will give the Trustee prompt notice of a change within the State of
     Delaware of the location of its chief executive office.

          Section 2.6 Addition of Accounts.
                      --------------------

          (a) If, on any Record Date, the Aggregate Principal Balance is less
     than the Minimum Aggregate Principal Balance, either Seller or the Servicer
     (whichever shall first become aware of same) promptly shall give the
     Trustee written notice thereof, and as soon as practicable (but in no event
     later than 10 days thereafter) Seller shall designate additional Eligible
     Accounts ("Additional Accounts") to be included as Accounts and shall
                -------------------
     transfer the Receivables in such Additional Accounts to the Trust, in a
     sufficient amount so that the Aggregate Principal Balance on such Record
     Date would have, if the Receivables from such Additional Accounts had been
     transferred to the Trust on or prior to such Record Date, at least equaled
     the Minimum Aggregate Principal Balance. If Seller fails to transfer
     Receivables as required by the preceding sentence, then the Trustee shall
     give Seller immediate notice thereof.

          (b) In addition to its obligation under subsection 2.6(a), Seller may,
                                                  -----------------
     but shall not be obligated to, from time to time, designate Additional
     Accounts to be included as Accounts.

                                       37

<PAGE>

          (c) Seller agrees that any Receivables from Additional Accounts shall
     be transferred by Seller to the Trust under subsection 2.6(a), (b) or (e)
                                                 -----------------  ---    ---
     upon and subject to the following conditions:

               (i) On or before the fifth Business Day (the "Notice Date") prior
                                                             -----------
          to the Addition Date in respect of Additional Accounts added pursuant
          to subsection 2.6(a) or (b), Seller shall give the Trustee and the
             -----------------    ---
          Servicer (if a Person other than Seller) written notice that such
          Additional Accounts will be included and specifying the approximate
          aggregate amount of the Receivables to be transferred;

               (ii) Seller (A) shall transfer to the Trust Receivables only in
          Eligible Accounts, and (B) shall, if such designation of Additional
          Accounts is made pursuant to subsection 2.6(b) or (e) and the addition
                                       -----------------    ---
          of such Additional Accounts

                    (1) would cause the quotient (the "Annual Quotient") of (x)
                                                       ---------------
               the sum of the Annual Account Additions after giving effect to
               such addition, plus the related Base Amount, divided by (y) the
                              ----                          ------- --
               related Base Amount to exceed 1.20, or

                    (2) would cause the quotient (the "Quarterly Quotient") of
                                                       ------------------
               (x) the sum of the Quarterly Account Additions after giving
               effect to such addition, plus the related Base Amount, divided by
                                        ----                          ------- --
               (y) the related Base Amount to exceed 1.15;

          in either case, deliver a letter from each Rating Agency to the
          Trustee by the Addition Date confirming that the Rating Agency
          Condition has been satisfied with respect to the addition of such
          Additional Accounts;

               (iii) On or prior to the Addition Date, in respect of Additional
          Accounts added pursuant to subsection 2.6(a) or (b), Seller shall have
                                     -----------------    ---
          delivered to the Trustee a written transfer agreement (including an
          acceptance by the Trustee on behalf of the Trust for the benefit of
          the Investor Certificateholders) in substantially the form of Exhibit
                                                                        -------
          A (the "Transfer Agreement") and shall have indicated in its books and
          -       ------------------
          records, including the computer files of the Receivables, that the
          Receivables created in connection with the Additional Accounts have
          been transferred by Seller to the Trust; and shall have delivered to
          the Trustee a computer file or microfiche list containing a true and
          complete list of all Additional Accounts identified by account number,
          and the aggregate amount of the Receivables and the aggregate amount
          of Principal Receivables in such Additional Accounts, as of the
          Addition Date in respect of Additional Accounts added pursuant to
          subsection 2.6(a) or (b), which computer file or microfiche list
          -----------------    ---

                                       38

<PAGE>

          shall be marked as Schedule 1 to the Transfer Agreement, delivered to
                             ----------
          the Trustee as confidential and proprietary, shall be as of the date
          of such Transfer Agreement and incorporated into and made a part of
          such Transfer Agreement and this Agreement;

               (iv) Seller shall be deemed to represent and warrant that (x)
          each Additional Account is, as of the Addition Date, an Eligible
          Account, (y) no selection procedures reasonably believed by Seller to
          be materially adverse to the interests of the Investor
          Certificateholders were utilized in selecting the Additional Accounts
          from the available Eligible Accounts, and (z) as of the Addition Date,
          Seller is not insolvent and will not be rendered insolvent by adding
          any such Additional Account to any Cycle;

               (v) Seller shall be deemed to represent and warrant that, as of
          the Addition Date, the representations and warranties set out in
          Schedule 2 are true and correct; and without limiting the generality
          ----------
          of the foregoing, the Transfer Agreement constitutes either (x) a
          valid transfer to the Trust of all right, title and interest of Seller
          in, to and under the Receivables then existing and thereafter arising
          in respect of the Additional Accounts, all monies due or to become due
          with respect thereto (including all Finance Charge Receivables), and
          all proceeds (including, without limitation, as defined in the UCC as
          in effect in the applicable jurisdiction) of such Receivables and
          Insurance Proceeds relating thereto, and such property will be owned
          by the Trust free and clear of any Lien of any Person, except for (i)
          Liens permitted under subsection 2.5(b), (ii) the Seller Interest and
                                -----------------
          (iii) Seller's right to receive interest accruing on, and investment
          earnings in respect of, the Finance Charge Accounts, the Principal
          Accounts and any other Investor Accounts, as provided in this
          Agreement and any Supplement, or (y) a grant of a security interest
          (as defined in the UCC as in effect in the applicable jurisdiction) in
          such property to the Trust, which is enforceable with respect to then
          existing Receivables of the Additional Accounts, all monies due or to
          become due with respect thereto, the proceeds thereof and Recoveries
          and Insurance Proceeds relating thereto upon the transfer of such
          Receivables to the Trust, and which will be enforceable with respect
          to the Receivables thereafter transferred in respect of Additional
          Accounts, the proceeds thereof and Insurance Proceeds relating thereto
          upon such transfer; and (z) if the Transfer Agreement constitutes the
          grant of a security interest to the Trust in such property, upon the
          filing of a financing statement as described in Section 2.1 with
                                                          -----------
          respect to such Additional Accounts and in the case of the Receivables
          of Additional Accounts thereafter transferred and the proceeds
          thereof, and Insurance Proceeds relating to such Receivables, upon
          such transfer, the Trust shall have a first priority perfected
          security interest in such property, except for Liens permitted under
          subsection 2.5(b), the Seller Interest and Seller's right to receive
          -----------------
          interest accruing on, and investment

                                       39

<PAGE>

          earnings in respect of, the Finance Charge Accounts, the Principal
          Accounts and any other Investor Accounts, as provided in this
          Agreement and any Supplement;

               (vi) Seller shall, on the Addition Date for Additional Accounts
          added pursuant to subsection 2.6(a) or (b), deliver a certificate of a
                            -----------------    ---
          Vice President or more senior officer confirming the items set forth
          in clauses (ii), (iii), (iv) and (v) above; and
             ------------  -----  ----     ---

               (vii) Seller shall, on the Addition Date for Additional Accounts
          added pursuant to subsection 2.6(a) or (b), deliver an Opinion of
                            -----------------    ---
          Counsel with respect to the Receivables in the Additional Accounts
          substantially in the form of Exhibit B, and which shall be reasonably
                                       ---------
          acceptable to the Rating Agencies.

          (d) Seller shall provide to each Rating Agency and to each Enhancement
     Provider prior written notice each time Additional Accounts are added
     pursuant to subsection 2.6(a) or (b).
                 -----------------    ---

          (e) In addition to the occasional designation of Additional Accounts
     as required or permitted pursuant to subsections 2.6(a) and (b) above,
                                          ------------------     ---
     Seller agrees that each new MasterCard or VISA account originated in the
     normal course of FCNB's business after the Cut Off Date, where Receivables
     with respect to such accounts are purchased by Seller pursuant to the
     Receivables Purchase Agreement, shall automatically be included as an
     Account (and the Trust Assets arising thereunder automatically transferred
     to the Trust) effective on the tenth Business Day following the end of the
     Monthly Period in which such account is assigned to one of Seller's billing
     cycles; provided, however, that such automatic inclusion and transfer shall
             --------  -------
     not occur with respect to any such account if: (i) such account does not
     qualify as an Eligible Account, (ii) the inclusion in the Trust of the
     Receivables in such Account, if such Accounts had been designated by Seller
     pursuant to subsection 2.6(b), would have caused the limitations set forth
                 -----------------
     in subsection 2.6(c)(ii) to be exceeded (unless there shall have been
        ---------------------
     delivered to the Trustee a letter from each Rating Agency confirming the
     Rating Agency Condition has been satisfied with respect to the addition of
     such Additional Account), or (iii) Seller otherwise designates such account
     as an account which is not to be included as an Account pursuant to this
     subsection 2.6(e). On or before the fifth Business Day of each month next
     -----------------
     succeeding a calendar month in which Accounts were included pursuant to the
     preceding sentence, Seller shall (i) indicate in its books and records,
     including the computer files of the receivables, that the Receivables
     created in connection with such included Accounts have been transferred to
     the Trust, and (ii) shall deliver to the Trustee a computer file or
     microfiche list containing a true and complete list of all such included
     Accounts identified by account number and by the Receivables balance and
     Principal Receivables balance as of the end of such calendar month,

                                       40

<PAGE>

     which computer file or microfiche list shall be delivered to the Trustee as
     confidential and proprietary and incorporated into and made a part of this
     Agreement.

          Section 2.7 Removal of Accounts.
                      -------------------

          (a) Subject to the conditions set forth below, during the Revolving
     Period Seller may designate from time to time Accounts no longer to be
     designated for inclusion in the Trust (the "Removed Accounts"); provided,
                                                 ----------------    --------
     however, that Seller shall not make more than one such designation in any
     -------
     Monthly Period. On or before the fifth Business Day (the "Removal Notice
                                                               --------------
     Date") prior to the date on which Removed Accounts shall be designated (the
     ----
     "Removal Date"), Seller shall give the Trustee, the Servicer (if a Person
      ------------
     other than Seller), each Rating Agency and each Enhancement Provider
     written notice that the Receivables from such Removed Accounts are to be
     retransferred to Seller.

     Notwithstanding anything in this Section 2.7(a) to the contrary, Seller's
     designation of Removed Accounts hereunder shall be on a basis that complies
     with generally accepted accounting principles as determined by Seller after
     consultation with its accountants.

          (b) Seller shall be permitted to designate and require retransfer to
     it of the Receivables from Removed Accounts only upon satisfaction of the
     following conditions:

               (i) The Rating Agency Condition has been satisfied with respect
          to the removal of such Removed Accounts;

               (ii) On each Removal Date, the Trustee shall deliver to Seller a
          written retransfer agreement in substantially the form of Exhibit C
                                                                    ---------
          (the "Retransfer Agreement") and Seller shall deliver to the Trustee a
                --------------------
          computer file, microfiche or written list containing a true and
          complete schedule identifying all Removed Accounts specifying for each
          such Removed Account, as of the Removal Notice Date, its account
          number and the aggregate amount of Receivables therein. Such computer
          file, microfiche or written list shall be as of the date of such
          Retransfer Agreement incorporated into and made a part of this
          Agreement;

               (iii) Seller shall represent and warrant as of each Removal Date
          that (a) the list of Removed Accounts, as of the Removal Notice Date,
          complies in all material respects with the requirements of (ii) above;
                                                                     ----
          (b) no selection procedure used by Seller which is adverse to the
          interests of the Investor Certificateholders was utilized in selecting
          the Removed Accounts; and (c) as of the Removal Notice Date and as of
          the Removal Date, Seller is

                                       41

<PAGE>

          not insolvent, and such removal was not made in contemplation of the
          Seller's insolvency;

               (iv) The removal of any Receivables of any Removed Accounts on
          any Removal Date shall not, in the reasonable belief of Seller, cause
          a Pay Out Event to occur, or an event which with notice or lapse of
          time or both would constitute a Pay Out Event;

               (v) The Aggregate Principal Balance shall not be less than the
          Minimum Aggregate Principal Balance after giving effect to such
          removal; and

               (vi) Seller shall have delivered to the Trustee and to each
          Enhancement Provider a certificate of an officer of Seller confirming
          the items set forth in clauses (i) through (v) above. The Trustee may
                                 -----------         ---
          conclusively rely on such certificate, shall have no duty to make
          inquiries with regard to the matters set forth therein and shall incur
          no liability in so relying.

          Upon satisfaction of the above conditions, the Trustee shall execute
     and deliver the Retransfer Agreement to Seller, and the Receivables from
     the Removed Accounts shall no longer constitute a part of the Trust.

          Section 2.8 Discount Option.
                      ----------------

          (a) The Seller shall have the option to designate at any time and from
     time to time a percentage or percentages, which may be a fixed percentage
     or a variable percentage based on a formula (the "Discount Percentage"), of
                                                       -------------------
     all or any specified portion of Principal Receivables created after the
     Discount Option Date to be treated as Finance Charge Receivables ("Discount
                                                                        --------
     Option Receivables"). The Seller shall also have the option of reducing or
     ------------------
     withdrawing the Discount Percentage, at any time and from time to time, on
     and after such Discount Option Date. The Seller shall provide to the
     Servicer, the Trustee and any Rating Agency 30 days prior written notice of
     the Discount Option Date, and such designation shall become effective on
     the Discount Option Date (i) unless such designation in the reasonable
     belief of the Seller would cause a Pay Out Event with respect to any Series
     to occur, or an event which, with notice or lapse of time or both, would
     constitute a Pay Out Event with respect to any Series or (ii) unless the
     Rating Agency Condition shall not have been satisfied with respect to such
     designation; provided that for this purpose Moody's shall not be deemed to
     be a "Rating Agency."

          (b) After the Discount Option Date, the Seller shall treat Discount
     Option Receivable Collections as Collections of Finance Charge Receivables
     as provided herein.

                                       42

<PAGE>

                                  ARTICLE III

                  ADMINISTRATION AND SERVICING OF RECEIVABLES

          Section 3.1 Acceptance of Appointment and Other Matters Relating to
                      -------------------------------------------------------
     the Servicer.
     ------------

          (a) FCNB agrees to act as the Servicer under this Agreement. The
     Investor Certificateholders by their acceptance of the Investor
     Certificates consent to FCNB acting as Servicer.

          (b) Subject to the provisions of this Agreement, the Servicer shall
     service and administer the Receivables and shall collect payments due under
     the Receivables in accordance with its customary and usual servicing
     procedures for servicing credit card receivables comparable to the
     Receivables and in accordance with the Cardholder Guidelines and shall have
     full power and authority, acting alone or through any party properly
     designated by it hereunder, to do any and all things in connection with
     such servicing and administration which it may deem necessary or desirable.
     Without limiting the generality of the foregoing and subject to Section
                                                                     -------
     10.1, the Servicer is hereby authorized and empowered (i) unless such power
     ----
     and authority is revoked by the Trustee on account of the occurrence of a
     Servicer Default pursuant to Section 10.1, to make withdrawals from the
                                  ------------
     Collection Account as set forth in this Agreement, (ii) unless such power
     and authority is revoked by the Trustee on account of the occurrence of a
     Servicer Default pursuant to Section 10.1, to instruct the Trustee to make
                                  ------------
     withdrawals and payments from the Principal Accounts, the Finance Charge
     Accounts and any other Investor Accounts in accordance with such
     instructions as set forth in this Agreement, (iii) unless such power and
     authority is revoked by the Trustee on account of the occurrence of a
     Servicer Default pursuant to Section 10.1, to instruct the Trustee in
                                  ------------
     writing as provided herein, and (iv) unless such power and authority is
     revoked by the Trustee on account of the occurrence of a Servicer Default
     pursuant to Section 10.1, to execute and deliver, on behalf of the Trust
                 ------------
     for the benefit of the Certificateholders, any and all instruments of
     satisfaction or cancellation, or of partial or full release or discharge,
     and all other comparable instruments, with respect to the Receivables and,
     after the delinquency of any Receivable and to the extent permitted under
     and in compliance with applicable law and regulations, to commence
     enforcement proceedings with respect to such Receivables. The Trustee
     agrees that it shall promptly follow the instructions of the Servicer,
     including those to withdraw funds from the Principal Accounts, the Finance
     Charge Accounts, the Excess Funding Account and any other Series Account.
     The Trustee shall furnish the Servicer with any powers of attorney and
     other documents necessary or appropriate to enable the Servicer to carry
     out its servicing and administrative duties hereunder.

                                       43

<PAGE>

          (c) (i) In the event that Seller is unable for any reason to transfer
     Receivables to the Trust in accordance with the provisions of this
     Agreement (including, without limitation, by reason of the occurrence of an
     Insolvency Event) the Servicer agrees to allocate and pay to the Trust,
     after such date, all Collections in respect of the Accounts giving rise to
     such Receivables first to the total amount of Principal Receivables from
     such Accounts transferred to the Trust.

               (ii) In the event that pursuant to subsection 2.4(d), Seller
                                                  -----------------
          accepts a retransfer of an Ineligible Receivable as a result of a
          breach of the representations and warranties in subsection 2.4(b)
                                                          -----------------
          relating to such Receivable, the Servicer agrees to allocate payments
          received in respect of the Account giving rise to such Receivable
          first to the total amount of Principal Receivables of the appropriate
          Obligor retained in the Trust and thereafter to the total amount owing
          by such Obligor on any Ineligible Receivables retransferred to Seller.

          (d) The Servicer shall not be obligated to use separate servicing
     procedures, offices, employees or accounts for servicing the Receivables
     from the procedures, offices, employees and accounts used by the Servicer
     in connection with servicing other credit card receivables.

          (e) The Servicer shall maintain fidelity bond coverage insuring
     against losses through wrongdoing of its officers and employees who are
     involved in the servicing of credit card receivables.

          Section 3.2 Servicing Compensation. As compensation for its servicing
                      ----------------------
     activities hereunder and reimbursement for its expenses as set forth in the
     immediately following paragraph, the Servicer shall be entitled to receive
     a monthly servicing fee in respect of any Monthly Period (or portion
     thereof) prior to the termination of the Trust pursuant to Section 12.1
                                                                ------------
     (the "Monthly Servicing Fee"). The share of the Monthly Servicing Fee
           ---------------------
     allocable to each Series of Investor Certificates with respect to any
     Monthly Period (or portion thereof) shall be payable on the related
     Distribution Date and, with respect to each Series (unless provided in the
     related Supplement), shall be equal to one-twelfth of the product of (A)
     the applicable Series Servicing Fee Percentage and (B) the Investor Amount
     of such Series as of the first day of the related Monthly Period, or
     portion thereof (the "Investor Monthly Servicing Fee"). The share of the
                           ------------------------------
     Monthly Servicing Fee allocable to the Seller Interest with respect to any
     Monthly Period (or portion thereof) shall be equal to one-twelfth of the
     product of (A) the Seller Amount and (B) the weighted average of the Series
     Servicing Fee Percentages with respect to each Series of Investor
     Certificates then outstanding (the "Monthly Seller Servicing Fee"). The
                                         ----------------------------
     Monthly Servicing Fee shall equal the sum of (x) the aggregate amount of
     Investor Monthly Servicing Fees with respect to each Series then
     outstanding and (y) the Monthly Seller Servicing Fee. The Investor Monthly
     Servicing Fee with

                                       44

<PAGE>

     respect to any Series is payable in arrears on the related Distribution
     Date (unless otherwise provided in the related Supplement) and the Monthly
     Seller Servicing Fee is payable in arrears no later than the last
     Distribution Date with respect to any Series occurring in a Monthly Period.
     The Monthly Seller Servicing Fee and, unless otherwise provided in a
     Supplement, each Investor Monthly Servicing Fee, shall be calculated on the
     basis of a 360-day year consisting of twelve 30-day months.

          The Servicer's expenses include the reasonable fees and disbursements
     of independent accountants and all other expenses incurred by the Servicer
     in connection with its activities hereunder; provided that the Servicer
                                                  --------
     shall not be liable for any liabilities, costs or expenses of the Trust,
     the Investor Certificateholders or the Certificate Owners arising under any
     tax law, including without limitation any federal, state or local income or
     franchise taxes or any other tax imposed on or measured by income (or any
     interest or penalties with respect thereto or arising from a failure to
     comply therewith). The Servicer shall be required to pay such expenses for
     its own account and shall not be entitled to any payment therefor other
     than the Monthly Servicing Fee.

          Section 3.3 Representations, Warranties and Covenants of the Servicer.
                      ---------------------------------------------------------
     FCNB, as initial Servicer, hereby makes, and any successor Servicer by its
     appointment hereunder shall make, the following representations and
     warranties and covenants on which the Trustee has relied in accepting the
     Receivables in trust and in authenticating Certificates:

          (a) Organization and Good Standing. The Servicer is duly organized,
              ------------------------------
     validly existing and in good standing under the laws of its jurisdiction of
     organization, and has full corporate power, authority and right to own its
     properties and conduct its business as such properties are presently owned
     and such business is presently conducted, and to execute, deliver and
     perform its obligations under this Agreement.

          (b) Due Qualification. The Servicer is qualified as a foreign banking
              -----------------
     association or other entity in any state where it is required to be so
     qualified to service the Receivables as required by this Agreement and has
     obtained all necessary licenses and approvals as required under federal and
     state law, in each case, where the failure to be so qualified, licensed or
     approved, could reasonably be expected materially and adversely to affect
     the ability of the Servicer to comply with the terms of this Agreement.

          (c) Due Authorization. The execution, delivery, and performance of
              -----------------
     this Agreement have been duly authorized by the Servicer by all necessary
     corporate action on the part of the Servicer.

                                       45

<PAGE>

          (d) Binding Obligation. This Agreement constitutes legal, valid and
              ------------------
     binding obligations of the Servicer, enforceable in accordance with its
     terms, except as enforceability may be limited by Debtor Relief Laws and
     except as such enforceability may be limited by general principles of
     equity (whether considered in a proceeding at law or in equity).

          (e) No Violation. The execution and delivery of this Agreement by the
              ------------
     Servicer, and the performance of the transactions contemplated by this
     Agreement and the fulfillment of the terms hereof applicable to the
     Servicer, will not conflict with, violate, result in any breach of any of
     the terms and provisions of, or constitute (with or without notice or lapse
     of time or both) a default under, any Requirements of Law applicable to the
     Servicer or any indenture, contract, agreement, mortgage, deed of trust or
     other instrument to which the Servicer is a party or by which it is bound.

          (f) No Proceedings. There are no proceedings or investigations pending
              --------------
     or, to the best knowledge of the Servicer, threatened against the Servicer
     before any court, regulatory body, administrative agency or other tribunal
     or governmental instrumentality seeking to prevent the issuance of the
     Certificates or the consummation of any of the transactions contemplated by
     this Agreement, seeking any determination or ruling that, in the reasonable
     judgment of the Servicer, would materially and adversely affect the
     performance by the Servicer of its obligations under this Agreement, or
     seeking any determination or ruling that would materially and adversely
     affect the validity or enforceability of this Agreement.

          (g) Rescission and Cancellation. Other than pursuant to and in
              ---------------------------
     accordance with the Cardholder Guidelines, the Servicer shall not rescind
     or cancel any Receivable unless such rescission or cancellation shall have
     been ordered or directed by a Governmental Authority.

          (h) Other Actions. Other than pursuant to and in accordance with the
              -------------
     Cardholder Guidelines and as otherwise specifically permitted by this
     Agreement, the Servicer shall not (i) take or fail to take any action if
     such action or failure to act would impair the rights of the Trust in any
     Receivable, or (ii) revise or defer any payment due in respect of any
     Receivable.

          (i) Compliance with Requirements of Law. The Servicer shall duly
              -----------------------------------
     satisfy all obligations on its part to be fulfilled under or in connection
     with the Receivables or Accounts, will maintain in effect all
     qualifications required under Requirements of Law in order to properly
     service the Receivables and the Accounts and will comply in all material
     respects with all Requirements of Law in connection with servicing the
     Receivables and the Accounts the failure to comply with which would have a
     material adverse effect on the Certificateholders.

                                       46

<PAGE>

          (j) Regulatory Filings. Servicer shall make any filings, reports,
              ------------------
     notices, applications and registrations with, and seek any consents or
     authorizations from, the Securities and Exchange Commission and any state
     securities authority on behalf of the Trust as may be necessary or
     advisable to comply with any federal or state securities or reporting
     requirements laws.

          Section 3.4 Reports and Records for the Trustee; Bank Account
                      -------------------------------------------------
     Statements.
     -----------

          (a) Daily Reports. On each Business Day, the Servicer shall prepare
              -------------
     and make available at the office of the Servicer for inspection by the
     Trustee a record setting forth (i) the aggregate amount of Collections
     processed by the Servicer on the preceding Business Day and (ii) the
     aggregate amount of Receivables as of the close of business on the
     preceding Business Day.

          (b) Monthly Servicer's Certificate. Unless otherwise stated in the
              ------------------------------
     related Supplement with respect to any Series, on each Determination Date,
     the Servicer shall forward to the Trustee, the Paying Agent, any Rating
     Agency and any Enhancement Provider a certificate of a Servicing Officer
     substantially in the form of Exhibit D setting forth (i) the aggregate
                                  ---------
     amount of Collections processed during the preceding Monthly Period, (ii)
     the aggregate amount of the Investor Percentage of Collections of Principal
     Receivables processed by the Servicer pursuant to Article IV during the
                                                       ----------
     preceding Monthly Period, (iii) the aggregate amount of the Investor
     Percentage of Collections of Finance Charge Receivables processed by the
     Servicer pursuant to Article IV during the preceding Monthly Period, (iv)
                          ----------
     the aggregate amount of Receivables and the balance on deposit in each
     Finance Charge Account, each Principal Account, the Excess Funding Account
     and each other Series Account with respect to Collections processed as of
     the end of the last day of the preceding Monthly Period, (v) the aggregate
     amount, if any, of withdrawals, drawings or payments under any Enhancement
     with respect to each Series required to be made with respect to the
     previous Monthly Period, and (vi) the sum of all amounts payable to the
     Investor Certificateholders on the succeeding Distribution Date in respect
     of Certificate Interest and Certificate Principal.

          Section 3.5 Annual Servicer's Certificate. The Servicer will deliver
                      -----------------------------
     to the Trustee, any Enhancement Provider and any Rating Agency on or before
     April 30 of each calendar year, beginning with April 30, 1993, an Officer's
     Certificate substantially in the form of Exhibit E stating that (a) a
                                              ---------
     review of the activities of the Servicer during the preceding calendar year
     and of its performance under this Agreement was made under the supervision
     of the officer signing such certificate and (b) to the best of such
     officer's knowledge, based on such review, the Servicer has fully performed
     all its obligations under this Agreement throughout such year, or, if there
     has been a default in the performance of any such obligation, specifying
     each

                                       47

<PAGE>

     such default known to such officer and the nature and status thereof. A
     copy of such certificate may be obtained by any Investor Certificateholder
     by a request in writing to the Trustee addressed to the Corporate Trust
     Office.

          Section 3.6 Annual Independent Public Accountants' Servicing Report.
                      -------------------------------------------------------

          (a) On or before April 30 of each calendar year, beginning with April
     30, 1993, the Servicer shall cause KPMG or another firm of nationally
     recognized independent public accountants (who may also render other
     services to the Servicer or Seller) to furnish a report covering the
     preceding annual period to the effect that such accountants have applied
     certain agreed-upon procedures to certain documents and records relating to
     the servicing of Accounts under this Agreement, compared the information
     contained in the Servicer's certificates delivered during the period
     covered by such report with such documents and records and that no matters
     came to the attention of such accountants that caused them to believe that
     such servicing was not conducted in compliance with Section 3.2, Article IV
                                                         -----------  ----------
     and Section 8.8, except for such exceptions as such accountants shall
         -----------
     believe to be immaterial and such other exceptions as shall be set forth in
     such statement. In addition, each report shall set forth the agreed-upon
     procedures performed. A copy of such report may be obtained by any Investor
     Certificateholder by a request in writing to the Trustee addressed to the
     Corporate Trust Office. In addition, the Servicer shall cause such
     accountants to furnish a copy of such report to each Rating Agency and to
     each Enhancement Provider.

          (b) On or before April 30 of each calendar year, beginning with April
     30, 1993, the Servicer shall cause KPMG or another firm of nationally
     recognized independent public accountants (who may also render other
     services to the Servicer or Seller) to furnish a report to the Trustee to
     the effect that they have compared the mathematical calculations of each
     amount set forth in the monthly certificates forwarded by the Servicer
     pursuant to subsection 3.4(c) during the period covered by such report
                 -----------------
     (which shall be the period from January 1, to and including December 31 of
     such calendar year) with the Servicer's computer reports which were the
     source of such amounts and that on the basis of such comparison, such
     accountants are of the opinion that such amounts are in agreement, except
     for such exceptions as they believe to be immaterial and such other
     exceptions as shall be set forth in such statement. A copy of such report
     may be obtained by any Investor Certificateholder by a request in writing
     to the Trustee addressed to the Corporate Trust Office. In addition, the
     Servicer shall cause such accountants to furnish a copy of such report to
     each Rating Agency and to each Enhancement Provider.

          Section 3.7 Tax Treatment. Seller has structured this Agreement and
                      -------------
     the Investor Certificates to facilitate a secured, credit-enhanced
     financing on favorable terms with the intention that the Investor
     Certificates will constitute indebtedness of Seller for federal income and
     state and local tax purposes; and Seller and each

                                       48

<PAGE>

     Investor Certificateholder by acceptance of its Certificate agrees to
     recognize and report the Investor Certificates as indebtedness of Seller
     for purposes of federal, state and local income or franchise taxes and any
     other tax imposed on or measured by income, and to report all receipts and
     payments relating thereto in a manner that is consistent with such
     characterization.

          Section 3.8 Notices to Seller. In the event that Seller is no longer
                      -----------------
     affiliated with Servicer, Servicer shall deliver or make available to
     Seller each certificate and report required to be prepared, forwarded or
     delivered thereafter pursuant to Sections 3.4, 3.5 and 3.6.
                                      ------------  ---     ---

                                   ARTICLE IV

                  RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
                         AND APPLICATION OF COLLECTIONS

          Section 4.1 Rights of Certificateholders. Each Series of Investor
                      ----------------------------
     Certificates shall represent Undivided Interests in the Trust, including
     the benefits of any Enhancement and the right to receive the Collections
     and other amounts at the times and in the amounts specified in this Article
                                                                         -------
     IV to be deposited in Investor Accounts for the account of such Investor
     --
     Certificates or paid to the Investor Certificateholders of such Series;
     provided, however, that the aggregate interest represented by such Series
     --------  -------
     of Certificates at any time in the Principal Receivables shall not exceed
     an amount equal to the Investor Amount at such time. The Seller Interest
     shall represent the remaining Undivided Interest in the Trust, including
     the right to receive the Collections and other amounts at the times and in
     the amounts specified in this Article IV to be paid with respect to the
                                   ----------
     Seller Interest, provided, however, that the aggregate interest represented
                      --------  -------
     by the Seller Interest at any time in the Principal Receivables shall not
     exceed the Seller Amount at such time, and the Seller Interest shall not
     represent any interest in the Investor Accounts, except as provided in this
     Agreement, or the benefits of any Enhancement issued with respect to any
     Series.

          Section 4.2 Establishment of Investor Accounts.
                      ----------------------------------

          (a) The Collection Account. The Servicer, for the benefit of the
              ----------------------
     Certificateholders, shall establish and maintain in the name of the Trust,
     or cause to be established and maintained, with an office or branch located
     in the state designated by the Servicer of a depository institution or
     trust company (which may include the Trustee) organized under the laws of
     the United States of America or any one of the states thereof a
     non-interest bearing segregated corporate trust account (the "Collection
                                                                   ----------
     Account") bearing a designation clearly indicating that the funds deposited
     -------
     therein are held in trust for the benefit of the Certificateholders;
     provided, however, that at all times the certificates of deposit,
     --------  -------
     short-term deposits or

                                       49

<PAGE>

     commercial paper or the long-term unsecured debt obligations (other than
     such obligation whose rating is based on collateral or on the credit of a
     Person other than such institution or trust company) of such depository
     institution or trust company shall have a credit rating from the applicable
     Rating Agency of P-1, A-1+, as applicable, respectively, in the case of the
     certificates of deposit, short-term deposits or commercial paper, or a
     rating from the applicable Rating Agency of Aaa, AAA, as applicable, in the
     case of the long-term unsecured debt obligations, and which is a member of
     the FDIC (a "Qualified Institution"). Pursuant to Section 3.1(b), the
                  ---------------------                --------------
     Servicer shall have the revocable power to withdraw funds from the
     Collection Account for the purposes of carrying out its duties hereunder.
     The Supplement for any Series may require the Trustee to establish and
     maintain a subaccount of the Collection Account for a Series (such
     subaccount, a "Collection Subaccount") bearing a designation clearly
                    ---------------------
     indicating that the funds deposited therein are held in trust for the
     benefit of the Certificateholders of such Series with a depository
     institution or trust company meeting the criteria provided in such
     Supplement. Funds on deposit in the Collection Subaccount with respect to
     any Series shall not be for the benefit of the Investor Certificateholders
     of any other Series. The funds on deposit in each Collection Subaccount
     shall be invested in the manner provided in the related Supplement, and any
     earnings on such investments shall be applied as provided in such
     Supplement. The Trustee shall possess all right, title and interest in all
     funds on deposit from time to time in the Collection Account and in each
     Collection Subaccount and all proceeds thereof, and the Trustee shall have
     sole dominion and control of such account, funds and proceeds.

          (b) The Finance Charge Accounts and Principal Accounts. The Trustee,
              --------------------------------------------------
     for the benefit of the Investor Certificateholders, shall establish and
     maintain with itself (or with another Qualified Institution) in the name of
     the Trust two segregated corporate trust accounts for each Series (in each
     case, the "Series Finance Charge Account" and the "Series Principal
                -----------------------------           ----------------
     Account", respectively, all of which are referred to herein as the "Finance
     -------                                                             -------
     Charge Accounts" and the "Principal Accounts", respectively), bearing a
     ---------------           ------------------
     designation clearly indicating that the funds therein are held for the
     benefit of the Investor Certificateholders of such Series. The Trustee
     shall possess all right, title and interest in all funds on deposit from
     time to time in the accounts created pursuant to this subsection (b) and
                                                           --------------
     all proceeds thereof, and the Trustee shall have sole dominion and control
     of such accounts, funds and proceeds. Pursuant to authority granted to it
     hereunder, the Servicer shall have the revocable power to instruct the
     Trustee to withdraw funds from the Finance Charge Accounts and Principal
     Accounts for the purpose of carrying out the Servicer's duties hereunder.
     The Trustee at all times shall maintain accurate records reflecting each
     transaction in the Principal Accounts and the Finance Charge Accounts and
     that funds held therein shall at all times be held in trust for the benefit
     of the respective Investor Certificateholders.

                                       50

<PAGE>

          (c) The Distribution Account. The Trustee, for the benefit of the
              ------------------------
     Investor Certificateholders, shall cause to be established and maintained
     in the name of the Trust, with an office or branch of a Qualified
     Institution, a non-interest bearing segregated demand deposit account (the
     "Distribution Account") bearing a designation clearly indicating that the
      --------------------
     funds deposited therein are held in trust for the benefit of the Investor
     Certificateholders. The Trustee shall possess all right, title and interest
     in all funds on deposit from time to time in the Distribution Account and
     all proceeds thereof, and the Trustee shall have sole dominion and control
     of such account, funds and proceeds. The Paying Agent shall have the
     revocable authority to make withdrawals from the Distribution Account.

          (d) Establishment of the Excess Funding Account. The Servicer, for the
              -------------------------------------------
     benefit of the Investor Certificateholders and the holder of the Seller
     Interest, shall establish and maintain or cause to be established and
     maintained in the name of the Trustee, on behalf of the Trust, with a
     Qualified Institution designated by the Servicer, a segregated trust
     account within the corporate trust department of such Qualified Institution
     (the "Excess Funding Account"), bearing a designation clearly indicating
           ----------------------
     that the funds deposited therein are held in trust for the benefit of the
     Investor Certificateholders and the holder of the Seller Interest. The
     Trustee shall possess all right, title and interest in all funds on deposit
     from time to time in the Excess Funding Account and in all proceeds
     thereof, and the Trustee shall have sole dominion and control of such
     account, funds and proceeds. Pursuant to the authority granted to it
     pursuant to subsection 3.1(b), the Servicer shall have the power, revocable
                 -----------------
     by the Trustee, to withdraw funds and to instruct the Trustee to withdraw
     funds from the Excess Funding Account for the purposes of carrying out its
     duties hereunder.

          (e) Administration of the Investor Accounts. Funds on deposit in the
              ---------------------------------------
     Principal Accounts and the Finance Charge Accounts shall at all times be
     invested in Permitted Investments for the benefit of Seller; provided, that
                                                                  --------
     any such investment shall mature and such funds shall be available for
     withdrawal on or prior to the Transfer Date following the Record Date
     occurring in the Monthly Period in which such funds were processed for
     collection. The Trustee shall maintain for the benefit of the Investor
     Certificateholders and the Servicer possession of the negotiable
     instruments or securities evidencing the Permitted Investments described in
     clause (a) of the definition thereof from the time of purchase thereof
     ----------
     until the time of sale or maturity. On a monthly basis, all interest and
     earnings (net of losses and investment expenses) on funds on deposit in the
     Principal Accounts and the Finance Charge Accounts shall be deposited by
     the Trustee in a separate deposit account with a Qualified Institution in
     the name of Seller, which shall not constitute a part of the Trust, or
     shall otherwise be turned over by the Trustee to Seller in accordance with
     Seller's instructions. Subject to the restrictions set forth above, Seller
     shall have the authority to instruct the Trustee with respect to the
     investment of funds on deposit in the Principal Accounts and the Finance
     Charge Accounts. For purposes of

                                       51

<PAGE>

     determining the availability of funds or the balances in the Finance Charge
     Accounts and the  Principal  Accounts for any reason under this  Agreement,
     all  investment  earnings on such funds shall be deemed not to be available
     or on deposit.

          (f) Failure of Institution to Qualify. If an institution at which the
              ---------------------------------
     Collection Account, any Collection Subaccount, the Excess Funding Account
     or any Investor Account is established ceases to be a Qualified
     Institution, the Servicer or the Trustee (as the case may be) shall notify
     the Rating Agencies and within 15 days establish a replacement account at a
     Qualified Institution and transfer any monies, documents, instruments,
     securities, securities entitlements, certificates of deposit and other
     property to such replacement account. From the date such new account is
     established, it shall be the Collection Account, Excess Funding Account or
     applicable Investor Account, as appropriate.

          Section 4.3 Collections and Allocations.
                      ---------------------------

          (a) Collections. The Servicer shall deposit all Collections in the
              -----------
     Collection Account as promptly as possible after the Date of Processing of
     such Collections, but in no event later than the second Business Day
     following such Date of Processing; provided, however, that during the
                                        --------  -------
     Revolving Period for all outstanding Series, the Servicer may at its option
     deposit on a daily basis as aforesaid only those Collections attributable
     to Finance Charge Receivables and allocable to the Investor Certificates,
     and retain all other Collections until the next Collections Deposit Day, at
     which time such other Collections, netted as provided in subsection 4.3(c),
                                                              -----------------
     shall be deposited in the Collection Account.

          The Servicer shall allocate such amounts to each Series of Investor
     Certificates and to the Seller Interest in accordance with this Article IV
                                                                     ----------
     and shall withdraw the required amounts from the Collection Account or pay
     such amounts to the Seller Interest or to the other persons entitled
     thereto pursuant to this Agreement, in each case as modified by any
     Supplement. The Servicer shall make such deposits or payments on the date
     indicated therein, if applicable, by wire transfer in next day funds.

          (b) Commingling Conditions. Notwithstanding anything in this Agreement
              ----------------------
     to the contrary, for so long as, and only so long as, FCNB shall remain the
     Servicer hereunder and no Servicer Default has occurred and is continuing
     and either (i) the Servicer provides to the Trustee a letter of credit or
     other arrangement covering risk of collection of the Servicer and the
     Servicer shall have satisfied the Rating Agency Condition with respect to
     such arrangement or (ii) the Servicer (unless the Rating Agency Condition
     has been satisfied with respect to making monthly deposits) shall have and
     maintain a certificate of deposit or short-term deposit rating of P-1 by
     Moody's and of at least A-1 by Standard & Poor's and deposit insurance as
     required by law and by the FDIC, the Servicer need not deposit

                                       52

<PAGE>

     Collections  to the  Collection  Account  in the  manner  provided  in this
     Article IV or make payments to the holder of the Seller  Interest  prior to
     ----------
     the close of  business  on the day any  Collections  are  deposited  in the
     Collection  Account  as  provided  in this  Article  IV,  but may make such
                                                 -----------
     deposits,  payments and  withdrawals  on the  Transfer  Date in the Monthly
     Period following the Monthly Period in which such amounts were collected in
     an  amount  equal  to  the  net  amount  of  such  deposits,  payments  and
     withdrawals  which  would  have  been made but for the  provisions  of this
     paragraph.

          (c) Net Payments. So long as First Consumers National Bank is the
              ------------
     Servicer and First Consumers National Bank, as Servicer, is making deposits
     to the Collection Account in accordance with subsection 4.3(a), First
                                                  -----------------
     Consumers National Bank, acting as Servicer and as agent for the holder of
     the Seller Interest, may make a net payment to the Collection Account on
     the Collections Deposit Day in the amount of all Collections received by
     the Servicer since the previous Collections Deposit Date, minus all amounts
     payable to First Consumers National Bank or with respect to the Seller
     Interest on or before the next succeeding Transfer Date in accordance with
     this Article IV and, in such event, the Servicer will, on the Collections
          ----------
     Deposit Date, retain, or pay to the holder of the Seller Interest, as the
     case may be, all amounts payable to First Consumers National Bank or the
     holder of the Seller Interest as aforesaid in lieu of the payments required
     to be made under this Article IV.
                           ----------

          (d) Investor Net Recoveries. On each Determination Date, the Servicer
              -----------------------
     shall calculate the Investor Net Recoveries, if any, for the Monthly Period
     next preceding such Determination Date. On or before the Transfer Date next
     following such Determination Date, the Servicer shall deposit the amount of
     Investor Net Recoveries, if any, in the Collection Account.

          (e) Adjustments for Miscellaneous Credits. The Servicer shall be
              -------------------------------------
     obligated to reduce on a monthly basis the aggregate amount of Principal
     Receivables used to calculate the Seller Amount as provided in this
     subsection 4.3(c) (a "Credit Adjustment") with respect to any Principal
     -----------------     -----------------
     Receivable (i) which was created in respect of merchandise refused or
     returned by the Obligor thereunder, (ii) which is reduced by the Servicer
     by any rebate, refund, chargeback or adjustment, (iii) as to which the
     Obligor thereunder has asserted a counterclaim or defense and either (A)
     the Servicer has agreed such counterclaim or defense is valid or (B) a
     final nonappealable judgment or decree has been entered in favor of such
     Obligor in respect of such counterclaim or defense by a court or arbitral
     body having jurisdiction thereof, or (iv) which the Servicer has determined
     was created through a fraudulent or counterfeit charge, but only if and to
     the extent such fraudulent or counterfeit charges are not included as
     charge-offs under the Cardholder Guidelines.

          In the event that the exclusion of the amount of a Credit Adjustment
     from the calculation of the Seller Amount would cause the Seller Amount to
     be less than zero,

                                       53

<PAGE>

     Seller shall make a deposit, no later than the Business Day following the
     Date of Processing of such Credit Adjustment, in the Excess Funding Account
     in immediately available funds, in an amount equal to the amount by which
     such Credit Adjustment exceeded the Seller Amount on such Date of
     Processing to the extent the Seller has received such funds from FCNB under
     the Receivables Purchase Agreement, and, if Seller has not received such
     funds, to the extent Seller has funds available for such purpose after
     amounts payable to Securityholders (as defined in the Receivables Purchase
     Agreement) have been paid in full. Each party hereto agrees that the
     failure by the Seller to make the deposit in accordance with this Section
                                                                       -------
     4.3(e) shall not give rise to any claim against the Seller.
     ------

          (f) Allocations for the Seller Interest. Throughout the existence of
              -----------------------------------
     the Trust, unless otherwise stated in any Supplement, the Servicer shall
     allocate to the Seller Interest an amount equal to the product of (i) the
     Seller Percentage and (ii) the aggregate amount of such Principal
     Collections and Finance Charge Collections, respectively, in respect of
     each Monthly Period. Notwithstanding anything in this Agreement to the
     contrary, unless otherwise stated in any Supplement, the Servicer need not
     deposit this amount or any other amounts so allocated to the Seller
     Interest pursuant to any Supplement into the Collection Account and shall
     pay, or be deemed to pay, such amounts as collected to the holder of the
     Seller Interest, except, if the Seller Amount is less than zero, then
     Principal Collections which are allocated to the Seller Interest shall be
     deposited in the Excess Funding Account until the Seller Amount is equal to
     zero.

          (g) Shared Principal Collections; Excess Funding Account. On each
              ----------------------------------------------------
     Business Day, Principal Collections allocable to the Seller Interest and
     Shared Principal Collections payable to the holder of the Seller Interest
     in an aggregate amount equal to the Shortfall Amount shall be deposited in
     the Excess Funding Account. Thereafter, amounts in the Excess Funding
     Account shall be treated as Shared Principal Collections to the extent
     that, after giving effect to the application and distribution of such
     amount as Shared Principal Collections, the Aggregate Principal Balance
     would equal or exceed the Minimum Aggregate Principal Balance. Shared
     Principal Collections shall be allocated to outstanding Principal Sharing
     Series pro rata based on the Principal Shortfall, if any, for each such
            --- ----
     Principal Sharing Series, and the Servicer shall (except as provided above)
     pay any remaining Shared Principal Collections on each Business Day to the
     holder of the Seller Interest.

          (h) Investment of Amounts in Excess Funding Account. Amounts on
              -----------------------------------------------
     deposit in the Excess Funding Account on any Business Day will be invested,
     at the direction of the Seller, by the Servicer or the Trustee on behalf of
     the Seller in Permitted Investments maturing on the next Business Day.
     Earnings from such investments received shall be paid to the Seller or, if
     the Seller Amount as

                                       54

<PAGE>

     determined on such Business Day does not exceed the Minimum Seller Amount,
     such earnings shall be deposited in the Excess Funding Account.

          (i) Allocation of Deposit Obligations. If the Seller or the Servicer
              ---------------------------------
     shall fail to make any Deposit Obligation, the amount thereof shall first
     be allocated to reduce the Seller Amount until the Seller Amount equals the
     Minimum Seller Amount. Any remaining shortfall shall be allocated to each
     Series ratably based upon a fraction the numerator of which is the Investor
     Percentage used by such Series to allocate Default Amounts and the
     denominator of which is the sum of all such numerators of all Series
     outstanding (such allocated amount, the "Series Share" of such shortfall).
                                              ------------
     The Series Share of each series that specifies a Minimum Seller Percentage
     greater than zero shall be allocated to reduce the Minimum Seller Amount,
     and any Collections otherwise allocable to the Seller Amount or balance on
     deposit in the Excess Funding Account shall be available on a ratable basis
     to such Series to cover any shortfalls arising from such failure; provided
                                                                       --------
     to the extent the Seller Amount falls below zero, any portion of the Series
     Share of any such Series that is not covered as described above shall be
     allocated to such Series. The Series Share of each Series that specifies a
     Minimum Seller Percentage of zero shall be allocated to such Series.

                  [THE REMAINDER OF ARTICLE IV IS RESERVED AND
                      SHALL BE SPECIFIED IN ANY SUPPLEMENT
                           WITH RESPECT TO ANY SERIES]

                                    ARTICLE V

                        [ARTICLE V IS RESERVED AND SHALL
                         BE SPECIFIED IN ANY SUPPLEMENT
                           WITH RESPECT TO ANY SERIES]

                                   ARTICLE VI

                                THE CERTIFICATES

          Section 6.1 The Certificates. The Investor Certificates of each Series
                      ----------------
     and any Class thereof shall be issued in fully registered form and shall be
     substantially in the form of the exhibits with respect thereto attached to
     the related Supplement. The Investor Certificates shall, upon issue, be
     executed and delivered by the Trustee. The Investor Certificates shall be
     issuable in a minimum denomination of $1,000 Undivided Interest and
     integral multiples thereof, unless otherwise provided in any Supplement,
     and the Investor Certificates of each Series shall be issued upon initial
     issuance in an aggregate original principal amount equal to the Initial
     Investor

                                       55

<PAGE>

     Amount of such Series. Each Certificate shall be executed by manual or
     facsimile signature on behalf of the Trustee by an authorized officer of
     the Trustee. Certificates bearing the manual or facsimile signature of the
     individual who was, at the time when such signature was affixed, authorized
     to sign on behalf of the Trustee shall not be rendered invalid,
     notwithstanding that such individual has ceased to be so authorized prior
     to the authentication and delivery of such Certificates or does not hold
     such office at the date of such Certificates. No Certificate shall be
     entitled to any benefit under this Agreement, or be valid for any purpose,
     unless there appears on such Certificate a certificate of authentication
     substantially in the form provided for herein executed by or on behalf of
     the Trustee by the manual or facsimile signature of a duly authorized
     signatory, and such certificate upon any Certificate shall be conclusive
     evidence, and the only evidence, that such Certificate has been duly
     authenticated and delivered hereunder. All Certificates shall be dated the
     date of their authentication.

          Section 6.2 Authentication of Certificates. Contemporaneously with the
                      ------------------------------
     initial transfer of the Receivables, whether now existing or hereafter
     acquired (other than Receivables in Additional Accounts) and the other
     components to the Trust, the Trustee shall authenticate and deliver the
     initial Series of Investor Certificates. The Certificates shall be duly
     authenticated by or on behalf of the Trustee, and together shall evidence
     the entire ownership of the Trust.

          Section 6.3 Registration of Transfer and Exchange of Certificates.
                      -----------------------------------------------------

          (a) The Trustee shall cause to be kept at the office or agency to be
     maintained by a transfer agent and registrar (the "Transfer Agent and
                                                        ------------------
     Registrar") in accordance with the provisions of Section 11.16 a register
     ---------                                        -------------
     (the "Certificate Register") in which, subject to such reasonable
           --------------------
     regulations as it may prescribe, the Transfer Agent and Registrar shall
     provide for the registration of the Investor Certificates and of transfers
     and exchanges of the Investor Certificates as herein provided. The Trustee
     is hereby initially appointed Transfer Agent and Registrar for the purpose
     of registering the Investor Certificates and transfers and exchanges of the
     Investor Certificates as herein provided. The Trustee shall be permitted to
     resign as Transfer Agent and Registrar upon 30 days written notice to the
     Servicer. In the event that the Trustee shall no longer be the Transfer
     Agent and Registrar, the Trustee shall appoint a successor Transfer Agent
     and Registrar.

          Upon surrender for registration of transfer of any Investor
     Certificate of any Series at any office or agency of the Transfer Agent and
     Registrar maintained for such purpose, the Trustee shall execute,
     authenticate and deliver, in the name of the designated transferee or
     transferees, one or more new Investor Certificates of such Series in
     authorized denominations of like aggregate Undivided Interests.

                                       56

<PAGE>

          At the option of an Investor Certificateholder, Investor Certificates
     of any Series may be exchanged for other Investor Certificates of the same
     Series and authorized denominations of like Undivided Interests, upon
     surrender of the Investor Certificates to be exchanged at any such office
     or agency. Whenever any Investor Certificates are so surrendered for
     exchange, the Trustee shall execute, authenticate and deliver the Investor
     Certificates which the Certificateholder making the exchange is entitled to
     receive. Every Investor Certificate presented or surrendered for
     registration of transfer or exchange shall be accompanied by a written
     instrument of transfer in a form satisfactory to the Trustee and the
     Transfer Agent and Registrar duly executed by the Certificateholder thereof
     or his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
     exchange of Investor Certificates, but the Transfer Agent and Registrar may
     require payment of a sum sufficient to cover any tax or governmental charge
     that may be imposed in connection with any transfer or exchange of Investor
     Certificates.

          All Investor Certificates surrendered for registration of transfer and
     exchange shall be canceled and disposed of in a manner satisfactory to
     Seller and the Trustee.

          (b) Except as provided in Section 6.12 or 7.2 or this subsection
                                    ------------    ---         ----------
     6.3(b), Seller shall not transfer the Seller Interest or any interest
     ------
     therein other than participations granted under the Receivables Purchase
     Agreement. Seller may from time to time transfer a portion of the Seller
     Interest upon satisfaction of the following conditions:

               (i) the Seller Amount shall not be less than the Minimum Seller
          Amount, in each case as of the date of, and deducting the transferred
          portion of, such transfer;

               (ii) the Rating Agency Condition shall have been satisfied with
          respect to such transfer; and

               (iii) Seller shall have delivered to Trustee and each Rating
          Agency an Opinion of Counsel to the effect that such transfer does not
          adversely affect any of the conclusions stated in opinions as to
          federal income tax delivered on any Closing Date, dated the date of
          such transfer, with respect thereto.

          Any portion of the Seller Interest transferred as described above may
     be further transferred only upon satisfaction of the conditions set forth
     in clauses (ii) and (iii) above.
        ------------      ---

                                       57

<PAGE>

          (c) The Transfer Agent and Registrar will maintain at its expense in
     the Borough of Manhattan, The City of New York, an office or offices or
     agency or agencies where Investor Certificates may be surrendered for
     registration of transfer or exchange.

          Section 6.4 Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
                      -------------------------------------------------
     any mutilated Certificate is surrendered to the Transfer Agent and
     Registrar, and the Transfer Agent and Registrar receives evidence to its
     satisfaction of the destruction, loss or theft of any Certificate and (b)
     there is delivered to the Transfer Agent and Registrar and the Trustee such
     security or indemnity as may be required by them (which unsecured agreement
     of indemnity by an institutional Certificateholder shall be sufficient for
     such purposes) to save each of them harmless, then, in the absence of
     notice to the Trustee that such Certificate has been acquired by a bona
     fide purchaser, the Trustee shall execute and deliver, in exchange for or
     in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
     Certificate of like tenor and aggregate Undivided Interest. In connection
     with the issuance of any new Certificate under this Section 6.4, the
                                                         -----------
     Trustee or the Transfer Agent and Registrar may require the payment of a
     sum sufficient to cover any tax or other governmental charge that may be
     imposed in relation thereto and any other expenses (including the fees and
     expenses of the Trustee and the Transfer Agent and Registrar) connected
     therewith. Any duplicate Certificate issued pursuant to this Section 6.4
                                                                  -----------
     shall constitute complete and indefeasible evidence of ownership in the
     Trust, as if originally issued, whether or not the lost, stolen or
     destroyed Certificate shall be found at any time.

          Section 6.5 Persons Deemed Owners. Prior to due presentation of a
                      ---------------------
     Certificate for registration of transfer, the Trustee and the Paying Agent,
     the Transfer Agent and Registrar and any agent of any of them may treat the
     person in whose name any Certificate is registered as the owner of such
     Certificate for the purpose of receiving distributions pursuant to Article
                                                                        -------
     V (as described in any Supplement) and for all other purposes whatsoever,
     -
     and neither the Trustee and the Paying Agent, the Transfer Agent and
     Registrar nor any agent of any of them shall be affected by any notice to
     the contrary; provided, however, that in determining whether the holders of
                   --------  -------
     Investor Certificates evidencing the requisite Undivided Interests have
     given any request, demand, authorization, direction, notice, consent or
     waiver hereunder, Investor Certificates owned by Seller, the Servicer or
     any Affiliate thereof shall be disregarded and deemed not to be
     outstanding, except that, in determining whether the Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver, only Investor Certificates which a
     Responsible Officer in the Corporate Trust Office of the Trustee knows to
     be so owned shall be so disregarded. Investor Certificates so owned which
     have been pledged in good faith shall not be disregarded and may be
     regarded as outstanding if the pledgee establishes to the satisfaction of
     the Trustee the pledgee's right so to

                                       58

<PAGE>

     act with respect to such Investor Certificates and that the pledgee is not
     Seller, the Servicer or an Affiliate thereof.

          Section 6.6 Appointment of Paying Agent.
                      ---------------------------

          (a) The Paying Agent shall make distributions to Investor
     Certificateholders from the Distribution Account pursuant to Articles IV
                                                                  -----------
     and V hereof. Any Paying Agent shall have the revocable power to withdraw
         -
     funds from the Distribution Account for the purpose of making distributions
     referred to above. The Trustee may revoke such power and remove the Paying
     Agent for a particular Series, if the Trustee determines in its sole
     discretion that the Paying Agent shall have failed to perform its
     obligations under this Agreement in any material respect. The Paying Agent,
     unless the Supplement relating to any Series states otherwise, shall
     initially be the Trustee. The Trustee shall be permitted to resign as
     Paying Agent upon 30 days' written notice to Seller. In the event that the
     Trustee shall no longer be the Paying Agent, the Trustee shall appoint a
     successor. Each Paying Agent must be acceptable to Seller and the Servicer.
     The provisions of Sections 11.1, 11.2 and 11.3 shall apply to the Trustee
                       -------------  ----     ----
     also in its role as Paying Agent, for so long as the Trustee shall act as
     Paying Agent.

          (b) The Trustee shall cause the Paying Agent (other than itself) to
     execute and deliver to the Trustee an instrument in which such Paying Agent
     shall agree with the Trustee that such Paying Agent will hold all sums, if
     any, held by it for payment to the Investor Certificateholders in trust for
     the benefit of the Investor Certificateholders entitled thereto until such
     sums shall be paid to such Certificateholders and shall agree, and if the
     Trustee is the Paying Agent it hereby agrees, that it shall comply with all
     requirements of the Internal Revenue Code regarding the withholding of
     payments in respect of federal income taxes due from Certificate Owners by
     the Trustee.

          Section 6.7 Access to List of Certificateholders' Names and Addresses.
                      ---------------------------------------------------------
     The Trustee will furnish or cause to be furnished by the Transfer Agent and
     Registrar to the Servicer or the Paying Agent, within five Business Days
     after receipt by the Trustee of a request therefor from the Servicer or the
     Paying Agent, respectively, in writing, a list in such form as the Servicer
     or the Paying Agent may reasonably require, of the names and addresses of
     the Investor Certificateholders as of the most recent Record Date for
     payment of distributions to Investor Certificateholders. If Holders of
     Investor Certificates (the "Applicants") evidencing Undivided Interests
                                 ----------
     aggregating not less than 10% of the Investor Amount of the Investor
     Certificates of any Series apply in writing to the Trustee, and such
     application states that the Applicants desire to communicate with other
     Investor Certificateholders of any Series with respect to their rights
     under this Agreement or under the Investor Certificates and is accompanied
     by a copy of the communication which such Applicants propose to transmit,
     then the Trustee, after having been adequately

                                       59

<PAGE>

     indemnified by the Seller for its costs and expenses, shall afford or shall
     cause the Transfer Agent and Registrar to afford such Applicants access
     during normal business hours to the most recent list of Certificateholders
     held by the Trustee and shall give the Servicer notice that such request
     has been made, within five Business Days after the receipt of such
     application. Such list shall be as of a date no more than 45 days prior to
     the date of receipt of such Applicants' request. Every Certificateholder,
     by receiving and holding a Certificate, agrees with the Trustee that
     neither the Trustee, the Transfer Agent and Registrar, nor any of their
     respective agents shall be held accountable by reason of the disclosure of
     any such information as to the names and addresses of the
     Certificateholders hereunder, regardless of the source from which such
     information was obtained.

          Section 6.8 Authenticating Agent.
                      --------------------

          (a) The Trustee may appoint one or more authenticating agents with
     respect to the Certificates which shall be authorized to act on behalf of
     the Trustee in authenticating the Certificates in connection with the
     issuance, delivery, registration of transfer, exchange or repayment of
     Certificates. Whenever reference is made in this Agreement to the
     authentication of Certificates by the Trustee or the Trustee's certificate
     of authentication, such reference shall be deemed to include authentication
     on behalf of the Trustee by an authenticating agent and a certificate of
     authentication executed on behalf of the Trustee by an authenticating
     agent. Each authenticating agent must be acceptable to Seller and the
     Servicer.

          (b) Any institution succeeding to the corporate agency business of an
     authenticating agent shall continue to be an authenticating agent without
     the execution or filing of any paper or any further act on the part of the
     Trustee or such authenticating agent.

          (c) An authenticating agent may at any time resign by giving written
     notice of resignation to the Trustee and to Seller. The Trustee may at any
     time terminate the agency of an authenticating agent by giving notice of
     termination to such authenticating agent and to Seller. Upon receiving such
     a notice of resignation or upon such a termination, or in case at any time
     an authenticating agent shall cease to be acceptable to the Trustee or
     Seller or the Servicer, the Trustee promptly may appoint a successor
     authenticating agent. Any successor authenticating agent upon acceptance of
     its appointment hereunder shall become vested with all the rights, powers
     and duties of its predecessor hereunder, with like effect as if originally
     named as an authenticating agent. No successor authenticating agent shall
     be appointed unless acceptable to the Trustee, Seller and the Servicer.

          (d) The Servicer agrees to pay each authenticating agent from time to
     time reasonable compensation for its services under this Section 6.8, and
                                                              -----------
     the Trustee

                                       60

<PAGE>

     shall be entitled to be reimbursed and Servicer shall reimburse the Trustee
     for such reasonable payments actually made, subject to the provisions of
     Section 11.5.
     -------------

          (e) The provisions of Sections 11.1, 11.2 and 11.3 shall be applicable
                                -------------  ----     ----
     to any authenticating agent.

          (f) Pursuant to an appointment made under this Section 6.8, the
                                                         -----------
     Certificates may have endorsed thereon, in lieu of the Trustee's
     certificate of authentication, an alternate certificate of authentication
     in substantially the following form:

          This is one of the Certificates described in the Pooling and Servicing
     Agreement.


                                                 -------------------------------
                                                 as Authenticating Agent for the
                                                 Trustee,


                                                 By:----------------------------
                                                        Authorized Officer

          Section 6.9 Book-Entry Certificates. Unless otherwise provided in any
                      -----------------------
     related Supplement, the Investor Certificates of any Series upon original
     issuance, shall be issued in the form of a one or more typewritten
     Certificates representing the Book-Entry Certificates, to be delivered to
     the Clearing Agency specified in the Supplement for such Series, by, or on
     behalf of, Seller. The Investor Certificates of each Series shall, unless
     otherwise provided in the related Supplement, initially be registered on
     the Certificate Register in the name of the nominee of the Clearing Agency,
     and no Certificate Owner will receive a definitive certificate representing
     such Certificate Owner's interest in the Investor Certificates, except as
     provided in Section 6.11. Unless and until definitive, fully registered
                 ------------
     Investor Certificates of any Series (the "Definitive Certificates") have
                                               -----------------------
     been issued to Certificate Owners:

               (i) the provisions of this Section 6.9 shall be in full force and
                                          -----------
          effect with respect to each such Series;

               (ii) Seller, the Servicer, the Paying Agent, the Transfer Agent
          and Registrar and the Trustee may deal with the related Clearing
          Agency and the related Clearing Agency Participants for all purposes
          (including the making of distributions on the Investor Certificates of
          each such Series) as the authorized representatives of such
          Certificate Owners;

                                       61

<PAGE>

               (iii) to the extent that the provisions of this Section 6.9
                                                               -----------
          conflict with any other provisions of this Agreement, the provisions
          of this Section 6.9 shall control with respect to each such Series;
                  -----------
          and

               (iv) the rights of Certificate Owners of each such Series shall
          be exercised only through the Clearing Agency and the applicable
          Clearing Agency Participants and shall be limited to those established
          by law and agreements between such Certificate Owners and the Clearing
          Agency and/or the Clearing Agency Participants. Pursuant to the
          Depository Agreement applicable to a Series, unless and until
          Definitive Certificates are issued pursuant to Section 6.11, the
                                                         ------------
          initial Clearing Agency will make book-entry transfers among the
          Clearing Agency Participants and receive and transmit distributions of
          principal and interest on the Investor Certificates to such Clearing
          Agency Participants.

          Section 6.10 Notices to Clearing Agency. Whenever notice or other
                       --------------------------
     communication to the Certificateholders of a Series is required under this
     Agreement, unless and until Definitive Certificates shall have been issued
     to the Certificate Owners of such Series, the Trustee shall give all such
     notices and communications specified herein to be given to Holders of the
     Investor Certificates of such Series to the Clearing Agency.

          Section 6.11 Definitive Certificates Initially Issued as Book-Entry
                       ------------------------------------------------------
     Certificates. If (i)(A) Seller advises the Trustee in writing that the
     ------------
     Clearing Agency is no longer willing or able properly to discharge its
     responsibilities under the related Depository Agreement, and (B) the
     Trustee or Seller is unable to locate a qualified successor, (ii) Seller,
     at its option, advises the Trustee in writing that it elects to terminate
     the book-entry system through such Clearing Agency or (iii) after the
     occurrence of a Servicer Default, Certificate Owners of a Series
     representing beneficial interests aggregating not less than 50% of the
     Investor Amount of a Series advise the Trustee and the related Clearing
     Agency through the related Clearing Agency Participants in writing that the
     continuation of a book-entry system through such Clearing Agency is no
     longer in the best interests of the Certificate Owners, the Trustee shall
     notify all Certificate Owners of such Series through such Clearing Agency,
     of the occurrence of any such event and of the availability of Definitive
     Certificates to Certificate Owners requesting the same. Upon surrender to
     the Trustee of the Investor Certificates of such Series by the related
     Clearing Agency, accompanied by registration instructions from the related
     Clearing Agency for registration, the Trustee shall issue the Definitive
     Certificates of such Series. Neither Seller nor the Trustee shall be liable
     for any delay in delivery of such instructions and may conclusively rely
     on, and shall be protected in relying on, such instructions. Upon the
     issuance of Definitive Certificates of such Series all references herein to
     obligations imposed upon or to be performed by the Clearing Agency shall be
     deemed to be imposed upon and performed by the Trustee, to the extent
     applicable

                                       62

<PAGE>

     with respect to such Definitive Certificates and the Trustee shall
     recognize the Holders of the Definitive Certificates of such Series as
     Certificateholders of such Series hereunder.

          Section 6.12 New Issuances.
                       -------------

          (a) Upon any Exchange, Seller shall under Section 6.1 deliver to the
                                                    -----------
     Trustee for execution and authentication under Section 6.2, one or more new
                                                    -----------
     Series of Investor Certificates. Any such Series of Investor Certificates
     shall be substantially in the form specified in the related Supplement and
     shall bear, upon its face, the designation for the Series to which it
     belongs, as selected by Seller. Except as specified in any Supplement for a
     related Series, all Investor Certificates of any Series shall rank pari
                                                                        ----
     passu and be equally and ratably entitled as provided herein to the
     -----
     benefits hereof (except that the Enhancement provided for any Series shall
     not be available for any other Series) without preference, priority or
     distinction on delivery, all in accordance with terms and provisions of
     this Agreement and the related Supplement.

          (b) Seller may require Trustee to issue to Seller under Section 6.1,
                                                                  -----------
     for execution and redelivery to Trustee for authentication under Section
                                                                      -------
     6.2, one or more newly issued Series of Investor Certificates in exchange
     ---
     for a reduction in the Seller Interest (any such transfer, a "Seller
                                                                   ------
     Exchange"). In addition, to the extent permitted for any Series of Investor
     --------
     Certificates as specified in the related Supplement, the Investor
     Certificateholders of such Series may tender their Investor Certificates to
     the Trustee pursuant to the terms and conditions set forth in such
     Supplement in exchange for one or more newly issued Series of Investor
     Certificates (an "Investor Exchange"). The Seller Exchange and Investor
                       -----------------
     Exchange are referred to collectively herein as an "Exchange." The holder
     of the Seller Interest or Investor Certificateholders, as applicable, may
     perform an Exchange by notifying the Trustee in writing at least five days
     (but in no event less than three Business Days) in advance (an "Exchange
                                                                     --------
     Notice") of the date upon which the Exchange is to occur (an "Exchange
     ------                                                        --------
     Date"). Any Exchange Notice shall state the designation of any Series to be
     ----
     issued on the Exchange Date and, with respect to each such Series: (i) its
     Initial Investor Amount (or the method of calculating such Initial Investor
     Amount), (ii) its Certificate Rate (or the method of allocating interest
     payments or other cash flows to such Series), if any, and (iii) the
     Enhancement Provider, if any, with respect to such Series. On the Exchange
     Date, the Trustee shall authenticate and deliver any such Series of
     Investor Certificates only upon delivery to it of the following: (A) a
     Supplement in form satisfactory to the Trustee satisfying the criteria set
     forth in subsection 6.12(c) executed by the Seller and specifying the
              ------------------
     Principal Terms of such Series, (B) the applicable Enhancement, if any, (C)
     the agreement, if any, pursuant to which the Enhancement Provider agrees to
     provide the Enhancement, if any, (D) an Opinion of Counsel dated the
     Exchange Date with respect to such Exchange, to the effect that, for
     federal income tax purposes, (1) such Exchange will not

                                       63

<PAGE>

     adversely affect the tax characterization as debt of the Investor
     Certificates of any outstanding Series or Class that was characterized as
     debt at the time of its issuance, (2) such action will not cause the Trust
     to be deemed to be an association (or publicly traded partnership) taxable
     as a corporation, (3) such Exchange will not cause or constitute an event
     in which gain or loss would be recognized by any Investor Certificateholder
     and (4) except as is otherwise provided in a Supplement, the Investor
     Certificates of the Series established pursuant to such Supplement will be
     properly characterized as debt, (E) evidence that the Rating Agency
     Condition has been satisfied with respect to such Exchange, (F) an
     Officer's Certificate of the Seller that on the Exchange Date (1) the
     Seller, after giving effect to the Exchange, would not be required to add
     Additional Accounts pursuant to subsection 2.6(a) and (2) after giving
                                     -----------------
     effect to such Exchange, the Aggregate Principal Balance would be at least
     equal to the Minimum Aggregate Principal Balance, and (G) the existing
     Investor Certificates, in the case of an Investor Exchange. Upon
     satisfaction of such conditions, Trustee shall issue as provided above,
     such Series of Investor Certificates, dated the Exchange Date and, in the
     case of an Investor Exchange, cancel the Investor Certificates tendered in
     exchange for the new Series. There is no limit to the number of Issuances
     that may be performed under this Agreement.

          (c) In conjunction with an Exchange, the parties hereto shall execute
     a Supplement, which shall specify the relevant terms with respect to any
     newly issued Series of Investor Certificates, which may including without
     limitation: (i) its name or designation, (ii) an Initial Investor Amount or
     the method of calculating the Initial Investor Amount, (iii) the
     Certificate Rate (or formula for the determination thereof), (iv) the
     Closing Date, (v) the Rating Agency or Agencies rating such Series, (vi)
     the name of the Clearing Agency, if any, (vii) the rights of the holder of
     the Seller Interest that have been transferred to the Holders of such
     Series pursuant to such Exchange (including any rights to allocations of
     Collections of Finance Charge Receivables and Principal Receivables),
     (viii) the interest payment date or dates and the date or dates from which
     interest shall accrue, (ix) the method of allocating Collections with
     respect to Principal Receivables for such Series and, if applicable, with
     respect to other Series and the method by which the principal amount of
     Investor Certificates of such Series shall amortize or accrete and the
     method for allocating Collections with respect to Finance Charge
     Receivables and Receivables in Defaulted Accounts, (x) the names of any
     accounts to be used by such Series and the terms governing the operation of
     any such account, (xi) the Series Servicing Fee Percentage, (xii) the
     Minimum Seller Amount, (xiii) the Series Termination Date, (xiv) the terms
     of any Enhancement with respect to such Series, (xv) the Enhancement
     Provider, if applicable, (xvi) the Base Rate applicable to such Series,
     (xvii) the terms on which the Certificates of such Series may be
     repurchased or remarketed to other investors, (xviii) any deposit into any
     account provided for such Series, (xix) the number of Classes of such
     Series, and if more than one Class, the rights and priorities of each such
     Class, (xx) whether Interchange, Recoveries or other fees will be included
     in the funds available to be paid for such Series, (xxi) the

                                       64

<PAGE>

     priority of any Series with respect to any other Series, (xxii) the rights,
     if any, of the holders of the Seller Interest that have been transferred to
     the holders of such Series, and (xxiii) any other relevant terms of such
     Series (including whether or not such Series will be pledged as collateral
     for an issuance of any other securities, including commercial paper) (all
     such terms, the "Principal Terms" of such Series). The terms of such
                      ---------------
     Supplement may modify or amend the terms of this Agreement solely as
     applied to such new Series. If on the date of the issuance of such Series
     there is issued and outstanding one or more Series of Investor Certificates
     and no Series of Investor Certificates is currently rated by a Rating
     Agency, then as a condition to such Exchange a nationally recognized
     investment banking firm or commercial bank shall also deliver to the
     Trustee an officer's certificate stating, in substance, that the Exchange
     will not have an adverse effect on the timing or distribution of payments
     to such other Series of Investor Certificates then issued and outstanding.

                                   ARTICLE VII

                        OTHER MATTERS RELATING TO SELLER

          Section 7.1 Liability of Seller. Seller shall be liable in accordance
                      -------------------
     herewith to the extent, and only to the extent, of the obligations
     specifically undertaken by Seller hereunder.

          Section 7.2 Merger or Consolidation of, or Assumption of the
                      ------------------------------------------------
     Obligations of, Seller.
     ----------------------

          (a) Seller shall not consolidate with or merge into any other Person
     or convey or transfer its properties and assets substantially as an
     entirety to any Person, unless:

               (i) the Person formed by such consolidation or into which Seller
          is merged or the Person which acquires by conveyance or transfer the
          properties and assets of Seller substantially as an entirety shall be,
          if Seller is not the surviving entity, organized and existing under
          the laws of the United States of America or any State or the District
          of Columbia and shall expressly assume, by an agreement supplemental
          hereto, executed and delivered to the Trustee, in form satisfactory to
          the Trustee, the performance of every covenant and obligation of
          Seller, as applicable hereunder, and shall benefit from all the rights
          granted to Seller, as applicable hereunder. To the extent that any
          right, covenant or obligation of Seller, as applicable hereunder, is
          inapplicable to the successor entity, such successor entity shall be
          subject to such covenant or obligation, or benefit from such right, as
          would apply, to the extent practicable, to such successor entity. In
          furtherance hereof, in applying this Section 7.2 to a successor
                                               -----------
          entity, Section 9.2 shall be applied by reference to events of
                  -----------
          involuntary liquidation,

                                       65

<PAGE>

          receivership or conservatorship applicable to such successor entity as
          such be set forth in the Officer's Certificate described in subsection
                                                                      ----------
          7.2(a)(ii);
          ----------

               (ii) Seller shall have delivered to the Trustee an Officer's
          Certificate of Seller and an Opinion of Counsel, each stating that
          such consolidation, merger, conveyance or transfer and such
          supplemental agreement comply with this Section 7.2 and that all
                                                  -----------
          conditions precedent herein provided for relating to such transaction
          have been complied with and, in the case of the Opinion of Counsel,
          that such supplemental agreement is legal, valid and binding with
          respect to Seller; and

               (iii) Seller shall have delivered notice to each Rating Agency of
          such consolidation, merger, conveyance or transfer.

          (b) The obligations of Seller hereunder shall not be assignable nor
     shall any Person succeed to the obligations of Seller hereunder except for
     mergers, consolidations, assumptions or transfers in accordance with the
     provisions of the foregoing paragraph.

          Section 7.3 Limitation on Liability of Seller. Neither Seller nor any
                      ---------------------------------
     of the directors or officers or employees or agents of Seller shall be
     under any liability to the Trust, the Trustee, the Certificateholders or
     any other Person for any action taken or for refraining from the taking of
     any action pursuant to this Agreement whether arising from express or
     implied duties under this Agreement; provided, however, that this provision
                                          --------  -------
     shall not protect Seller or any such person against any liability which
     would otherwise be imposed by reason of willful misfeasance, bad faith or
     negligence in the performance of duties or by reason of its willful
     misconduct hereunder; and provided, further, that Seller shall be liable
                               --------  -------
     for any actual damages resulting directly from Seller's material failure to
     perform any of its obligations under this Agreement, but only if and to the
     extent that another remedy is not provided for and available hereunder.
     Seller and any director or officer or employee or agent of Seller may rely
     in good faith on any document of any kind prima facie properly executed and
                                               ----- -----
     submitted by any Person respecting any matters arising hereunder.
     Notwithstanding anything to the contrary in this Agreement or any other
     Transaction Document, any payment by the Seller pursuant to this Section
                                                                      -------
     7.3 shall only be made to the extent the Seller has funds available for
     ---
     such purpose after amounts payable to Securityholders (as defined in the
     Receivables Purchase Agreement) have been paid in full. Each party hereto
     agrees that the failure to make such payment shall not give rise to any
     claim against the Seller.

                                       66

<PAGE>

                                  ARTICLE VIII

                     OTHER MATTERS RELATING TO THE SERVICER

          Section 8.1 Liability of the Servicer. The Servicer shall be liable in
                      -------------------------
     accordance herewith only to the extent of the obligations specifically
     undertaken by the Servicer in such capacity herein.

          Section 8.2 Merger or Consolidation of, or Assumption of the
                      ------------------------------------------------
     Obligations of, the Servicer. The Servicer shall not consolidate with or
     ----------------------------
     merge into any other corporation or convey or transfer its properties and
     assets substantially as an entirety to any Person, unless:

               (i) the Person formed by such consolidation or into which the
          Servicer is merged or the Person which acquires by conveyance or
          transfer the properties and assets of the Servicer substantially as an
          entirety shall be a corporation or a banking association organized and
          existing under the laws of the United States of America or any State
          or the District of Columbia, and, if the Servicer is not the surviving
          entity, shall expressly assume, by an agreement supplemental hereto,
          executed and delivered to the Trustee in form satisfactory to the
          Trustee, the performance of every covenant and obligation of the
          Servicer hereunder;

               (ii) The Servicer has delivered notice of such consolidation,
          merger, conveyance or transfer to each of the Rating Agencies; and

               (iii) the Servicer has delivered to the Trustee and each
          Enhancement Provider an Officer's Certificate and an Opinion of
          Counsel each stating that such consolidation, merger, conveyance or
          transfer and such supplemental agreement comply with this Section 8.2
                                                                    -----------
          and that all conditions precedent herein provided for relating to such
          transaction have been complied with.

          Section 8.3 Limitation on Liability of the Servicer and Others. Except
                      --------------------------------------------------
     as provided in Section 8.4 with respect to the Trust and the Trustee,
                    -----------
     neither the Servicer nor any of the directors or officers or employees or
     agents of the Servicer shall be under any liability to the Trust, the
     Trustee, the Certificateholders or any other Person for any action taken or
     for refraining from the taking of any action in its capacity as Servicer
     pursuant to this Agreement; provided, however, that this provision shall
                                 --------  -------
     not protect the Servicer or any such person against any liability which
     would otherwise be imposed by reason of willful misfeasance, bad faith or
     negligence in the performance of duties or by reason of its willful
     misconduct hereunder. The Servicer and any director or officer or employee
     or agent of the Servicer may rely in good faith on any document of any kind
     prima facie properly
     ----- -----

                                       67

<PAGE>

     executed and submitted by any Person respecting any matters arising
     hereunder. The Servicer shall not be under any obligation to appear in,
     prosecute or defend any legal action which does not arise out of its
     activities in servicing the Receivables in accordance with this Agreement
     which in its reasonable opinion may involve it in any expense or liability.

          Section 8.4 Indemnification of the Trust and the Trustee. The Servicer
                      --------------------------------------------
     shall indemnify and hold harmless the Trust and the Trustee from and
     against any loss, liability, expense, damage or injury suffered or
     sustained by reason of any acts, omissions or alleged acts or omissions
     arising out of activities of the Trust or the Trustee pursuant to this
     Agreement, including those arising from acts or omissions of the Servicer
     pursuant to this Agreement, including, but not limited to any judgment,
     award, settlement, reasonable attorneys' fees and other costs or expenses
     incurred in connection with the defense of any actual or threatened action,
     proceeding or claim; provided, however, that the Servicer shall not
                          --------  -------
     indemnify the Trust or the Trustee if such acts, omissions or alleged acts
     or omissions constitute fraud, negligence, breach of fiduciary duty or
     misconduct by the Trustee; provided further, that the Servicer shall not
                                ----------------
     indemnify the Trust, the Trustee, any Investor Certificateholders or any
     Certificate Owners for any liabilities, costs or expenses of the Trust with
     respect to any action taken by the Trustee at the request of such Investor
     Certificateholders; provided further, that the Servicer shall not indemnify
                         ----------------
     the Trust, any Investor Certificateholders or any Certificate Owners as to
     any losses, claims or damages incurred by any of them in their capacities
     as investors, including without limitation losses incurred as a result of
     defaulted Receivables or Receivables which are written off as
     uncollectible; and provided further, that the Servicer shall not indemnify
                        ----------------
     the Trust, any Investor Certificateholders or the Certificate Owners for
     any liabilities, costs or expenses of the Trust, such Investor
     Certificateholders or the Certificate Owners arising under any tax law,
     including without limitation any federal, state or local income or
     franchise taxes or any other tax imposed on or measured by income (or any
     interest or penalties with respect thereto or arising from a failure to
     comply therewith) required to be paid by the Trust, such Investor
     Certificateholders or such Certificate Owners in connection herewith to any
     taxing authority. The provisions of this indemnity shall run directly to
     and be enforceable by an injured party subject to the limitations hereof.

          Any indemnification pursuant to this Section shall not be payable from
     the assets of the Trust.

          The obligations of the Servicer under this Section 8.4 shall survive
                                                     -----------
     the termination of the Trust and the resignation or removal of the Trustee.

          Section 8.5 The Servicer Not to Resign. The Servicer shall not resign
                      --------------------------
     from the obligations and duties hereby imposed on it except upon
     determination that (i) the performance of its duties hereunder is or
     becomes impermissible under

                                       68

<PAGE>

     applicable law and (ii) there is no reasonable action which the Servicer
     could take to make the performance of its duties hereunder permissible
     under applicable law. Any such determination permitting the resignation of
     the Servicer shall be evidenced as to clause (i) above by an Opinion of
                                           ----------
     Counsel to such effect delivered to the Trustee. No such resignation shall
     become effective until the Trustee or a Successor Servicer shall have
     assumed the responsibilities and obligations of the Servicer in accordance
     with Section 10.2. If the Trustee is unable within 120 days of the date of
          ------------
     such determination to appoint a Successor Servicer, the Trustee shall serve
     as Successor Servicer hereunder. Notice of any resignation by the Servicer
     shall be given to each Rating Agency by the resigning Servicer.

          Section 8.6 Access to Certain Documentation and Information Regarding
                      ---------------------------------------------------------
     the Receivables. The Servicer shall provide to the Trustee access to the
     ---------------
     documentation regarding the Accounts and the Receivables in such cases
     where the Trustee is required in connection with the enforcement of the
     rights of the Investor Certificateholders, or by applicable statutes or
     regulations to review such documentation, such access being afforded
     without charge but only (i) upon reasonable request, (ii) during normal
     business hours, (iii) subject to the Servicer's normal security and
     confidentiality procedures and (iv) at offices designated by the Servicer.
     Nothing in this Section 8.6 shall derogate from the obligation of Seller,
                     -----------
     the Trustee or the Servicer to observe any applicable law prohibiting
     disclosure of information regarding the Obligors and the failure of the
     Servicer to provide access as provided in this Section 8.6 as a result of
                                                    -----------
     such obligation shall not constitute a breach of this Section 8.6.
                                                           -----------

          Section 8.7 Delegation of Duties. It is understood and agreed by the
                      --------------------
     parties hereto that the Servicer may delegate certain of its duties
     hereunder to Total Systems Services, Inc., a Georgia corporation and to
     First Data Resources Inc., a Delaware corporation. In addition, in the
     ordinary course of business, the Servicer may at any time delegate any
     duties hereunder to any other Person who agrees to conduct such duties in
     accordance with the Cardholder Guidelines. Any such delegations shall not
     relieve the Servicer of its liability and responsibility with respect to
     such duties, and shall not constitute a resignation within the meaning of
     Section 8.5.
     -----------

          Section 8.8 Examination of Records. The Servicer shall clearly and
                      ----------------------
     unambiguously identify each Account (including any Additional Account
     designated pursuant to Section 2.6) in its computer or other records to
                            -----------
     reflect that the Receivables arising in such Account have been transferred
     by Seller to the Trust pursuant to this Agreement. The Servicer shall,
     prior to the sale or transfer to a third party of any receivable held in
     its custody, examine its computer and other records to determine that such
     receivable is not a Receivable.

                                       69

<PAGE>

                                   ARTICLE IX

                                 PAY OUT EVENTS

          Section 9.1 Pay Out Events. If any one of the following events shall
                      --------------
     occur during either the Revolving Period or the Controlled Amortization
     Period with respect to any Series of the Investor Certificates:

          (a) Seller or FCNB shall (i) become insolvent, (ii) fail to pay its
     debts generally as they become due, (iii) voluntarily seek, consent to, or
     acquiesce in the benefit or benefits of any Debtor Relief Law, (iv) become
     a party to (or be made the subject of) any proceeding provided for by any
     Debtor Relief Law, other than as a creditor or claimant, and, in the event
     such proceeding is involuntary, (A) within 10 business days after Seller or
     FCNB has knowledge of such proceeding or the filing thereof either (1) the
     petition instituting same has not been dismissed or (2) an order has not
     been entered by the court having jurisdiction which allows continued
     transfer to the Trust of Principal Receivables with no adverse effect to
     the Trust or the Investor Certificateholders or (B) an order as
     contemplated in clause (A)(2) above having previously been entered, is no
                     -------------
     longer in effect other than by reason of the termination of such
     proceeding, or (v) become unable for any reason to transfer Receivables to
     the Trust or Seller in accordance with the provisions of this Agreement or
     the Receivables Purchase Agreement, as the case may be; or

          (b) the Trust or Seller shall become an "investment company" within
     the meaning of the Investment Company Act of 1940, as amended;

     a pay out event (a "Trust Pay Out Event") shall occur without any notice or
                         -------------------
     other action on the part of the Trustee or the Investor Certificateholders,
     immediately upon the occurrence of such event.

          Section 9.2 Additional Rights Upon the Occurrence of Certain Events.
                      -------------------------------------------------------
     If Seller shall consent to the appointment of a conservator or receiver or
     liquidator for the winding-up or liquidation of its affairs, or a decree or
     order of a court or agency or supervisory authority having jurisdiction in
     the premises for the appointment of a conservator or receiver or liquidator
     for the winding-up or liquidation of its affairs shall have been entered
     against Seller (an "Insolvency Event"), Seller shall on the day of such
                         ----------------
     Insolvency Event immediately cease to transfer Principal Receivables and
     Discount Option Receivables to the Trust and shall promptly give notice to
     Trustee of such Insolvency Event. Notwithstanding any cessation of the
     transfer to the Trust of additional Principal Receivables and Discount
     Option Receivables, Finance Charge Receivables, whenever created, accrued
     in respect of Principal Receivables or Discount Option Receivables which
     have been transferred to the Trust shall continue to be a part of the
     Trust, and Collections with respect thereto shall continue to be allocated
     and paid in accordance with Article IV.
                                 ----------

                                       70

<PAGE>

                                    ARTICLE X

                                SERVICER DEFAULTS

          Section 10.1 Servicer Defaults. If any one of the following events (a
                       -----------------
     "Servicer Default") shall occur and be continuing:
      ----------------

          (a) any failure by the Servicer to make any payment, transfer or
     deposit or to give instructions or notice to the Trustee pursuant to
     Article IV or to make any required drawing, withdrawal, or payment under
     ----------
     any Enhancement on or before the date occurring three Business Days after
     the date such payment, transfer, deposit, withdrawal or drawing, or such
     instruction or notice is required to be made or given, as the case may be,
     under the terms of this Agreement; or

          (b) failure on the part of the Servicer duly to observe or perform in
     any material respect any other covenants or agreements of the Servicer set
     forth in this Agreement which has a material adverse effect on the
     Certificateholders, which continues unremedied for a period of 30 days
     after the earlier to occur of (i) knowledge by a Responsible Officer of the
     Servicer of such failure, or (ii) the date on which written notice of such
     failure requiring the same to be remedied shall have been given to the
     Servicer by the Trustee, or to the Servicer and the Trustee by the Holders
     of Investor Certificates evidencing Undivided Interests aggregating not
     less than 25% of the Investor Amount of any Series affected thereby; or the
     Servicer's delegation of its duties under this Agreement except as
     permitted by Section 8.7; or
                  -----------

          (c) any representation, warranty or certification made by the Servicer
     in this Agreement or in any certificate delivered pursuant to this
     Agreement shall prove to have been incorrect when made, which has a
     material adverse effect on the rights of the Certificateholders and which
     continues to be incorrect in any material respect for a period of 30 days
     after the earlier to occur of (i) knowledge of same by a Responsible
     Officer of the Servicer, or (ii) the date on which written notice of such
     failure requiring the same to be remedied shall have been given to the
     Servicer by the Trustee, or to the Servicer and the Trustee by the Holders
     of Investor Certificates evidencing Undivided Interests aggregating not
     less than 25% of the Investor Amount of any Series affected thereby, or if
     such failure cannot be cured within such 30-day period owing to causes
     beyond the control of Servicer, if Servicer shall fail to proceed promptly
     to cure the same and prosecute the curing of such failure with diligence
     and continuity; or

          (d) the Servicer shall (i) become insolvent, (ii) fail to pay its
     debts generally as they become due, (iii) voluntarily seek, consent to, or
     acquiesce in the benefit or benefits of any Debtor Relief Law, or (iv)
     become a party to (or be made

                                       71

<PAGE>

     the subject of) any proceeding provided for by any Debtor Relief Law, other
     than as a creditor or claimant, and, in the event such proceeding is
     involuntary, the petition instituting same is not dismissed within 60 days
     after its filing;

     then, so long as such Servicer Default shall not have been remedied, either
     the Trustee, or the Holders of Investor Certificates evidencing Undivided
     Interests aggregating greater than 50% of the Investor Amount of any Series
     affected thereby, by notice then given in writing to the Servicer (and to
     the Trustee if given by the Investor Certificateholders) (a "Termination
                                                                  -----------
     Notice"), may terminate all of the rights and obligations of the Servicer
     ------
     as Servicer under this Agreement and in and to the Receivables and the
     proceeds thereof (other than its rights and interest, if any, as holder of
     the Seller Interest under this Agreement). After receipt by the Servicer of
     such Termination Notice, and on the date that a Successor Servicer shall
     have been appointed by the Trustee pursuant to Section 10.2, all authority
                                                    ------------
     and power of the Servicer under this Agreement shall pass to and be vested
     in a Successor Servicer; and, without limitation, the Trustee is hereby
     authorized and empowered (upon the failure of the Servicer to cooperate) to
     execute and deliver, on behalf of the Servicer, as attorney-in-fact or
     otherwise, all documents and other instruments upon the failure of the
     Servicer to execute or deliver such documents or instruments, and to do and
     accomplish all other acts or things necessary or appropriate to effect the
     purposes of such transfer of servicing rights. The Servicer agrees to
     cooperate with the Trustee and such Successor Servicer in effecting the
     termination of the responsibilities and rights of the Servicer to conduct
     servicing hereunder, including without limitation, the transfer to such
     Successor Servicer of all authority of the Servicer to service the
     Receivables provided for under this Agreement, including, without
     limitation, all authority over all Collections which shall on the date of
     transfer be held by the Servicer for deposit, or which have been deposited
     by the Servicer, in any Collection Account, Finance Charge Account or other
     Investor Account, or the Principal Account, or which shall thereafter be
     received with respect to the Receivables, and in assisting the Successor
     Servicer and in enforcing all rights to Insurance Proceeds. The Servicer
     shall promptly transfer its electronic records relating to the Receivables
     to the Successor Servicer in such electronic form as the Successor Servicer
     may reasonably request and shall promptly transfer to the Successor
     Servicer all other records, correspondence and documents necessary for the
     continued servicing of the Receivables in the manner and at such times as
     the Successor Servicer shall reasonably request. To the extent that
     compliance with this Section 10.1 shall require the Servicer to disclose to
                          ------------
     the Successor Servicer information of any kind which the Servicer
     reasonably deems to be confidential, the Successor Servicer shall be
     required to enter into such customary licensing and confidentiality
     agreements as the Servicer shall deem necessary to protect its interest.
     The Servicer shall, on the date of any servicing transfer, transfer all of
     its rights and obligations, if any, in respect of any Enhancement to the
     Successor Servicer.

                                       72

<PAGE>

          Section 10.2 Trustee to Act; Appointment of Successor.
                       ----------------------------------------

          (a) On and after the receipt by the Servicer of a Termination Notice
     pursuant to Section 10.1, the Servicer shall continue to perform all
                 ------------
     servicing functions under this Agreement until the date specified in the
     Termination Notice or otherwise specified by the Trustee in writing or, if
     no such date is specified in such Termination Notice or otherwise specified
     by the Trustee, until a date mutually agreed upon by the Servicer and
     Trustee. The Trustee shall as promptly as possible after the giving of a
     Termination Notice appoint (with the consent of the Holders of Investor
     Certificates evidencing Undivided Interests aggregating greater than 50% of
     the Investor Amount of each Series) a successor servicer (the "Successor
                                                                    ---------
     Servicer"), and such Successor Servicer shall accept its appointment by a
     --------
     written assumption in a form acceptable to the Trustee. The Trustee may
     obtain bids from any potential successor servicer. If the Trustee is unable
     to obtain any bids from any potential successor servicer and the Servicer
     delivers an Officer's Certificate to the effect that it cannot in good
     faith cure the Servicer Default which gave rise to a transfer of servicing,
     then the Trustee shall offer Seller the right to accept retransfer of all
     the Receivables and Seller may accept retransfer of all the Receivables,
     provided, however, that if the long-term unsecured debt obligations of
     --------  -------
     Seller are not rated at the time of such purchase at least Baa-3 by Moody's
     and BBB- by Standard & Poor's, no such retransfer shall occur unless Seller
     shall deliver an Opinion of Counsel reasonably acceptable to the Trustee
     that such retransfer would not constitute a fraudulent conveyance of
     Seller. The retransfer deposit amount for such a retransfer shall be equal
     to the higher of the sum of (i) the outstanding principal balance of the
     Investor Certificates, plus accrued interest thereon, at the Certificate
     Rate, through the date of retransfer and (ii) the average bid price quoted
     by two recognized dealers for a similar security rated in the highest
     rating category by Moody's and Standard & Poor's and having a remaining
     maturity substantially similar to the remaining maturity of the
     Certificates. In the event that a Successor Servicer has not been appointed
     and has not accepted its appointment at the time when the Servicer ceases
     to act as Servicer, the Trustee without further action shall automatically
     be appointed the Successor Servicer. Notwithstanding the above, the Trustee
     shall, if it is legally unable so to act, petition a court of competent
     jurisdiction to appoint any established financial institution having a net
     worth of not less than $100,000,000 and whose regular business includes the
     servicing of installment sales charge, credit and/or credit card account
     receivables as the Successor Servicer hereunder.

          (b) Upon its appointment, the Successor Servicer shall be the
     successor in all respects to the Servicer with respect to servicing
     functions under this Agreement and shall be subject to all the
     responsibilities, duties and liabilities relating thereto placed on the
     Servicer by the terms and provisions hereof, and all references in this
     Agreement to the Servicer shall be deemed to refer to the Successor
     Servicer. Any Successor Servicer, by its acceptance of its appointment,
     will

                                       73

<PAGE>

     automatically agree to be bound by the terms and provisions of any
     Enhancement to the extent that such terms apply to the Servicer.

          (c) In connection with such appointment and assumption, the Trustee
     shall be entitled to such compensation, or may make such arrangements for
     the compensation of the Successor Servicer out of Collections, as it and
     such Successor Servicer shall agree; provided, however, that no such
                                          --------  -------
     compensation shall be in excess of the Monthly Servicing Fees permitted to
     the Servicer pursuant to Section 3.2. The holder of the Seller Interest
                              -----------
     agrees that if the Servicer is terminated hereunder, it will agree, at the
     request of the Trustee or any Successor Servicer, to deposit a portion of
     the Collections in respect of Finance Charge Receivables that it is
     entitled to receive pursuant to Article IV, to pay its share of the
                                     ----------
     compensation of the Successor Servicer. Notwithstanding anything to the
     contrary in this Agreement or any other Transaction Document, any deposit
     by the Seller pursuant to this Section 10.2(c) shall only be made to the
                                    ---------------
     extent the Seller has funds available for such purpose after amounts
     payable to Securityholders (as defined in the Receivables Purchase
     Agreement) have been paid in full. Each party hereto agrees that the
     failure to make such deposit shall not give rise to any claim against the
     Seller.

          (d) All authority and power granted to the Successor Servicer under
     this Agreement shall automatically cease and terminate upon termination of
     the Trust pursuant to Section 12.1 and shall pass to and be vested in
                           ------------
     Seller and, without limitation, Seller is hereby authorized and empowered
     to execute and deliver, on behalf of the Successor Servicer, as
     attorney-in-fact or otherwise, all documents and other instruments, and to
     do and accomplish all other acts or things necessary or appropriate to
     effect the purposes of such transfer of servicing rights. The Successor
     Servicer agrees to cooperate with Seller in effecting the termination of
     the responsibilities and rights of the Successor Servicer to conduct
     servicing on the Receivables. The Successor Servicer shall transfer its
     electronic records relating to the Receivables to Seller in such electronic
     form as Seller may reasonably request and shall transfer all other records,
     correspondence and documents to Seller in the manner and at such times as
     Seller shall reasonably request. To the extent that compliance with this
     Section 10.2 shall require the Successor Servicer to disclose to Seller
     ------------
     information of any kind which the Successor Servicer deems to be
     confidential, Seller shall be required to enter into such customary
     licensing and confidentiality agreements as the Successor Servicer shall
     deem necessary to protect its interests.

          Section 10.3 Notification to Certificateholders. Upon the occurrence
                       ----------------------------------
     of any Servicer Default, the Servicer shall give prompt written notice
     thereof to the Trustee and the Trustee shall give notice to the Investor
     Certificateholders at their respective addresses appearing in the
     Certificate Register. Upon any termination or appointment of a Successor
     Servicer pursuant to this Article X, the Trustee shall give prompt written
                               ---------
     notice thereof to Investor Certificateholders at their respective

                                       74

<PAGE>

     addresses appearing in the Certificate Register. A copy of any notice given
     pursuant to this Section 10.3 shall be delivered to each Rating Agency.
                      ------------

          Section 10.4 Waiver of Past Defaults. The Holders of Investor
                       -----------------------
     Certificates evidencing Undivided Interests aggregating greater than 50% of
     the Investor Amount of any Series affected thereby may, on behalf of all
     Holders of Certificates, waive any default by the Servicer or Seller in the
     performance of its obligations hereunder and its consequences, except a
     default in the failure to make any required deposits or payments in
     accordance with Article IV, provided, however, that no such waiver shall
                     ----------  --------  -------
     affect any rights of, or obligations to, any Enhancement Provider
     hereunder. Upon any such waiver of a past default, such default shall cease
     to exist, and any default arising therefrom shall be deemed to have been
     remedied for every purpose of this Agreement. No such waiver shall extend
     to any subsequent or other default or impair any right consequent thereon
     except to the extent expressly so waived. Notice of any such waiver shall
     be given to each Rating Agency by the Servicer.

                                   ARTICLE XI

                                   THE TRUSTEE

          Section 11.1 Duties of Trustee.
                       -----------------

          (a) The Trustee, prior to the occurrence of a Servicer Default and
     after the curing of all Servicer Defaults which may have occurred,
     undertakes to perform such duties and only such duties as are specifically
     set forth in this Agreement. If a Servicer Default has occurred (which has
     not been cured or waived), the Trustee shall exercise such of the rights
     and powers vested in it by this Agreement, and use the same degree of care
     and skill in the exercise of such rights and powers, as a prudent person
     would exercise or use under the circumstances in the conduct of such
     person's own affairs.

          (b) The Trustee, upon receipt of all resolutions, certificates,
     statements, opinions, reports, documents, orders or other instruments
     furnished to the Trustee which are specifically required to be furnished
     pursuant to any provision of this Agreement, shall examine them to
     determine whether they conform to the requirements of this Agreement. The
     Trustee shall give prompt written notice to the Certificateholders of any
     material lack of conformity of any such instrument to the applicable
     requirements of this Agreement discovered by the Trustee which would
     entitle a specified percentage of the Certificateholders to take any action
     pursuant to this Agreement.

                                       75

<PAGE>

          (c) Subject to subsection 11.1(a), no provision of this Agreement
                         ------------------
     shall be construed to relieve the Trustee from liability for its own
     negligent action, its own negligent failure to act or its own misconduct;
     provided, however, that:
     --------  -------

               (i) the Trustee shall not be personally liable for an error of
          judgment made in good faith by a Responsible Officer or Responsible
          Officers of the Trustee, unless it shall be proved that the Trustee
          was negligent in ascertaining the pertinent facts;

               (ii) the Trustee shall not be personally liable with respect to
          any action taken, suffered or omitted to be taken by it in good faith
          in accordance with the direction of the Holders of Investor
          Certificates evidencing Undivided Interests aggregating more than 50%
          of the Investor Amount of any Series relating to the time, method and
          place of conducting any proceeding for any remedy available to the
          Trustee, or exercising any trust or power conferred upon the Trustee,
          under this Agreement; and

               (iii) the Trustee shall not be charged with knowledge of any
          failure by the Servicer to comply with the obligations of the Servicer
          referred to in clauses (b), (c) and (d) of Section 10.1 unless a
                         -----------  ---     ---    ------------
          Responsible Officer of the Trustee obtains actual knowledge of such
          failure or the Trustee receives written notice of such failure from
          the Servicer or any Holders of Investor Certificates evidencing
          Undivided Interests aggregating not less than 10% of the Investor
          Amount of any Series.

          (d) The Trustee shall not be required to expend or risk its own funds
     or otherwise incur financial liability in the performance of any of its
     duties hereunder, or in exercise of any of its rights or powers, if there
     is reasonable ground for believing that the repayment of such funds or
     adequate indemnity against such risk or liability is not reasonably assured
     to it, and none of the provisions contained in this Agreement shall in any
     event require the Trustee to perform, or be responsible for the manner of
     performance of, any of the obligations of the Servicer under this Agreement
     except during such time, if any, as the Trustee shall be the successor to,
     and be vested with the rights, duties, powers and privileges of, the
     Servicer in accordance with the terms of this Agreement.

          (e) Except for actions expressly authorized by this Agreement, the
     Trustee shall take no action reasonably likely to impair the interests of
     the Trust in any Receivable now existing or hereafter arising or to impair
     the value of any Receivable now existing or hereafter arising.

          (f) Except as provided in Section 2.6, the Trustee shall have no power
                                    -----------
     to vary the corpus of the Trust including, without limitation, the power to
     (i) accept any substitute obligation for a Receivable initially assigned to
     the Trust under Section 2.1
                     -----------

                                       76

<PAGE>

     or 2.6, (ii) add any other investment, obligation or security to the Trust
        ---
     or (iii) withdraw from the Trust any Receivables, except for a withdrawal
     permitted under subsection 2.4(d) or 2.4(e), Article IV, or Section 9.2 or
                     -----------------    ------  ----------     -----------
     12.1.
     ----

          (g) In the event that the Paying Agent or the Transfer Agent and
     Registrar shall fail to perform any obligation, duty or agreement in the
     manner or on the day required to be performed by the Paying Agent or the
     Transfer Agent and Registrar, as the case may be, under this Agreement, the
     Trustee shall be obligated promptly to perform such obligation, duty or
     agreement in the manner so required.

          (h) If Seller has agreed to transfer any of its credit card
     receivables (other than the Receivables) to another Person, upon the
     written request of Seller, the Trustee will enter into such intercreditor
     agreements with the transferee of such receivables as are customary and
     necessary separately to identify the rights of the Trust and such other
     Person in Seller's, as the case may be, credit card receivables; provided,
                                                                      --------
     that the Trust shall not enter into any intercreditor agreement which could
     adversely affect the interests of the Certificateholders and, upon the
     request of the Trustee, Seller will deliver an Opinion of Counsel on any
     matters relating to such intercreditor agreement, reasonably requested by
     the Trustee.

          Section 11.2 Certain Matters Affecting the Trustee. Except as
                       -------------------------------------
     otherwise provided in Section 11.1:
                           ------------

          (a) the Trustee may rely on and shall be protected in acting on, or in
     refraining from acting in accord with, any resolution, Officer's
     Certificate, certificate of auditors or any other certificate, statement,
     instrument, opinion, report, notice, request, consent, order, appraisal,
     bond or other paper or document believed by it to be genuine and to have
     been signed or presented to it pursuant to this Agreement by the proper
     party or parties;

          (b) the Trustee may consult with counsel and any Opinion of Counsel
     shall be full and complete authorization and protection in respect of any
     action taken or suffered or omitted by it hereunder in good faith and in
     accordance with such Opinion of Counsel;

          (c) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Agreement, or to institute, conduct
     or defend any litigation hereunder or in relation hereto, at the request,
     order or direction of any of the Certificateholders, pursuant to the
     provisions of this Agreement, unless such Certificateholders shall have
     offered to the Trustee reasonable security or indemnity against the costs,
     expenses and liabilities which may be incurred therein or thereby; nothing
     contained herein shall, however, relieve the Trustee of the obligations,
     upon the occurrence of any Servicer Default (which has not been cured), to
     exercise such of the rights and powers vested in it by this Agreement, and
     to use the same degree

                                       77

<PAGE>

     of care and skill in their exercise as a prudent person would exercise or
     use under the circumstances in the conduct of such person's own affairs;

          (d) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Agreement;

          (e) the Trustee shall not be bound to make any investigation into the
     facts of matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, approval,
     bond or other paper or document, unless requested in writing so to do by
     Holders of Investor Certificates evidencing Undivided Interests aggregating
     more than 50% of the Investor Amount of any Series;

          (f) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys or a custodian, and the Trustee shall not be responsible for any
     misconduct or negligence on the part of any such agent, attorney or
     custodian appointed with due care by it hereunder; and

          (g) except as may be required by subsection 11.1(a), the Trustee shall
                                           ------------------
     not be required to make any initial or periodic examination of any
     documents or records related to the Receivables or the Accounts for the
     purpose of establishing the presence or absence of defects, the compliance
     by Seller with its representations and warranties or for any other purpose.

          Section 11.3 Trustee Not Liable for Recitals in Certificates. The
                       -----------------------------------------------
     Trustee assumes no responsibility for the correctness of the recitals
     contained herein and in the Certificates (other than the certificate of
     authentication on the Certificates). Except as set forth in Section 11.15,
                                                                 -------------
     the Trustee makes no representations as to the validity or sufficiency of
     this Agreement or the Supplement or of the Certificates (other than the
     certificate of authentication on the Certificates) or of any Receivable or
     related document. The Trustee shall not be accountable for the use or
     application by Seller of any of the Certificates or of the proceeds of such
     Certificates, or for the use or application of any funds paid to Seller in
     respect of the Receivables or deposited in the Collection Account, any
     Principal Account, any Finance Charge Account, the Excess Funding Account
     or any other Series Account, or withdrawn from the Collection Account, by
     the Servicer.

          Section 11.4 Trustee May Own Certificates. The Trustee in its
                       ----------------------------
     individual or any other capacity may become the owner or pledgee of
     Investor Certificates with the same rights as it would have if it were not
     the Trustee.

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<PAGE>

          Section 11.5 Servicer to Pay Trustee's Fees and Expenses. Servicer
                       -------------------------------------------
     covenants and agrees to pay to the Trustee from time to time, and the
     Trustee shall be entitled to receive, reasonable compensation (which shall
     not be limited by any provision of law in regard to the compensation of a
     trustee of an express trust) for all services rendered by it in the
     execution of the Trust hereby created and in the exercise and performance
     of any of the powers and duties hereunder of the Trustee, and, subject to
     Section 8.4, Servicer will pay or reimburse the Trustee (without
     -----------
     reimbursement from any Investor Account or otherwise) upon its request for
     all reasonable expenses, disbursements and advances incurred or made by the
     Trustee in accordance with any of the provisions of this Agreement
     (including the reasonable fees and expenses of its agents and counsel)
     except any such expense, disbursement or advance as may arise from its
     negligence or bad faith and except as provided in the following sentence.
     If the Trustee is appointed Successor Servicer pursuant to Section 10.2,
                                                                ------------
     the provisions of this Section 11.5 shall not apply to expenses,
                            ------------
     disbursements and advances made or incurred by the Trustee in its capacity
     as Successor Servicer.

          The obligations of Servicer under this Section 11.5 shall survive the
                                                 ------------
     termination of the Trust and the resignation or removal of the Trustee.

          Section 11.6 Eligibility Requirements for Trustee. The Trustee
                       ------------------------------------
     hereunder shall at all times be a corporation organized and doing business
     under the laws of the United States of America or any state thereof
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least $100,000,000 and subject to
     supervision or examination by Federal or state authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the aforesaid supervising or examining
     authority, then for the purpose of this Section 11.6, the combined capital
                                             ------------
     and surplus of such corporation shall be deemed to be its combined capital
     and surplus as set forth in its most recent report of condition so
     published. In addition, no institution shall qualify as a Successor Trustee
     hereunder unless its long-term debt obligations are rated at least BBB- and
     Baa3 by Standard & Poor's and Moody's, respectively. In case at any time
     the Trustee shall cease to be eligible in accordance with the provisions of
     this Section 11.6, the Trustee shall resign immediately in the manner and
          ------------
     with the effect specified in Section 11.7.
                                  ------------

          Section 11.7 Resignation or Removal of Trustee.
                       ---------------------------------

          (a) The Trustee may at any time resign and be discharged from the
     Trust hereby created by giving written notice thereof to Seller and the
     Servicer. Upon receiving such notice of resignation, Seller shall promptly
     appoint a successor trustee by written instrument, in duplicate, one copy
     of which instrument shall be delivered to the resigning Trustee and one
     copy to the successor trustee. If no successor trustee shall have been so
     appointed and have accepted within 30 days after the giving of

                                       79

<PAGE>

     such notice of resignation, the resigning Trustee may petition any court of
     competent jurisdiction for the appointment of a successor trustee.

          (b) If at any time the Trustee shall cease to be eligible in
     accordance with the provisions of Section 11.6 and shall fail to resign
                                       ------------
     after written request therefor by Seller, or if at any time the Trustee
     shall be legally unable to act, or shall be adjudged a bankrupt or
     insolvent, or a receiver of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation, then Seller may, but shall not be required to,
     remove the Trustee and promptly appoint a successor trustee by written
     instrument, in duplicate, one copy of which instrument shall be delivered
     to the Trustee so removed and one copy to the successor trustee.

          (c) Any resignation or removal of the Trustee and appointment of a
     successor trustee pursuant to any of the provisions of this Section 11.7
                                                                 ------------
     shall not become effective until acceptance of appointment by the successor
     trustee as provided in Section 11.8 and any liability of the Trustee
                            ------------
     arising hereunder shall survive such appointment of a successor trustee.

          Section 11.8 Successor Trustee.
                       -----------------

          (a) Any successor trustee appointed as provided in Section 11.7 shall
                                                             ------------
     execute, acknowledge and deliver to Seller and to its predecessor Trustee
     an instrument accepting such appointment hereunder, and thereupon the
     resignation or removal of the predecessor Trustee shall become effective
     and such successor trustee, without any further act, deed or conveyance,
     shall become fully vested with all the rights, powers, duties and
     obligations of its predecessor hereunder, with like effect as if originally
     named as Trustee herein. The predecessor Trustee shall deliver to the
     successor trustee all documents and statements held by it hereunder; and
     Seller and the predecessor Trustee shall execute and deliver such
     instruments and do such other things as may reasonably be required for
     fully and certainly vesting and confirming in the successor trustee all
     such rights, powers, duties and obligations.

          (b) No successor trustee shall accept appointment as provided in this
     Section 11.8 unless at the time of such acceptance such successor trustee
     ------------
     shall be eligible under the provisions of Section 11.6.
                                               ------------

          (c) Upon acceptance of appointment by a successor trustee as provided
     in this Section 11.8, such successor trustee shall mail notice of such
             ------------
     succession hereunder to all Certificateholders at their addresses as shown
     in the Certificate Register, and also to each Rating Agency.

                                       80

<PAGE>

          Section 11.9 Merger or Consolidation of Trustee. Any Person into which
                       ----------------------------------
     the Trustee may be merged or converted or with which it may be
     consolidated, or any Person resulting from any merger, conversion or
     consolidation to which the Trustee shall be a party, or any Person
     succeeding to the corporate trust business of the Trustee, shall be the
     successor of the Trustee hereunder, provided such corporation shall be
     eligible under the provisions of Section 11.6, without the execution or
                                      ------------
     filing of any paper or any further act on the part of any of the parties
     hereto, anything herein to the contrary notwithstanding.

          Section 11.10 Appointment of Co-Trustee or Separate Trustee.
                        ---------------------------------------------

          (a) Notwithstanding any other provisions of this Agreement, at any
     time, for the purpose of meeting any legal requirements of any jurisdiction
     in which any part of the Trust may at the time be located, the Trustee
     shall have the power and may execute and deliver all instruments to appoint
     one or more Persons to act as a co-trustee or co-trustees, or separate
     trustee or separate trustees, of all or any part of the Trust, and to vest
     in such Person or Persons, in such capacity and for the benefit of the
     Certificateholders, such title to the Trust, or any part thereof, and,
     subject to the other provisions of this Section 11.10, such powers, duties,
                                             -------------
     obligations, rights and trusts as the Trustee may consider necessary or
     desirable. No co-trustee or separate trustee hereunder shall be required to
     meet the terms of eligibility as a successor trustee under Section 11.6 and
                                                                ------------
     no notice to Certificateholders of the appointment of any co-trustee or
     separate trustee shall be required under Section 11.8.
                                              ------------

          (b) Every separate trustee and co-trustee shall, to the extent
     permitted by law, be appointed and act subject to the following provisions
     and conditions:

               (i) all rights, powers, duties and obligations conferred or
          imposed upon the Trustee shall be conferred or imposed upon and
          exercised or performed by the Trustee and such separate trustee or
          co-trustee jointly (it being understood that such separate trustee or
          co-trustee is not authorized to act separately without the Trustee
          joining in such act), except to the extent that under any laws of any
          jurisdiction in which any particular act or acts are to be performed
          (whether as Trustee hereunder or as successor to the Servicer
          hereunder), the Trustee shall be incompetent or unqualified to perform
          such act or acts, in which event such rights, powers, duties and
          obligations (including the holding of title to the Trust or any
          portion thereof in any such jurisdiction) shall be exercised and
          performed singly by such separate trustee or co-trustee, but solely at
          the direction of the Trustee;

               (ii) no trustee hereunder shall be liable by reason of any act or
          omission of any other trustee hereunder; and

                                       81

<PAGE>

               (iii) the Trustee may at any time accept the resignation of or
          remove any separate trustee or co-trustee.

          (c) Any notice, request or other writing given to the Trustee shall be
     deemed to have been given to each of the then separate trustees and
     co-trustees, as effectively as if given to each of them. Every instrument
     appointing any separate trustee or co-trustee shall refer to this Agreement
     and the conditions of this Article XI. Each separate trustee and
                                ----------
     co-trustee, upon its acceptance of the trusts conferred, shall be vested
     with the estates or property specified in its instrument of appointment,
     either jointly with the Trustee or separately, as may be provided therein,
     subject to all the provisions of this Agreement, specifically including
     every provision of this Agreement relating to the conduct of, affecting the
     liability of, or affording protection to, the Trustee. Every such
     instrument shall be filed with the Trustee and a copy thereof given to the
     Servicer.

          (d) Any separate trustee or co-trustee may at any time constitute the
     Trustee its agent or attorney-in-fact with full power and authority, to the
     extent not prohibited by law, to do any lawful act under or in respect to
     this Agreement on its behalf and in its name. If any separate trustee or
     co-trustee shall die, become incapable of acting, resign or be removed, all
     of its estates, properties, rights, remedies and trusts shall vest in and
     be exercised by the Trustee, to the extent permitted by law, without the
     appointment of a new or successor trustee.

          Section 11.11 Tax Returns. In the event the Trust shall be required to
                        -----------
     file tax returns, the Trustee, as soon as practicable after it is made
     aware of such requirement, shall prepare or cause to be prepared and is
     authorized hereunder to sign any tax returns required to be filed by the
     Trust and, to the extent possible, shall file such returns at least five
     days before such returns are due to be filed. The Servicer shall prepare or
     shall cause to be prepared all tax information required by law to be
     distributed to Certificateholders and shall deliver such information to the
     Trustee at least five days prior to the date it is required by law to be
     distributed to Certificateholders. The Servicer, upon request, will furnish
     the Trustee with all such information known to the Servicer as may be
     reasonably required in connection with the preparation of all tax returns
     of the Trust. In no event shall the Trustee or the Servicer be liable for
     any liabilities, costs or expenses of the Trust, the Investor
     Certificateholders or the Certificate Owners arising under any tax law,
     including without limitation Federal, state or local income or excise taxes
     or any other tax imposed on or measured by income (or any interest or
     penalty with respect thereto or arising from a failure to comply
     therewith). Nothing in this Section 11.11 shall be construed as
                                 -------------
     inconsistent with the characterization of the Investor Certificates as
     indebtedness of Seller for purposes of federal, state and local income or
     franchise taxes and any other tax imposed upon or measured by income, as
     expressed in Section 3.7.
                  -----------

                                       82

<PAGE>

          Section 11.12 Trustee May Enforce Claims Without Possession of
                        ------------------------------------------------
     Certificates. All rights of action and claims under this Agreement or the
     ------------
     Certificates may be prosecuted and enforced by the Trustee without the
     possession of any of the Certificates or the production thereof in any
     proceeding relating thereto, and any such proceeding instituted by the
     Trustee shall be brought in its own name as trustee. Any recovery of
     judgment shall, after provision for the payment of the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel, be for the ratable benefit of the Certificateholders in
     respect of which such judgment has been obtained.

          Section 11.13 Suits for Enforcement. If a Servicer Default shall occur
                        ---------------------
     and be continuing, the Trustee, in its discretion, may, subject to the
     provisions of Section 10.1, proceed to protect and enforce its rights and
                   ------------
     the rights of the Certificateholders under this Agreement or any Supplement
     by a suit, action or proceeding in equity or at law or otherwise, whether
     for the specific performance of any covenant or agreement contained in this
     Agreement or any Supplement or in aid of the execution of any power granted
     in this Agreement or any Supplement or for the enforcement of any other
     legal, equitable or other remedy as the Trustee, being advised by counsel,
     shall deem most effectual to protect and enforce any of the rights of the
     Trustee or the Certificateholders.

          Section 11.14 Rights of Certificateholders to Direct Trustee. Holders
                        ----------------------------------------------
     of Investor Certificates evidencing Undivided Interests aggregating more
     than 50% of the Investor Amount of any Series affected shall have the right
     to direct the time, method, and place of conducting any proceeding for any
     remedy available to the Trustee, or exercising any trust or power conferred
     on the Trustee; provided, however, that, subject to Section 11.1, the
                     --------  -------                   ------------
     Trustee shall have the right to decline to follow any such direction if the
     Trustee being advised by counsel determines that the action so directed may
     not lawfully be taken, or if the Trustee in good faith shall, by a
     Responsible Officer or Responsible Officers of the Trustee, determine that
     the proceedings so directed would be illegal or involve it in personal
     liability or be unduly prejudicial to the rights of Certificateholders not
     parties to such direction; and provided further that nothing in this
                                    -------- -------
     Agreement shall impair the right of the Trustee to take any action deemed
     proper by the Trustee and which is not inconsistent with such direction.

          Section 11.15 Representations and Warranties of Trustee. The Trustee
                        -----------------------------------------
     represents and warrants that:

               (i) The Trustee is a banking corporation organized, existing and
          in good standing under the laws of the State of Illinois;

               (ii) The Trustee has full power, authority and right to execute,
          deliver and perform this Agreement, and has taken all necessary action
          to

                                       83

<PAGE>

          authorize the execution, delivery and performance by it of this
          Agreement; and

               (iii) This Agreement has been duly executed and delivered by the
          Trustee.

          Section 11.16 Maintenance of Office or Agency. The Trustee will
                        -------------------------------
     maintain at its expense in the Borough of Manhattan, The City of New York,
     an office or offices or agency or agencies where notices and demands to or
     upon the Trustee in respect of the Certificates and this Agreement may be
     served. The Trustee initially appoints the Corporate Trust Office as its
     office for such purposes in New York. The Trustee will give prompt written
     notice to the Servicer and to Certificateholders of any change in the
     location of the Certificate Register or any such office or agency.

          Section 11.17 Requests for Agreement. A copy of this Agreement may be
                        ----------------------
     obtained by any Certificateholder by a request in writing to the Trustee
     addressed to the Corporate Trust Office and will be provided at the expense
     of Seller.

                                  ARTICLE XII

                                  TERMINATION

          Section 12.1 Termination of Trust. The respective obligations and
                       --------------------
     responsibilities of Seller, the Servicer and the Trustee created hereby
     (other than the obligation of the Trustee to make payments to
     Certificateholders as hereafter set forth) shall terminate, except with
     respect to the duties described in subsections 2.4(c) and 12.3(b), upon the
                                        ------------------     -------
     earlier of (i) the day, if any, designated by Seller after the Distribution
     Date following the date on which funds shall have been deposited in the
     Distribution Account sufficient to pay the Aggregate Investor Amount, plus
                                                                           ----
     Certificate Interest accrued through the last day of the month preceding
     such Distribution Date in full and (ii) the day on which final payment is
     made under the Certificates (any such day under either the preceding clause
                                                                          ------
     (i) or this clause (ii) is referred to as a "Trust Termination Date"); but
     ---         -----------                      ----------------------
     in no event later than the Final Trust Termination Date.

          Section 12.2 Optional Purchase and Final Maturity Date of Investor
                       -----------------------------------------------------
     Certificates.
     -------------

          (a) If so provided in any Supplement, Seller may, but shall not be
     obligated to, repurchase Investor Certificates of the related Series by
     depositing into the Distribution Account, on the Transfer Date preceding
     the Distribution Date specified in such Supplement, the amount so specified
     therein; provided, however, that if the long-term unsecured debt
              --------  -------
     obligations of Seller are not rated at least Baa-3

                                       84

<PAGE>

     by Moody's and BBB- by Standard & Poor's at the time of such purchase, such
     purchase shall not occur unless Seller shall deliver an Opinion of Counsel
     reasonably acceptable to the Trustee that such purchase of Investor
     Certificates would not constitute a fraudulent conveyance by Seller. On the
     Distribution Date following the Transfer Date on which such deposit is
     made, Seller shall be deemed, automatically and without requirement for any
     act on the part of Seller or of such Series any other Person, to have
     acquired all outstanding Certificates and to have retired the Certificates,
     thereby resulting in an increase in the Seller Amount.

          (b) The entire Investor Amount with respect to each Series shall be
     due and payable no later than the related Series Termination Date. If on
     the Determination Date in the month immediately preceding the month in
     which the Series Termination Date for any Series occurs (after giving
     effect to all transfers, withdrawals, deposits and drawings to occur on the
     next Transfer Date and the payment of principal on the Investor
     Certificates to be made on the related Distribution Date), the Investor
     Amount would be greater than zero, the Servicer shall sell, dispose of, or
     otherwise liquidate, in a commercially reasonable manner and on
     commercially reasonable terms (which shall include the solicitation of
     competitive bids from Persons who are not Affiliates of Seller), within 30
     days of such Determination Date, an amount of Receivables equal to (i)
     100%, plus the lesser of (A) the Seller Percentage or (B) the Minimum
     Seller Percentage for that Series, multiplied by (ii) the Investor Amount
     determined as of the date of such sale, disposition or liquidation;
     provided, however, that the Servicer shall give Seller at least 10 days
     --------  -------
     advance written notice of such sale, disposition or other liquidation.
     Seller shall have the option, exercisable at any time after the Servicer
     has obtained an offer from any Person that is not an Affiliate of Seller
     and prior to the consummation of such sale, disposition or liquidation by
     giving notice of the exercise thereof to the Servicer, to purchase such
     Receivables for cash (payable in immediately payable funds on the Series
     Termination Date) for the lesser of (i) 100% of the amount of such
     Receivables, or (ii) the highest price offered therefor pursuant to such
     proposed sale, disposition or other liquidation. The proceeds received upon
     the sale, disposition or other liquidation of such Receivables in an amount
     up to (i) the Investor Amount on the Series Termination Date, plus (ii)
                                                                   ----
     unpaid interest thereon as of the Series Termination Date, less (iii)
     amounts on deposit on such date in the related Series Accounts shall be
     deposited into the Distribution Account on the Series Termination Date with
     respect to such Series, and shall be distributed to the Holders of the
     Certificates in final payment thereof pursuant to the terms of Section
                                                                    -------
     12.3. Proceeds received in excess of the amount to be deposited as
     ----
     aforesaid shall be treated as Collections on the Receivables and shall be
     allocated and deposited in accordance with the provisions of Article IV;
                                                                  ----------
     provided 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. In the event
     that the proceeds received upon the sale, disposition or other liquidation
     of such Receivables is less than the result of (i) the

                                       85

<PAGE>

     Investor Amount for such Series on the Series Termination Date, plus (ii)
                                                                     ----
     unpaid interest thereon, minus (iii) amounts on deposit on such date in the
                              -----
     related Series Accounts, the Servicer will make a withdrawal or drawing or
     take other action permitted by any applicable Enhancement, and shall
     deposit all amounts thereby obtained in the Distribution Account on the
     Final Trust Termination Date, and the amount so withdrawn shall be
     distributed to the Holders of Certificates in final payment thereof
     pursuant to the terms of Section 12.3; provided, that if the Servicer fails
                              ------------  --------
     to make such withdrawal or drawing or take such other action, then the
     Trustee may make such withdrawal and deposit such amounts into the
     Distribution Account.

          (c) The amount deposited pursuant to subsections 12.2(a) and 12.2(b)
                                               -------------------     -------
     shall be paid to the Investor Certificateholders in the manner provided in
     Section 12.3.
     ------------

          Section 12.3 Final Distributions.
                       -------------------

          (a) Written notice of any termination, specifying the Distribution
     Date upon which the Investor Certificateholders may surrender their
     Certificates for payment of the final distribution and cancellation, shall
     be given (subject to at least two days' prior notice from the Servicer to
     the Trustee) by the Trustee to Investor Certificateholders mailed (unless
     otherwise specified in a Supplement) not later than the fifth day of the
     month of such final distribution specifying (a) the Distribution Date
     (which shall be the Distribution Date in the month in which the deposit is
     made pursuant to subsection 2.4(e), 12.1 or 12.2(a)) upon which final
                      -----------------  ----    --------
     payment of the Investor Certificates will be made upon presentation and
     surrender of Investor Certificates at the office or offices therein
     designated, (b) the amount of any such final payment and (c) that the
     Record Date otherwise applicable to such Distribution Date is not
     applicable, payments being made only upon presentation and surrender of the
     Investor Certificates at the office or offices therein specified. The
     Servicer's notice to the Trustee in accordance with the preceding sentence
     shall be accompanied by an Officer's Certificate setting forth the
     information specified in Section 3.5 covering the period during the then
                              -----------
     current calendar year through the date of such notice. The Trustee shall
     give such notice to the Transfer Agent and Registrar and the Paying Agent
     at the time such notice is given to Investor Certificateholders.

          (b) All funds on deposit in the Distribution Account, in the case of a
     final payment pursuant to Section 12.2, in the case of a termination of the
                               ------------
     Trust pursuant to Section 12.1 (and notwithstanding such termination),
                       ------------
     shall continue to be held in trust for the benefit of the
     Certificateholders and the Paying Agent or the Trustee shall pay such funds
     to the appropriate Certificateholders upon surrender of their Certificates.
     In the event that all of the Investor Certificateholders shall not
     surrender their Certificates for cancellation within six months after the
     date specified in the above-mentioned written notice, the Trustee shall
     give a second written notice to the remaining Investor Certificateholders
     to surrender their Certificates for

                                       86

<PAGE>

     cancellation and receive the final distribution with respect thereto. If
     within one year after the second notice all the Investor Certificates shall
     not have been surrendered for cancellation, the Trustee may take
     appropriate steps, or may appoint an agent to take appropriate steps, to
     contact the remaining Investor Certificateholders concerning surrender of
     their Certificates, and the cost thereof shall be paid out of the funds in
     the Distribution Account held for the benefit of such Investor
     Certificateholders.

          Section 12.4 Termination Rights of the Holder of the Seller Interest.
                       -------------------------------------------------------
     Upon the termination of the Trust pursuant to Section 12.1, the Trustee
                                                   ------------
     shall return to the holder of the Seller Interest (without recourse,
     representation or warranty) all right, title and interest of the Trust in,
     to and under the Receivables, whether then existing or thereafter created,
     and all monies due or to become due with respect thereto (including all
     accrued interest theretofore posted as Finance Charge Receivables), all
     proceeds thereof and Insurance Proceeds relating thereto except for amounts
     held by the Trustee pursuant to subsection 12.3(b). The Trustee shall
                                     ------------------
     execute and deliver such instruments of transfer, in each case without
     recourse, as shall be reasonably requested by the Holder of the
     Exchangeable Trust Certificate to vest in the Holder of the Exchangeable
     Trust Certificate all right, title and interest which the Trust had in the
     Receivables.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

          Section 13.1 Amendment.
                       ---------

          (a) This Agreement or any Supplement may be amended from time to time
     by the Servicer, Seller and the Trustee, without the consent of any of the
     Certificateholders, to cure any ambiguity, to correct or supplement any
     provisions herein which may be inconsistent with any other provisions
     herein, to qualify the transfers of Receivables pursuant to this Agreement
     as sales under generally accepted accounting principles or to add any other
     provisions with respect to matters or questions arising under this
     Agreement which shall not be inconsistent with the provisions of this
     Agreement; provided, however, that such action shall not, as evidenced by
                --------  -------
     an Opinion of Counsel in a form satisfactory to the Rating Agencies,
     adversely affect in any material respect the interests of the
     Certificateholders; provided, further, that prior to entering into any
                         --------  -------
     amendment to qualify the transfers of Receivables pursuant to this
     Agreement as sales under generally accepted accounting principles, the
     Seller shall deliver to each Rating Agency an Officer's Certificate to the
     effect that (i) such amendment is being entered into to qualify the
     transfers of Receivables pursuant to this Agreement as sales under
     generally accepted accounting principles and (ii) based upon discussions
     with the Seller's

                                       87

<PAGE>

     accountants, such amendment will in fact qualify the transfers of
     Receivables pursuant to this Agreement as sales under generally accepted
     accounting principles. The Trustee may, but shall not be obligated to,
     enter into any such amendment which affects the Trustee's rights, duties or
     immunities under this Agreement or otherwise. For purposes of this Section
                                                                        -------
     13.1 only, no Transfer Agreement or Retransfer Agreement regarding the
     ----
     addition or removal of Receivables from the Trust as provided in Sections
                                                                      --------
     2.6 and 2.7, respectively, executed in accordance with the provisions
     ---     ---
     hereof and substantially in the form of Exhibit A or C, respectively, with
                                             ---------    -
     no material additional terms, shall be considered amendments to this
     Agreement.

          (b) This Agreement or any Supplement may also be amended from time to
     time by the Servicer, Seller and the Trustee with the consent of the
     Holders of Investor Certificates evidencing Undivided Interests aggregating
     not less than 66-2/3% of the Investor Amount of each Series adversely
     affected, for the purpose of adding any provisions to or changing in any
     manner or eliminating any of the provisions of this Agreement or any
     Supplement or modifying in any manner the rights of the Investor
     Certificateholders of any Series then issued and outstanding; provided,
                                                                   --------
     however, that no such amendment shall (i) reduce in any manner the amount
     -------
     of, or delay the timing of, distributions which are required to be made on
     any Investor Certificate of such Series without the consent of the Holder
     of such Certificate, (ii) change the definition of or the manner of
     calculating the Investor Amount, the Investor Percentage or the Investor
     Default Amount of such Series without the consent of each Investor
     Certificateholder affected thereby, or (iii) reduce the aforesaid
     percentage required to consent to any such amendment, without the consent
     of each Investor Certificateholder of all Series affected. The Rating
     Agency Condition shall be satisfied with respect to any such amendment,
     except that Moody's shall not be deemed to be a "Rating Agency" for this
     purpose.

          (c) Notwithstanding anything in this Section 13.1 to the contrary, the
                                               ------------
     Supplement with respect to any Series may be amended on the terms and in
     accordance with the procedures provided in such Supplement. The Rating
     Agency Condition shall be satisfied with respect to any such amendment,
     except that Moody's shall not be deemed to be a "Rating Agency" for this
     purpose.

          (d) Notwithstanding anything in this Section 13.1 to the contrary,
                                               ------------
     from and after the Series Termination Date for the Trust's Series 1996-A
     Certificates (or with the consent of the Holders of such Certificates), the
     Seller, the Servicer, the holder of the Seller Interest, and the Trustee
     may amend this Agreement or any Supplement in order to enable all or a
     portion of the Trust to qualify as a financial asset securitization
     investment trust (a "FASIT") for Federal income tax purposes and to permit
                          -----
     a FASIT election to be made with respect thereto and to make any such other
     modifications or amendments to this Agreement and any Supplement as may be
     permitted in making such election; provided, however that such amendment
                                        --------  -------
     shall

                                       88

<PAGE>

     not be effective until the Seller provides the Trustee with (i) an Opinion
     of Counsel to the effect that such amendment (A) would permit the Trust or
     a relevant portion thereof to be treated as a FASIT, (B) would not cause
     the Trust to be classified as an association (or publicly traded
     partnership) taxable as a corporation for Federal income tax purposes, and
     (C) would not cause or constitute an event in which gain or loss would be
     recognized by any Investor Certificateholder, and (ii) an Officer's
     Certificate of the Seller that such amendment would not materially and
     adversely affect any Certificateholder or any Enhancement Provider.

          (e) Promptly after the execution of any such amendment or consent the
     Trustee shall furnish written notification of the substance of such
     amendment to each Investor Certificateholder of each Series affected
     thereby and to each Rating Agency providing a rating for such Series.

          (f) It shall not be necessary for the consent of Investor
     Certificateholders under this Section 13.1 to approve the particular form
                                   ------------
     of any proposed amendment, but it shall be sufficient if such consent shall
     approve the substance thereof. The manner of obtaining such consents and of
     evidencing the authorization of the execution thereof by Investor
     Certificateholders shall be subject to such reasonable requirements as the
     Trustee may prescribe.

          Section 13.2 Protection of Right, Title and Interest to Trust.
                       ------------------------------------------------

          (a) The Servicer shall cause this Agreement, all amendments hereto
     and/or all financing statements and continuation statements and any other
     necessary documents covering the Certificateholders and the Trustee's
     right, title and interest to the Trust to be promptly recorded, registered
     and filed, and at all times to be kept recorded, registered and filed, all
     in such manner and in such places as may be required by law fully to
     preserve and protect the right, title and interest of the Trustee hereunder
     to all property comprising the Trust. The Servicer shall deliver to the
     Trustee file-stamped copies of, or filing receipts for, any document
     recorded, registered or filed as provided above, as soon as available
     following such recording, registration or filing. Seller shall cooperate
     fully with the Servicer in connection with the obligations set forth above
     and will execute any and all documents reasonably required to fulfill the
     intent of this Section 13.2(a).
                    ---------------

          (b) Within 30 days after Seller makes any change in its name, identity
     or corporate structure which would make any financing statement or
     continuation statement filed in accordance with subsection (a) above
                                                     --------------
     seriously misleading within the meaning of Section 9-506(b) of the UCC as
     in effect in the state where such financing statement or continuation
     statement was filed, Seller shall give the Trustee notice of any such
     change and shall file such financing statements or amendments as may be
     necessary to continue the perfection of the Trust's security interest in
     the Receivables and the proceeds thereof.

                                       89

<PAGE>

          (c) Each of Seller and the Servicer will give the Trustee prompt
     written notice of any relocation of any office from which it services
     Receivables or keeps records concerning the Receivables or of its principal
     executive office and whether, as a result of such relocation, the
     applicable provisions of the UCC would require the filing of any amendment
     of any previously filed financing or continuation statement or of any new
     financing statement and shall file such financing statements or amendments
     as may be necessary to continue the perfection of the Trust's security
     interest in the Receivables and the proceeds thereof. Each of Seller and
     the Servicer will at all times maintain each office from which it services
     Receivables and its principal executive office within the United States of
     America.

          (d) The Servicer will deliver to the Trustee: (i) upon the execution
     and delivery of each amendment of Articles I, II, III or IV other than
                                       ----------  --  ---    --
     amendments pursuant to subsection 13.1(a) an Opinion of Counsel
                            ------------------
     substantially in the form of Exhibit F; and (ii) on or before April 15 of
                                  ---------
     each year, beginning with April 15, 1994 an Opinion of Counsel, dated as of
     a date during the preceding 90-day period, substantially in the form of
     Exhibit G.
     ---------

          Section 13.3 Limitation on Rights of Certificateholders.
                       ------------------------------------------

          (a) The death or incapacity of any Certificateholder shall not operate
     to terminate this Agreement or the Trust, nor shall such death or
     incapacity entitle such Certificateholder's legal representatives or heirs
     to claim an accounting or to take any action or commence any proceeding in
     any court for a partition or winding up of the Trust, nor otherwise affect
     the rights, obligations and liabilities of the parties hereto or any of
     them.

          (b) No Certificateholder shall have any right to vote (except with
     respect to the Investor Certificateholders as provided in Section 13.1) or
                                                               ------------
     in any manner otherwise control the operation and management of the Trust,
     or the obligations of the parties hereto, nor shall anything herein set
     forth, or contained in the terms of the Certificates, be construed so as to
     constitute the Certificateholders from time to time as partners or members
     of an association; nor shall any Certificateholder be under any liability
     to any third person by reason of any action taken by the parties to this
     Agreement pursuant to any provision hereof.

          (c) No Certificateholder shall have any right by virtue of any
     provisions of this Agreement to institute any suit, action or proceeding in
     equity or at law upon or under or with respect to this Agreement, unless
     such Certificateholder previously shall have given to the Trustee, and
     unless the Holders of Certificates evidencing Undivided Interests
     aggregating more than 50% of the Investor Amount of any Series affected
     shall have made written request upon the Trustee to institute such action,
     suit or proceeding in its own name as Trustee hereunder and shall have

                                       90

<PAGE>

     offered to the Trustee such reasonable indemnity as it may require against
     the costs, expenses and liabilities to be incurred therein or thereby, and
     the Trustee, for 60 days after its receipt of such notice, request and
     offer of indemnity, shall have neglected or refused to institute any such
     action, suit or proceeding; it being understood and intended, and being
     expressly covenanted by each Certificateholder with every other
     Certificateholder and the Trustee, that no one or more Certificateholders
     shall have the right in any manner whatever by virtue or by availing itself
     or themselves of any provisions of this Agreement to affect, disturb or
     prejudice the rights of the Certificateholders of any other of the
     Certificates, or to obtain or seek to obtain priority over or preference to
     any other such Certificateholder, or to enforce any right under this
     Agreement, except in the manner herein provided and for the equal, ratable
     and common benefit of all Certificateholders. For the protection and
     enforcement of the provisions of this Section 13.3, each and every
                                           ------------
     Certificateholder and the Trustee shall be entitled to such relief as can
     be given either at law or in equity.

          Section 13.4 Governing Law. This Agreement shall be construed in
                       -------------
     accordance with the laws of the State of Illinois, 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 13.5 Notices. All demands, notices and communications
                       -------
     hereunder shall be in writing and shall be deemed to have been duly given
     if personally delivered at or mailed by registered mail, return receipt
     requested, to (a) in the case of Servicer, to First Consumers National
     Bank, P.O. Box 5280, Portland, Oregon 97208, Attn: President, with a copy
     to Spiegel, Inc., 3500 Lacey Road, Downers Grove, Illinois, 60515-5452,
     Attn: Treasurer, (b) in the case of Seller, to First Consumers Credit
     Corporation, 400 West 9th Street, Suite 302D, Wilmington, Delaware, 19801,
     Attn: Treasurer, with a copy to Spiegel, Inc., 3500 Lacey Road, Downers
     Grove, Illinois, 60515-5452, Attn: Treasurer, (c) in the case of the
     Trustee, to the Corporate Trust Office, (d) in the case of the Enhancement
     Provider for a particular Series the address, if any, specified in the
     Supplement relating to such Series, (e) in the case of Moody's, to Moody's
     Investor Services, Inc., 99 Church Street, New York, New York 10007, Attn:
     ABS Monitoring Department, 4th Floor, and (f) in the case of Standard &
     Poor's, to Standard & Poor's Corporation, 25 Broadway, New York, New York
     10004, Attention: Structured Finance Surveillance; or, as to each party, at
     such other address as shall be designated by such party in a written notice
     to each other party. Any notice required or permitted to be mailed to a
     Certificateholder shall be given by first class mail, postage prepaid, at
     the address of such Certificateholder as shown in the Certificate Register.
     Any notice so mailed within the time prescribed in this Agreement shall be
     conclusively presumed to have been duly given, whether or not the
     Certificateholder receives such notice.

                                       91

<PAGE>

          Section 13.6 Severability of Provisions. If any one or more of the
                       --------------------------
     covenants, agreements, provisions or terms of this Agreement shall for any
     reason whatsoever be held invalid, then such covenants, agreements,
     provisions or terms shall be deemed severable from the remaining covenants,
     agreements, provisions or terms of this Agreement and shall in no way
     affect the validity or enforceability of the other provisions of this
     Agreement or of the Certificates or rights of the Certificateholders
     thereof or any Enhancement Provider.

          Section 13.7 Assignment. Notwithstanding anything to the contrary
                       ----------
     contained herein, except as provided in Section 8.2, this Agreement may not
                                             -----------
     be assigned by the Servicer without the prior consent of Holders of
     Investor Certificates evidencing Undivided Interests aggregating more than
     50% of the Aggregate Investor Amount.

          Section 13.8 Certificates Nonassessable and Fully Paid. It is the
                       -----------------------------------------
     intention of the parties to this Agreement that the Certificateholders
     shall not be liable for obligations of the Trust, that the Undivided
     Interests represented by the Certificates shall be nonassessable for any
     losses or expenses of the Trust or for any reason whatsoever, and that
     Certificates upon authentication thereof by the Trustee pursuant to
     Sections 2.1 and 6.2 are and shall be deemed fully paid.
     ------------     ---

          Section 13.9 Further Assurances. Seller and the Servicer agree to do
                       ------------------
     and perform, from time to time, any and all acts and to execute any and all
     further instruments required or reasonably requested by the Trustee more
     fully to effect the purposes of this Agreement, including, without
     limitation, the execution of any financing statements or continuation
     statements relating to the Receivables for filing under the provisions of
     the UCC of any applicable jurisdiction.

          Section 13.10 No Waiver; Cumulative Remedies. No failure to exercise
                        ------------------------------
     and no delay in exercising, on the part of the Trustee or the Investor
     Certificateholders, any right, remedy, power or privilege hereunder, shall
     operate as a waiver thereof; nor shall any single or partial exercise of
     any right, remedy, power or privilege hereunder preclude any other or
     further exercise thereof or the exercise of any other right, remedy, power
     or privilege. The rights, remedies, powers and privileges herein provided
     are cumulative and not exhaustive of any rights, remedies, powers and
     privileges provided by law.

          Section 13.11 Counterparts. This Agreement 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 13.12 Third-Party Beneficiaries. This Agreement shall inure to
                        -------------------------
     the benefit of and be binding upon the parties hereto, the
     Certificateholders and, to the

                                       92

<PAGE>

     extent provided in any Supplement, to the Enhancement Provider named
     therein, and their respective successors and permitted assigns. Except as
     otherwise provided in this Article XIII, no other person will have any
                                ------------
     right or obligation hereunder.

          Section 13.13 Actions by Certificateholders.
                        -----------------------------

          (a) Wherever in this Agreement a provision is made that an action may
     be taken or a notice, demand or instruction given by Investor
     Certificateholders, such action, notice or instruction may be taken or
     given by any Investor Certificateholder, unless such provision requires a
     specific percentage of Investor Certificateholders.

          (b) Any request, demand, authorization, direction, notice, consent,
     waiver or other act by a Certificateholder shall bind such
     Certificateholder and every subsequent holder of such Certificate issued
     upon the registration of transfer thereof or in exchange therefor or in
     lieu thereof in respect of anything done or omitted to be done by the
     Trustee, Seller or the Servicer in reliance thereon, whether or not
     notation of such action is made upon such Certificate.

          Section 13.14 Merger and Integration. Except as specifically stated
                        ----------------------
     otherwise herein, this Agreement sets forth the entire understanding of the
     parties relating to the subject matter hereof, and all prior
     understandings, written or oral, are superseded by this Agreement. This
     Agreement may not be modified, amended, waived or supplemented except as
     provided herein.

          Section 13.15 Headings. The headings herein are for purposes of
                        --------
     reference only and shall not otherwise affect the meaning or interpretation
     of any provision hereof.

          Section 13.16 Effect on Existing Pooling Agreement. This Agreement
                        ------------------------------------
     amends and restates the Existing Pooling Agreement effective as of the date
     of this Agreement. This Agreement shall not effect a novation of the
     obligations of the parties to the Existing Pooling Agreement, but instead
     shall be merely a restatement and, where applicable, an amendment of the
     terms governing such obligations. The parties hereto hereby affirm, ratify
     and confirm all transfers of Receivables and other related assets pursuant
     to the Existing Pooling Agreement. The parties hereto agree that the
     existing Exchangeable Seller Certificate shall be deemed to have been
     replaced with the Seller Interest as further described herein.

          Section 13.17 No Petition. Each of each Certificateholder, the
                        ----------
     Trustee, the Servicer and, with respect to the Trust, the Seller, severally
     and not jointly, hereby covenants and agrees that, prior to the date which
     is one (1) year and one (1) day after the payment in full of all Investor
     Certificates, it will not institute against, or join any other Person in
     instituting against, the Seller or the Trust any bankruptcy,

                                       93

<PAGE>

     reorganization, arrangement, insolvency or liquidation proceedings or other
     similar proceeding under the laws of the United States or any state of the
     United States.

          Section 13.18 Limited Recourse. Notwithstanding anything to the
                        ----------------
     contrary in this Agreement or any other Transaction Document, with respect
     to provisions hereof in which the Seller has agreed that certain actions
     will be taken at the Seller's expense, payment of any such expense shall
     only be made to the extent the Seller has funds available for such purpose
     after amounts payable to Securityholders (as defined in the Receivables
     Purchase Agreement) have been paid in full. Each party hereto agrees that
     the failure to make such payment shall not give rise to any claim against
     the Seller.

                               [Signatures Follow]

                                       94

<PAGE>

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

                                           FIRST CONSUMERS CREDIT
                                           CORPORATION


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


                                           FIRST CONSUMERS NATIONAL
                                           BANK


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


                                           THE BANK OF NEW YORK


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

                                       S-1

<PAGE>

                                                                       EXHIBIT A
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                         FORM OF TRANSFER AGREEMENT OF
                       RECEIVABLES IN ADDITIONAL ACCOUNTS
                       ----------------------------------

          ASSIGNMENT No.   OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as
                        --
     of             ,            (this "Assignment"), by and between First
        -----------  -----------
     Consumers Credit Corporation, a Delaware corporation ( the "Transferor") to
     The Bank of New York, a banking corporation organized and existing under
     the laws of New York, as trustee (the "Trustee") pursuant to the Amended
     and Servicing Pooling and Servicing Agreement referred to below.

                              W I T N E S S E T H:

          WHEREAS, the Transferor and the Trustee are parties to the Amended and
     Restated Pooling and Servicing Agreement, dated as of September 30, 1992,
     amended and restated as of February 1, 1999, and amended and restated a
     second time as of December 31, 2001 (hereinafter as such agreement may have
     been, or may from time to time be, amended, supplemented or otherwise
     modified, the "Pooling and Servicing Agreement");

          WHEREAS, pursuant to the Pooling and Servicing Agreement, the
     Transferor wishes to designate Additional Accounts of the Transferor to be
     included as Accounts and to convey the Receivables of such Additional
     Accounts, whether now existing or hereafter created, to the Trust as part
     of the corpus of the Trust (as each such term is defined in the Pooling and
     Servicing Agreement); and

          WHEREAS, the Trustee is willing to accept such designation and
     conveyance subject to the terms and conditions hereof;

          NOW THEREFORE, the Transferor and the Trustee hereby agree as follows:

          SECTION 1. Defined Terms. All terms defined in the Pooling and
                     -------------
     Servicing Agreement and used herein shall have such defined meanings when
     used herein, unless otherwise defined herein.

          "Addition Date" shall mean, with respect to the Additional Accounts
     designated hereby,         ,           .
                       --------- ----------

                                       A-1

<PAGE>

          "Notice Date" shall mean, with respect to the Additional Accounts
     designated hereby,         ,          (which shall be a date on or prior to
                        --------  --------
     the fifth Business Day prior to the Addition Date).

          SECTION 2. Designation of Additional Accounts. The Transferor shall
                     -----------------------------------
     deliver or cause to be delivered to the Trustee not later than five
     Business Days after the Addition Date, a computer file or microfiche list
     containing a true and complete list of each charge account which as of the
     Addition Date shall be deemed to be an Additional Account, such accounts
     being identified by account number and by the amount of Receivables and the
     amount of Principal Receivables in such accounts as of the close of
     business on the Addition Date. Such list shall be marked as Schedule 1 to
     this Assignment and, as of the Addition Date, shall be incorporated into
     and made a part of this Assignment.

          SECTION 3. Conveyance of Receivables. (a) The Transferor does hereby
                     --------------------------
     transfer, assign, set-over and otherwise convey to the Trust for the
     benefit of the Certificateholders, without recourse on and after the
     Addition Date, all right, title and interest of the Transferor in and to
     the Receivables now existing and hereafter created in the Additional
     Accounts designated hereby, all monies due or to become due with respect
     thereto (including all Finance Charge Receivables), all Collections,
     Recoveries and other proceeds of such Receivables and Insurance Proceeds
     relating thereto.

          (b) In connection with such transfer, unless a financing statement
     covering such Receivables has heretofore been filed, the Transferor agrees
     to record and file, at its own expense, a financing statement with respect
     to the Receivables now existing and hereafter created in the Additional
     Accounts designated hereby (which may be a single financing statement with
     respect to all such Receivables) for the transfer of accounts as defined in
     Section 9-106 of the UCC as in effect in the applicable jurisdiction
     meeting the requirements of applicable state law in such manner and such
     jurisdictions as are necessary to perfect the assignment of such
     Receivables to the Trust, and to deliver a file-stamped copy of such
     financing statement or other evidence of such filing (which may, for
     purposes of this Section 3, consist of telephone confirmation of such
     filing) to the Trustee on or prior to the date of this Assignment.

          (c) In connection with such transfer, the Transferor further agrees,
     at its own expense, on or prior to the date of this Assignment to indicate
     or cause to be indicated in its books and records and in the computer files
     of the Receivables that Receivables created in connection with the
     Additional Accounts designated hereby have been transferred to the Trust
     pursuant to this Assignment for the benefit of the Certificateholders.

                                       A-2

<PAGE>

          SECTION 4. Acceptance by Trustee. The Trustee hereby acknowledges its
                     ----------------------
     acceptance on behalf of the Trust of all right, title and interest
     previously held by the Transferor in and to the Receivables now existing
     and hereafter created, and declares that it shall maintain such right,
     title and interest, upon the trust set forth herein and in the Pooling and
     Servicing Agreement, for the benefit of all Certificateholders. The Trustee
     further acknowledges that, prior to or contemporaneously with the execution
     and delivery of this Assignment, the Transferor delivered to the Trustee
     the computer file or microfiche list described in Section 2 of this
     Assignment.

          SECTION 5. Representations and Warranties of the Transferor. The
                     -------------------------------------------------
     Transferor hereby represents and warrants to the Trust as of the Addition
     Date:

          (a) Legal, Valid and Binding Obligation. This Assignment constitutes a
              ------------------------------------
     legal, valid and binding obligation of the Transferor enforceable against
     the Transferor in accordance with its terms, except as such enforceability
     may be limited by applicable receivership or conservatorship, insolvency,
     reorganization, moratorium or other similar laws now or hereafter in effect
     affecting the enforcement of creditors' rights in general and the rights of
     creditors of national banking associations and except as such
     enforceability may be limited by general principles of equity (whether
     considered in a suit at law or in equity);

          (b) Eligibility of Accounts. Each Additional Account designated hereby
              ------------------------
     is an Eligible Account;

          (c) Selection Procedures. No selection procedures believed by the
              ---------------------
     Transferor to be materially adverse to the interests of the Investor
     Certificateholders were utilized in selecting the Additional Accounts
     designated hereby;

          (d) Insolvency. The Transferor is not insolvent and, after giving
              -----------
     effect to the conveyance set forth in Section 3 of this Assignment, will
     not be insolvent;

          (e) Security Interest. This Assignment constitutes (i) a valid
              ------------------
     transfer and assignment to the Trust of all right, title and interest of
     the Transferor in and to Receivables now existing and hereafter created in
     the Additional Accounts designated hereby, and all proceeds (as defined in
     the UCC as in effect in the applicable jurisdiction) of such Receivables
     and Insurance Proceeds relating thereto, and such Receivables and any
     Collections, Recoveries and other proceeds thereof and Insurance Proceeds
     relating thereto will be held by the Trust free and clear of any Lien of
     any Person except for (x) Liens permitted under Section 2.5 (b) of the
     Pooling and Servicing Agreement, (y) the interest of the Transferor as
     holder of the Seller Interest, and (z) the Transferor's right to receive
     interest accruing on, and investment earnings in respect of, the Finance
     Charge Account and the Principal Account as provided in the Pooling and
     Servicing Agreement; and/or (ii) it

                                       A-3

<PAGE>

     constitutes a grant of a security interest (as defined in the UCC as in
     effect in the applicable jurisdiction) in such property to the Trust, which
     is enforceable with respect to the existing Receivables in the Additional
     Accounts designated hereby, the Collections, Recoveries and other proceeds
     (as defined in the UCC as in effect in the applicable jurisdiction) thereof
     and Insurance Proceeds relating thereto upon the conveyance of such
     Receivables to the Trust, and which will be enforceable with respect to the
     Receivables thereafter created in respect of the Additional Accounts
     designated hereby, the Collections, Recoveries and other proceeds (as
     defined in the UCC as in effect in the applicable jurisdiction) thereof and
     Insurance Proceeds relating thereto upon the conveyance of such Receivables
     to the Trust, and which will be enforceable with respect to the Receivables
     thereafter created in respect of Additional Accounts designated hereby, the
     Collections, Recoveries and other proceeds (as defined in the UCC as in
     effect in the applicable jurisdiction) thereof and Insurance Proceeds
     relating thereto, upon such creation; and (iii) if this Assignment
     constitutes the grant of a security interest to the Trust in such property,
     upon the filing of a financing statement described in Section 3 of this
     Assignment with respect to the Additional Accounts designated hereby and in
     the case of the Receivables of such Additional Accounts thereafter created
     and the Collections, Recoveries and other proceeds (as defined in the UCC
     as in effect in the applicable jurisdiction) thereof, and Insurance
     Proceeds relating to such Receivables, upon such creation, the Trust shall
     have a first priority perfected security interest in such property, except
     for Liens permitted under subsection 2.5 (b) of the Pooling and Servicing
     Agreement, the interest of the Transferor as holder of the Seller Interest,
     and the Transferor's right to receive interest accruing on, and investment
     earnings in respect of, the Finance Charge Account and the Principal
     Account as provided in the Pooling and Servicing Agreement.

          (f) Notice has been given to each Rating Agency and to each
     Enhancement Provider as required under Section 2.6 (d) of the Pooling and
     Servicing Agreement.

          SECTION 6. Conditions Precedent. The acceptance of the Trustee set
                     ---------------------
     forth in Section 4 above and the amendment of the Pooling and Servicing
     Agreement set forth in Section 7 below are subject to the satisfaction, on
     or prior to the Addition Date, of the following conditions precedent:

          (a) Officer's Certificate. The Transferor shall have delivered to the
              ----------------------
     Trustee a certificate of a Vice President or more senior officer,
     certifying that (i) all requirements set forth in Section 2.6 of the
     Pooling and Servicing Agreement for designating Additional Accounts and
     conveying the Principal Receivables of such Accounts, whether now existing
     or hereafter created, have been satisfied, and (ii) each of the
     representations and warranties made by the Transferor in Section 5 is true
     and correct as of the Addition Date. The Trustee may conclusively rely on

                                       A-4

<PAGE>

     such Officer's Certificate, shall have no duty to make inquiries with
     regard to the matters set forth therein, and shall incur no liability in so
     relying.

          (b) Opinion of Counsel. The Transferor shall have delivered to the
              -------------------
     Trustee an Opinion of Counsel with respect to the Additional Accounts
     designated hereby substantially in the form of Exhibit B to the Pooling and
     Servicing Agreement.

          (c) Additional Information. The Transferor shall have delivered to the
              -----------------------
     Trustee such information as was reasonably requested by the Trustee to
     satisfy itself as to the accuracy of the representation and warranty set
     forth in Section 5 (d) to this Assignment.

          SECTION 7. Amendment of the Pooling and Servicing Agreement. The
                     -------------------------------------------------
     Pooling and Servicing Agreement is hereby amended to provide that all
     references therein to the "Pooling and Servicing Agreement," to "this
     Agreement" and "herein" shall be deemed from and after the Addition Date to
     be a dual reference to the Pooling and Servicing Agreement as supplemented
     by this Assignment. 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 its terms and
     except as expressly provided herein shall not constitute or be deemed to
     constitute a waiver of compliance with or a consent to noncompliance with
     any term or provision of the Pooling and Servicing Agreement.

          SECTION 8. Counterparts. This Assignment 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 9. No Petition. Each of the Trustee and, with respect to the
                     ------------
     Trust, the Transferor, severally and not jointly, hereby covenants and
     agrees that, prior to the date which is one (1) year and one (1) day after
     the payment in full of all Investor Certificates, it will not institute
     against, or join any other Person in instituting against, the Transferor or
     the Trust any bankruptcy, reorganization, arrangement, insolvency or
     liquidation proceedings or other similar proceeding under the laws of the
     United States or any state of the United States.

                                       A-5

<PAGE>

          IN WITNESS WHEREOF, the undersigned have caused this Assignment of
     Receivables in Additional Accounts to be duly executed and delivered by
     their respective duly authorized officers on the day and year first above
     written.

                                                       FIRST CONSUMERS CREDIT
                                                       CORPORATION


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


                                                       THE BANK OF NEW YORK,
                                                          as Successor Trustee


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

                                       A-6

<PAGE>

                                                                      SCHEDULE 1
                                                    to Assignment of Receivables
                                                          in Additional Accounts

                               ADDITIONAL ACCOUNTS
                               -------------------

                            Delivered to Trustee only

     As contained on an appropriately labeled computer record delivered
     contemporaneously with the Execution and delivery of the Existing Pooling
     Agreement.

                                       A-7

<PAGE>

                                                                       EXHIBIT B
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

             PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL TO BE
              DELIVERED PURSUANT TO SUBSECTION 2.6(c)(vii) OF THE
              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
              ----------------------------------------------------

          The opinions set forth below may be subject to certain qualifications,
     assumptions, limitations and exceptions taken or made in the opinion of
     FCNB's counsel with respect to similar matters delivered on the Initial
     Closing Date.

          1. The Transfer Agreement has been duly authorized, executed and
     delivered by the Seller and constitutes the legal, valid and binding
     agreement of Seller, enforceable against the Seller in accordance with its
     terms.

          2. If the Transfer Agreement constitutes a valid transfer and
     assignment of the Receivables and all rights to security for such
     Receivables and the proceeds thereof (including without limitation rights
     to bank accounts or certificates of deposit pledged as collateral) in the
     Additional Accounts (the "Collateral"), Financing Statements having been
                               ----------
     filed in the offices of the Secretaries of State of the States of Delaware
     and Oregon, and in Washington, D.C., the Trustee has acquired (based upon
     certificates of Seller to the effect that (a) Seller acquired the
     Collateral pursuant to the Receivables Purchase Agreement, (b) Seller has
     not transferred any interest in the Collateral other than to the Trustee or
     caused any lien to be imposed upon the Receivables, and (c) Seller will
     acquire pursuant to the Receivables Purchase Agreement all Collateral
     subsequently created in the Additional Accounts) free and clear of any Lien
     or interest of any Person except for (x) Liens permitted under subsection
     2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the
     Holder of the Seller Interest, and (z) Seller's right to receive interest
     accruing on, and investment earnings in respect of, the Collection
     Subaccounts and the Collection Sub-subaccounts as provided in the Amended
     and Restated Pooling and Servicing Agreement (the "Pooling and Servicing
     Agreement")) all right, title and interest of Seller in the Trust Assets
     free and clear of any Lien or interest of any Person, except for (x) Liens
     permitted under subsection 2.5(b) of the Pooling and Servicing Agreement,
     (y) the interest of the Holder of the Seller Interest, and (z) Seller's
     right to receive interest accruing on, and investment earnings in respect
     of, the Collection Subaccounts and the Collection Sub-subaccounts as
     provided in the Pooling and Servicing Agreement.

          3. If the Transfer Agreement does not constitute a valid transfer and
     assignment of the Collateral, the Pooling and Servicing Agreement as
     amended by the Transfer Agreement creates a valid security interest in
     favor of the Trustee for

                                      B-1

<PAGE>

     the benefit of the Investor Certificateholders in such Collateral. The
     Financing Statements having been filed in the Offices of the Secretaries of
     State of the States of Delaware and Oregon, and in Washington, D.C., the
     Trust, for the benefit of the Investor Certificateholders has a first
     priority perfected security interest in the Collateral now existing and
     hereafter created. Such perfection and priority of the Trustee for the
     benefit of the Investor Certificateholders in such Receivables, and the
     proceeds thereof, would not be affected by an increase or decrease in the
     relative interests in the Receivables of the Holder of the Seller Interest
     and of the Investor Certificateholders. Such perfection and priority would
     be enforceable against Seller notwithstanding the insolvency of Seller,
     except that such counsel need express no opinion as to the effect of
     Section 9-315 of the UCC as in effect in the applicable jurisdiction with
     respect to Proceeds held by Seller upon its insolvency.

          4. No filings or other action, other than the filing of the financing
     statement(s) referred to in such opinion (the "Financing Statements") with
     respect to the Trust's security interest in such Collateral and the
     proceeds thereof, in the Offices of the Secretaries of State of the States
     of Delaware and Oregon, and in Washington, D.C., are necessary to perfect
     or continue the perfected status of the security or other interest of the
     Trust in the Collateral designated by the Transfer Agreement, and the
     proceeds thereof, against third parties, except that appropriate
     continuation statements with respect to the Financing Statements be filed
     at five-year intervals to continue the perfection of such security
     interest.

          5. In the course of such counsel's representation of Seller in
     connection with this matter, and without independent investigation, such
     counsel has not become aware of (a) any type of right, lien or interest of
     any government or agency or instrumentality thereof or any lien arising by
     operation of law which might be asserted against the Collateral designated
     by the Transfer Agreement or the proceeds thereof in particular
     circumstances other than a tax lien or a lien arising under ERISA, (b) any
     such right, lien or interest which has been so asserted, or (c) any lien
     arising by operation of law or any attachment or execution lien which has
     been asserted against the Collateral designated by the Transfer Agreement
     or the proceeds thereof.

          6. The transfer of the Collateral to the Trust would not constitute a
     fraudulent conveyance of Seller; provided, that this opinion numbered 6
     need not be delivered if the short-term unsecured debt obligations of FCNB
     are rated at the time of such transfer at least P-3 by Moody's.

          7. Based on certificates of Seller to the effect of the following, to
     the best of the knowledge of counsel, (a) Seller acquired the Collateral
     pursuant to the Receivables Purchase Agreement, (b) Seller has not
     transferred any interest in the Collateral other than to the Trustee or
     caused any lien to be imposed upon the Collateral, and (c) Seller will
     acquire pursuant to the Receivables Purchase

                                      B-2

<PAGE>

     Agreement all Collateral subsequently created in the Additional Accounts
     free and clear of any Lien or interest of any Person except for (x) Liens
     permitted under subsection 2.5(b) of the Pooling and Servicing Agreement,
     (y) the interest of the Holder of the Seller Interest, and (z) Seller's
     right to receive interest accruing on, and investment earnings in respect
     of, the Collection Subaccounts and the Collection Sub-subaccounts as
     provided in the Pooling and Servicing Agreement.

                                      B-3

<PAGE>

                                                                       EXHIBIT C
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                          FORM OF RETRANSFER AGREEMENT
                          ----------------------------

          TRANSFER No.     OF RECEIVABLES (this "Retransfer Agreement"), dated
                       ---
     as of                 ,      , by and between FIRST CONSUMERS CREDIT
           ----------------  -----
     CORPORATION, a Delaware corporation (the "Transferor"), and THE BANK OF NEW
     YORK, a banking corporation organized and existing under the laws of New
     York (the "Trustee"), pursuant to the Amended and Restated Pooling and
     Servicing Agreement referred to below.

                              W I T N E S S E T H:

          WHEREAS, the Transferor and the Trustee are parties to the Amended and
     Restated Pooling and Servicing Agreement, dated as of September 30, 1992,
     amended and restated as of February 1, 1999, and amended and restated a
     second time as of December 31, 2001 (hereinafter as such agreement may have
     been, or may from time to time be, amended, supplemented or otherwise
     modified, the "Pooling and Servicing Agreement");

          WHEREAS, pursuant to the Pooling and Servicing Agreement, the
     Transferor wishes to remove all Receivables from certain designated
     Accounts of the Transferor (the "Removed Accounts") and to cause the
     Trustee to reconvey the Receivables of such Removed Accounts, whether now
     existing or hereafter created, from the Trust to the Transferor (as each
     such term is defined in the Pooling and Servicing Agreement); and

          WHEREAS, the Trustee is willing to accept such designation and to
     reconvey the Receivables in the Removed Accounts subject to the terms and
     conditions hereof;

          NOW THEREFORE, the Transferor and the Trustee hereby agree as follows:

          1. Defined Terms. All terms defined in the Pooling and Servicing
             -------------
     Agreement and used herein shall have such defined meanings when used
     herein, unless otherwise defined herein.

          "Removal Date" shall mean, with respect to the Removed Accounts
           ------------
     designated hereby,                  ,      .
                        -----------------  -----

                                      C-1

<PAGE>

          "Removal Notice Date" shall mean, with respect to the Removed Accounts
           -------------------
     designated hereby,                       (which shall be a date on or prior
                        ----------------------
     to the fifth Business Day prior to the Removal Date).

          2. Designation of Removed Accounts. The Transferor shall deliver to
             -------------------------------
     the Trustee, not later than three Business Days after the Removal Date, a
     computer file or microfiche list containing a true and complete list of
     each credit card account which as of the Removal Date shall be deemed to be
     a Removed Account, such accounts being identified by account number and by
     the amount of Principal Receivables in such accounts as of the close of
     business on the Removal Notice Date. Such list shall be marked as Schedule
     1 to this Retransfer Agreement and shall be incorporated into and made a
     part of this Retransfer Agreement as of the Removal Date.

          3. Conveyance of Receivables. (a) The Trustee does hereby transfer,
             -------------------------
     assign, set-over and otherwise convey to the Transferor, without recourse
     on and after the Removal Date, all right, title and interest of the Trust
     in and to the Receivables now existing and hereafter created in the Removed
     Accounts designated hereby, all monies due or to become due with respect
     thereto (including all Finance Charge Receivables), all Collections,
     Recoveries and other proceeds (as defined in Section 9-306 of the UCC as in
     effect in the applicable jurisdiction) of such Receivables and Insurance
     Proceeds relating thereto.

          (b) In connection with such transfer, the Trustee agrees to execute
     and deliver to the Transferor on or prior to the date of this Retransfer
     Agreement, a termination statement with respect to the Receivables now
     existing and hereafter created in the Removed Accounts designated hereby
     (which may be a single termination statement with respect to all such
     Receivables) evidencing the release by the Trust of its lien on the
     Receivables in the Removed Accounts, and meeting the requirements of
     applicable state law, in such manner and such jurisdictions as are
     necessary to remove such lien.

          4. Acceptance by Trustee. The Trustee hereby acknowledges that, prior
             ---------------------
     to or contemporaneously with the execution and delivery of this Retransfer
     Agreement, the Transferor delivered to the Trustee the computer file or
     microfiche list described in Section 2 of this Retransfer Agreement.

          5. Representations and Warranties of the Transferor. The Transferor
             ------------------------------------------------
     hereby represents and warrants to the Trust as of the Removal Date:

          (a) Legal Valid and Binding Obligation. This Retransfer Agreement
              ----------------------------------
     constitutes a legal, valid and binding obligation of the Transferor
     enforceable against the Transferor in accordance with its terms, except as
     such enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other

                                      C-2

<PAGE>

     similar laws now or hereafter in effect affecting the enforcement or
     creditors' rights in general and except as such enforceability may be
     limited by general principles of equity (whether considered in a suit at
     law or in equity); and

          (b) Selection Procedures. No selection procedures believed by the
              --------------------
     Transferor to be materially adverse to the interests of the Investor
     Certificateholders were utilized in selecting the Removed Accounts
     designated hereby.

          6. Condition Precedent. The amendment of the Pooling and Servicing
             -------------------
     Agreement set forth in Section 7 hereof is subject to the satisfaction, on
     or prior to the Removal Date, of the following condition precedent:

          Officers' Certificate. The Transferor shall have delivered to the
          ---------------------
     Trustee an Officers' Certificate certifying that (i) as of the Removal
     Date, all requirements set forth in Section 2.7 of the Pooling and
     Servicing Agreement for designating Removed Accounts and reconveying the
     Receivables of such Removed Accounts, whether now existing of hereafter
     created, have been satisfied, and (ii) each of the representations and
     warranties made by the Transferor in Section 5 hereof is true and correct
     as of the Removal Date. The Trustee may conclusively rely on such Officer's
     Certificate, shall have no duty to make inquiries with regard to the
     matters set forth therein and shall incur no liability in so relying.

          7. Amendment of the Pooling and Servicing Agreement. The Pooling and
             ------------------------------------------------
     Servicing Agreement is hereby amended to provide that all references
     therein to the "Pooling and Servicing Agreement", to "this Agreement" and
     "herein" shall be deemed from and after the Removal Date to be a dual
     reference to the Pooling and Servicing Agreement as supplemented by this
     Retransfer 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 its terms and
     except as expressly provided herein shall not constitute or be deemed to
     constitute a waiver of compliance with or a consent to non-compliance with
     any term or provision of the Pooling and Servicing Agreement.

          8. Counterparts. This Retransfer Agreement 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.

          9. No Petition. Each of the Trustee and, with respect to the Trust,
             -----------
     the Transferor, severally and not jointly, hereby covenants and agrees
     that, prior to the date which is one (1) year and one (1) day after the
     payment in full of all Investor Certificates, it will not institute
     against, or join any other Person in instituting against, the Transferor or
     the Trust any bankruptcy, reorganization, arrangement,

                                      C-3

<PAGE>

     insolvency or liquidation proceedings or other similar proceeding under the
     laws of the United States or any state of the United States.

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

                                                  FIRST CONSUMERS CREDIT
                                                  CORPORATION


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


                                                  THE BANK OF NEW YORK,
                                                  as Successor Trustee


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

                                      C-4

<PAGE>

                                                                      SCHEDULE 1
                                                         to Retransfer Agreement

                                REMOVED ACCOUNTS
                                ----------------

                            Delivered to Trustee only

     As contained on an appropriately labeled computer record delivered
     contemporaneously with the Execution and delivery of the Existing Pooling
     Agreement.

                                      C-5

<PAGE>

                                                                       EXHIBIT D
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                     FORM OF MONTHLY SERVICER'S CERTIFICATE
                     --------------------------------------

                          FIRST CONSUMERS MASTER TRUST

          The undersigned, a duly authorized representative of First Consumers
     National Bank ("FCNB"), as Servicer pursuant to the Pooling and Servicing
     Agreement dated as of September 30, 1992, amended and restated as of
     February 1, 1999, and amended and restated a second time as of December 31,
     2001, (the "Pooling and Servicing Agreement") among First Consumers Credit
     Corporation, FCNB and The Bank of New York, as Successor 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; provided that
     the "preceding Monthly Period" shall mean the Monthly Period immediately
     preceding the calendar month in which this Certificate is delivered. This
     Certificate is delivered pursuant to Section 3.4(c) of the Pooling and
     Servicing Agreement. References herein to certain sections and subsections
     are references to the respective sections and subsections of the Pooling
     and Servicing Agreement.

          2. FCNB is Servicer under the Pooling and Servicing Agreement.

          3. The undersigned is a Servicing Officer.

          4. The date of this Certificate is a Determination Date under the
     Pooling and Servicing Agreement.

          5. The aggregate amount of Collections processed during the preceding
     Monthly Period was equal to ..................................$
                                                                    ------------

          6. The aggregate amount of the Investor Percentage of Collections of
     Principal Receivables processed by the Servicer pursuant to Article IV
     during the preceding Monthly Period was equal to .............$
                                                                    ------------

          7. The aggregate amount of the Investor Percentage of Collections of
     Finance Charge Receivables processed by the Servicer pursuant to Article IV
     during the preceding Monthly Period was equal to .............$
                                                                    ------------

                                      D-1

<PAGE>

          8. The aggregate amount of Receivables as of the end of the last day
     of the preceding Monthly Period was equal to...............................
     ................$
                      -----------

          9. The aggregate amount of funds on deposit in the Finance Charge
     Account with respect to Collections processed as of the end of the last day
     of the preceding Monthly Period was equal to...............................
     ................$
                      -----------

          10. The aggregate amount of funds on deposit in the Principal Account
     with respect to Collections processed as of the end of the last day of the
     preceding Monthly Period was equal to......................................
     ................$
                      -----------

          11. The Available Cash Collateral Amount in connection with the Series
             Certificates as of the next succeeding Transfer Date is equal to...
     -------
     ................$
                      -----------

          12. The aggregate amount of withdrawals required to be made from the
     Cash Collateral Account pursuant to Article IV in connection with the
     Series         Certificates in the current calendar month is equal to......
            -------
     ................$
                      -----------

          13. The aggregate amount to be paid to the Cash Collateral Depositor
     in connection with the Series         Certificates from the Series
                                   -------                              -------
     Finance Charge Account pursuant to Article IV in the current calendar month
     is equal to.....$
                      -----------

          14. The sum of all amounts payable to the Investor Certificateholders
     on the Distribution Date in the current calendar month is equal to.........
     ................$
                      -----------

          15. Attached hereto is a true and correct copy of the statement
     required to be delivered by the Servicer on the date of this Certificate to
     the Paying Agent pursuant to the Series         Supplement.
                                             -------

          16. To the knowledge of the undersigned, there are no liens on any
     Receivables in the Trust except as described below:

               [If applicable, insert "None".]

          IN WITNESS WHEREOF, the undersigned has duly executed and delivered
     this certificate this      day of                ,      .
                           ----        ---------------  -----

                                               FIRST CONSUMERS NATIONAL BANK,
                                               as Servicer


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

                                      D-2

<PAGE>

                                                                       EXHIBIT E
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                      FORM OF ANNUAL SERVICER'S CERTIFICATE
                      -------------------------------------

                          FIRST CONSUMERS MASTER TRUST

          The undersigned, a duly authorized representative of First Consumers
     National Bank ("FCNB") as Servicer pursuant to the Pooling and Servicing
     Agreement dated as of September 30, 1992, amended and restated as of
     February 1, 1999, and as amended and restated a second time as of December
     31, 2001 (the Pooling and Servicing Agreement) among First Consumers Credit
     Corporation, FCNB and The Bank of New York, as successor trustee (the
     "Trustee"), does hereby certify that:

          1. FCNB is Servicer under the Pooling and Servicing Agreement.

          2. The undersigned is duly authorized pursuant to the Pooling and
     Servicing Agreement to execute and deliver this Certificate to the Trustee

          3. This Certificate is delivered pursuant to Section 3.5 of the
     Pooling and Servicing Agreement.

          4. A review of the activities of the Servicer during the calendar year
     ended December 31,       was conducted under my supervision.
                        -----

          5. Based on such review, the Servicer has, to the best of my
     knowledge, fully performed all its obligations under the Pooling and
     Servicing Agreement throughout such calendar year and no default in the
     performance of such obligations has occurred or is continuing except as set
     forth in paragraph 6 below.

          6. The following is a description of each default in the performance
     of the Servicer's obligations under the provisions of the Pooling and
     Servicing Agreement known to me to have been made during the calendar year
     ended December 31,      , which sets forth in detail the (i) nature of each
                        -----
     such default, (ii) the action taken by the Servicer, if any, to remedy each
     such default and (iii) the current status of each such default: [If
     applicable, insert "None"]

          IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
     this day of       ,      .
                 ------  -----


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

                                      E-1

<PAGE>

                                                                       EXHIBIT F
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                     PROVISIONS TO BE INCLUDED IN OPINION OF
                    COUNSEL PURSUANT TO SUBSECTION 13.2(d)(i)
                    -----------------------------------------

          (i) The amendment to the Amended and Restated Pooling and Servicing
     Agreement, attached hereto as Exhibit A (the "Amendment"), has been duly
     authorized, executed and delivered by Seller and FCNB and constitutes the
     legal, valid and binding agreement of Seller and FCNB, enforceable in
     accordance with its terms.

          (ii) The Amendment has been entered into in accordance with the terms
     and provisions of Section 13.1 of the Pooling and Servicing Agreement.
     12892058

                                      F-1

<PAGE>

                                                                       EXHIBIT G
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                            PROVISIONS TO BE INCLUDED
                          IN ANNUAL OPINION OF COUNSEL
                          ----------------------------

          The opinions set forth below, which are to be delivered pursuant to
     subsection 13.2(d) of the Amended and Restated Pooling and Servicing
     Agreement ("Pooling and Servicing Agreement"), may be subject to certain
     qualifications, assumptions, limitations, and exceptions taken or made in
     the opinion of counsel to FCNB with respect to similar matters delivered on
     the Initial Closing Date.

          1. If the Pooling and Servicing Agreement constitutes a valid transfer
     and assignment of the Trust Assets, the Financing Statements having been
     filed in the offices of the Secretaries of State of the States of Delaware
     and Oregon, and in Washington, D.C., the Trustee has acquired (based upon
     certificates of Seller to the effect that (a) Seller acquired the
     Receivables and all rights to security for such Receivables and the
     proceeds thereof (including without limitation rights to bank accounts or
     certificates of deposit pledged as collateral) (the "Collateral") pursuant
                                                          ----------
     to the Receivables Purchase Agreement, (b) Seller has not transferred any
     interest in the Collateral other than to the Trustee or caused any lien to
     be imposed upon the Collateral, and (c) Seller will acquire pursuant to the
     Receivables Purchase Agreement all Collateral subsequently created in the
     Additional Accounts free and clear of any Lien or interest of any Person
     except for (x) Liens permitted under subsection 2.5(b) of the Pooling and
     Servicing Agreement, (y) the interest of the Holder of the Seller Interest,
     and (z) Seller's right to receive interest accruing on, and investment
     earnings in respect of, the Collection Subaccounts and the Collection
     Sub-subaccounts as provided in the Pooling and Servicing Agreement) all
     right, title and interest of Seller in the Trust Assets free and clear of
     any Lien or interest of any Person, except for (x) Liens permitted under
     subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest
     of the Holder of the Seller Interest, and (z) Seller's right to receive
     interest accruing on, and investment earnings in respect of, the Collection
     Subaccounts and the Collection Sub-subaccounts as provided in the Pooling
     and Servicing Agreement.

          2. If the Pooling and Servicing Agreement does not constitute a valid
     transfer and assignment of all right, title, and interest in the Trust
     Assets, the Pooling and Servicing Agreement creates a valid security
     interest in favor of the Trustee for the benefit of the Investor
     Certificateholders in the Trust Assets. The Financing Statements having
     been filed in the offices of the Secretaries of State of the States of
     Delaware and Oregon, and in Washington, D.C., the Trust, for the benefit of
     the Investor Certificateholders has a first priority perfected security
     interest in that

                                      G-1

<PAGE>

     portion of the Trust Assets that consists of the Collateral now existing
     and hereafter created (other than Collateral in Additional Accounts), and
     all monies due or to become due with respect thereto, including the
     proceeds thereof. Such perfection and priority of the Trustee for the
     benefit of the Investor Certificateholders in such Collateral, and the
     proceeds thereof, would not be affected by an increase or decrease in the
     relative interests in the Collateral of the Holder of the Seller Interest
     and of the Investor Certificateholders. Such perfection and priority would
     be enforceable against Seller notwithstanding the insolvency of Seller
     except that such counsel need express no opinion as to the effect of
     Section 9-315 of the UCC as in effect in the applicable jurisdiction with
     respect to proceeds held by Seller upon its insolvency.

          3. No filings or other action, other than the filing of the financing
     statement(s) referred to in such opinion (the "Financing Statements") with
     respect to the Trust's interest in the Collateral and the proceeds thereof
     in the Offices of the Secretaries of State of the States of Delaware and
     Oregon, and in Washington, D.C., are necessary to perfect or continue the
     perfected status of the interest of the Trust in the Collateral and the
     proceeds thereof against third parties, except that appropriate
     continuation statements with respect to the Financing Statement(s) must be
     filed at five-year intervals.

          4. In the course of such counsel's representation of Seller in
     connection with this matter, and without independent investigation, such
     counsel has not become aware of (a) any type of right, lien, or interest of
     any government or agency or instrumentality thereof or any lien arising by
     operation of law which might be asserted against the Collateral or the
     proceeds arising under ERISA, (b) any such right, lien or interest which
     has been so asserted or (c) any lien arising by operation of law or any
     attachment or execution lien which had been asserted against the Collateral
     or the proceeds thereof.

                                       G-2

<PAGE>

                                                                      SCHEDULE 1
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                                LIST OF ACCOUNTS
                                ----------------

                            Delivered to Trustee only

     As contained on an appropriately labeled computer record delivered
     contemporaneously with the Execution and delivery of the Existing Pooling
     Agreement.

     Aggregate Receivables as of the Cut Off Date:           $152,900,177

     Aggregate Principal Receivables as of the Cut Off Date: $150,759,365

                                      G-3

<PAGE>

                                                                      SCHEDULE 2
                                                         to Amended and Restated
                                                 Pooling and Servicing Agreement

                   PERFECTION REPRESENTATIONS AND WARRANTIES
                   -----------------------------------------

          In addition to the representations, warranties and covenants contained
     in the Pooling and Servicing Agreement, Seller hereby represents, warrants
     and covenants to the Trust as follows:

          (1) The Pooling and Servicing Agreement creates either (A) a valid
     transfer to the Trust of all right, title and interest of Seller in, to and
     under (i) the Receivables conveyed to the Seller pursuant to the
     Receivables Purchase Agreement and (ii) all rights to security for such
     Receivables (including without limitation rights to bank accounts or
     certificates of deposit pledged as collateral) (the "Obligor Collateral"
                                                          ------------------
     and, together with the Receivables, the "Collateral") , and the Collateral
                                              ----------
     will be held by the Trust free and clear of any Lien, except for (w) the
     interests of the Trustee, the Certificateholders and the Enhancement
     Providers, (x) Liens permitted pursuant to paragraph 3 below, or (y) the
     interests of the Seller as holder of the Seller Interest or (B) a valid and
     continuing security interest (as defined in the applicable UCC) in the
     Collateral in favor of the Trust, which security interest is prior to all
     other Liens, and is enforceable as such against creditors of and purchasers
     from the Seller (other than Liens permitted pursuant to paragraph 3 below).

          (2) The Receivables constitute "accounts" within the meaning of the
     applicable UCC. The Obligor Collateral constitutes security interests on
     personal property securing certain of those accounts, and the creation and
     perfection of a security interest in such security interests is governed by
     Sections 9-203(g) and 9- 308(e), respectively, of the applicable UCC.

          (3) Immediately prior to the conveyance of, or the grant of the
     security interest in, the Collateral pursuant to the Pooling and Servicing
     Agreement, Seller owns and has good and marketable title to the Collateral,
     and a valid, perfected security interest in the collateral for the
     Receivables in any secured Accounts, in each case, free and clear of any
     Lien, claim or encumbrance of any Person; provided that nothing in this
     paragraph 3 shall prevent or be deemed to prohibit Seller from suffering to
     exist upon any of the Collateral any Liens for any taxes if such taxes
     shall not at the time be due and payable or if FCNB or Seller, as
     applicable, shall currently be contesting the validity thereof in good
     faith by appropriate proceedings and shall have set aside on its books
     adequate reserves with respect thereto.

          (4) Seller has caused, or will have caused within 10 days, the filing
     of all appropriate financing statements in the proper filing office in the
     appropriate

                                       G-4

<PAGE>

     jurisdictions under applicable law in order to perfect the security
     interest in the Collateral granted to the Trust under the Pooling and
     Servicing Agreement.

          (5) Other than the security interest granted to the Trust pursuant to
     the Pooling and Servicing Agreement, Seller has not pledged, assigned,
     sold, granted a security interest in, or otherwise conveyed any of the
     Collateral. Seller has not authorized the filing of and is not aware of any
     financing statements against Seller that include a description of
     collateral covering the Collateral.

          (6) Seller is not aware of any judgment, ERISA or tax lien filings
     against Seller.

          (7) Notwithstanding any other provision of the Pooling and Servicing
     Agreement, the representations and warranties set forth in this Schedule 2
                                                                     ----------
     shall be continuing, and remain in full force and effect, until such time
     as all Certificates have been finally and fully paid and shall survive the
     transfer of the Trust Assets to the Trust under the Pooling and Servicing
     Agreement and the termination of the rights and obligations of the Servicer
     pursuant to Article X thereof. The parties to the Pooling and Servicing
                 ---------
     Agreement shall not, without satisfying the Rating Agency Condition, waive
     a breach of any representation or warranty set forth in this Schedule 2. In
                                                                  ----------
     order to evidence the interests of Seller and the Trust under the Pooling
     and Servicing Agreement, Seller and Servicer shall take such action, or
     execute and deliver such instruments (other than filing financing
     statements) as may be necessary or advisable (including, without
     limitation, such actions as are requested by Indenture Trustee) to maintain
     and perfect, as a first priority interest, Seller's or the Trust's security
     interest in the Collateral. The Servicer shall, from time to time and
     within the time limits established by law, prepare and present to the
     Trustee for the Trustee's authorization and approval all financing
     statements, amendments, continuations or initial financing statements in
     lieu of a continuation statement, or other filings necessary to continue,
     maintain and perfect as a first-priority interest. The Trustee's approval
     of such filings shall authorize the Servicer to file such financing
     statements under the UCC without the signature of Seller or Trustee where
     allowed by applicable law. Notwithstanding anything else in the Pooling and
     Servicing Agreement to the contrary, the Servicer shall not have any
     authority to file a termination, partial termination, release, partial
     release, or any amendment that deletes the name of a debtor or excludes
     collateral of any such financing statements, without the prior written
     consent of the Trustee. The Trustee may require, prior to authorizing or
     filing any such termination, partial termination, release, partial release
     or amendment, that Servicer provide an Opinion of Counsel that such filings
     are authorized under the Pooling and Servicing Agreement.

                                       G-5

</TEXT>
</DOCUMENT>
