First Bankcard Master Credit Card Trust, et al. · 424B5 · On 10/18/02

Filed On 10/18/02 5:23pm ET   ·   SEC Files 333-86574, -01   ·   Accession Number 950137-2-5335

Prospectus   ·   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus                                           143    603K 

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Prospectus Supplement to Prospectus dated October 16, 2002

[FIRST NATIONAL BANK OMAHA LOGO]

First National Master Note Trust
Issuer

                                                                [Download Table]
                                                                        
FIRST NATIONAL FUNDING LLC                  FIRST NATIONAL BANK OF OMAHA
        Transferor                                    Servicer          

SERIES 2002-1 ASSET BACKED NOTES

                                                        [Enlarge/Download Table]

                             CLASS A NOTES             CLASS B NOTES             CLASS C NOTES      
                       -------------------------  ------------------------  ------------------------
                                                                                                    
Principal amount       $332,000,000               $31,000,000               $37,000,000             
Interest rate          One-month LIBOR            One-month LIBOR           One-month LIBOR         
                       plus 0.11% per year        plus 0.40% per year       plus 1.12% per year     
Interest payment                                                                                    
  dates                monthly, beginning         monthly, beginning        monthly, beginning      
                       December 16, 2002          December 16, 2002         December 16, 2002       
Expected principal                                                                                  
  payment date         October 17, 2005           October 17, 2005          October 17, 2005        
Maturity date          March 17, 2008             March 17, 2008            March 17, 2008          
Price to public        $332,000,000 (or 100.00%)  $31,000,000 (or 100.00%)  $37,000,000 (or 100.00%)
Underwriting discount  $747,000 (or 0.225%)       $85,250 (or 0.275%)       $111,000 (or 0.3000%)   
Proceeds to issuer     $331,253,000 (or 99.775%)  $30,914,750 (or 99.725%)  $36,889,000 (or 99.700%)

SUBORDINATION                                                                   

-  The Class B notes will be subordinated to the Class A notes.   

  -  The Class C notes will be subordinated to the Class A and Class B
notes.                                                      

The notes will be paid from the issuer's assets consisting primarily of an      
interest in receivables in a portfolio of VISA(R) and MasterCard(R) revolving   
credit card accounts owned by First National Bank of Omaha.                     

We expect to issue your series of notes in book-entry form on or about October  
24, 2002.                                                                       

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-11 IN THIS   
PROSPECTUS SUPPLEMENT AND PAGE 3 IN THE PROSPECTUS.                             

A note is not a deposit and neither the notes nor the underlying accounts or    
receivables are insured or guaranteed by the Federal Deposit Insurance          
Corporation or any other governmental agency.                                   

The notes are obligations of First National Master Note Trust only and are not  
obligations of First National Funding LLC, First National Bank of Omaha or any  
other person.                                                                   

This prospectus supplement may be used to offer and sell the notes only if      
accompanied by the prospectus.                                                  

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED THESE NOTES OR DETERMINED THAT THIS PROSPECTUS          
SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.                                                 

Underwriters of the Class A notes and (with respect to the Lead Managers) the 
Class B and Class C notes 

                                                                [Download Table]
                                                                             

Lead Manager and Sole Book Runner                    Joint Lead Manager      
  BANC ONE CAPITAL MARKETS, INC.               BANC OF AMERICA SECURITIES LLC
                                  Co-Manager                                 
                             ABN AMRO INCORPORATED                           

October 16, 2002

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS 

  We (First National Funding LLC) provide information to you about the
notes in two separate documents: (a) the accompanying prospectus, which provides
general information, some of which may not apply to your series of notes, and   
(b) this prospectus supplement, which describes the specific terms of your      
series of notes.                                                                

     Whenever the information in this prospectus supplement is more specific
than the information in the accompanying prospectus, you should rely on the     
information in this prospectus supplement.                                      

 You should rely only on the information provided in this prospectus
supplement and the accompanying prospectus, including the information           
incorporated by reference. We have not authorized anyone to provide you with    
different information. We are not offering the notes in any state where the     
offer is not permitted.                                                         

We include cross references in this prospectus supplement and the 
accompanying prospectus to captions in these materials where you can find       
further related discussions. The following Table of Contents and the Table of   
Contents in the accompanying prospectus provide the pages on which these        
captions are located.                                                           

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NOTICE TO RESIDENTS OF THE UNITED KINGDOM 

 THIS PROSPECTUS SUPPLEMENT MAY ONLY BE COMMUNICATED OR CAUSED TO BE
COMMUNICATED IN THE UNITED KINGDOM TO PERSONS AUTHORIZED TO CARRY ON A REGULATED
ACTIVITY ("AUTHORIZED PERSONS") UNDER THE FINANCIAL SERVICES AND MARKETS ACT    
2000 (THE "FSMA") OR TO PERSONS OTHERWISE HAVING PROFESSIONAL EXPERIENCE IN     
MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER
ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) 
ORDER 2001, AS AMENDED OR TO PERSONS QUALIFYING AS HIGH NET WORTH PERSONS UNDER 
ARTICLE 49 OF THAT ORDER.                                                       

   NO PROSPECTUS RELATING TO THE NOTES HAS BEEN REGISTERED IN THE UNITED
KINGDOM AND ACCORDINGLY, THE NOTES MAY NOT BE, AND ARE NOT BEING, OFFERED IN THE
UNITED KINGDOM EXCEPT TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN      
ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT)
FOR THE PURPOSES OF THEIR BUSINESS OR EXCEPT IN CIRCUMSTANCES WHICH WOULD NOT   
RESULT IN AN OFFER TO THE PUBLIC IN THE UNITED KINGDOM WITHIN THE MEANING OF THE
PUBLIC OFFERS OF SECURITIES REGULATIONS 1995, AS AMENDED.                       

       NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE NOTES ARE OR WILL BE AVAILABLE
TO OTHER CATEGORIES OF PERSONS IN THE UNITED KINGDOM AND NO ONE FALLING OUTSIDE 
SUCH CATEGORIES IS ENTITLED TO RELY ON, AND THEY MUST NOT ACT ON, ANY           
INFORMATION IN THIS PROSPECTUS SUPPLEMENT. THE COMMUNICATION OF THIS PROSPECTUS 
SUPPLEMENT TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN THE CATEGORIES STATED 
ABOVE IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.                              

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TABLE OF CONTENTS 

                                                                [Download Table]

                                          PAGE
                                              
SUMMARY OF TERMS........................   S-1
SERIES 2002-1...........................   S-1
OFFERED NOTES...........................   S-2
STRUCTURAL SUMMARY......................   S-3
  The Issuer............................   S-3
  Collateral for the Notes..............   S-3
  First Bankcard Master Credit Card           
     Trust..............................   S-3
  Other Claims on the Receivables.......   S-4
     Other Series of Notes..............   S-4
     Outstanding Series of Investor           
       Certificates.....................   S-4
     The Transferor Interest............   S-4
  Allocations of Collections and              
     Losses.............................   S-4
  Discount Option.......................   S-5
  Application of Finance Charge               
     Collections........................   S-5
  Application of Principal                    
     Collections........................   S-6
     Revolving Period...................   S-6
     Accumulation Period................   S-6
     Rapid Amortization Period..........   S-6
     Reallocation of Principal                
       Collections......................   S-6
     Excess Principal Collections.......   S-7
  Credit Enhancement....................   S-7
     Subordination......................   S-7
     Spread Account.....................   S-7
  Pay Out Events........................   S-7
  Events of Default.....................   S-8
  Optional Redemption...................   S-9
  Tax Status............................   S-9
  ERISA Considerations..................   S-9
  Risk Factors..........................   S-9
  Ratings...............................   S-9
  First National Funding LLC............  S-10
RISK FACTORS............................  S-11
RECEIVABLES PERFORMANCE.................  S-12
  Delinquency and Loss Experience.......  S-12
  Revenue Experience....................  S-13

                                                                [Download Table]

                                          PAGE
                                              
  Interchange...........................  S-14
THE TRUST PORTFOLIO.....................  S-14
MATURITY CONSIDERATIONS.................  S-19
  Accumulation Period...................  S-19
  Rapid Amortization Period.............  S-19
  Payment Rates.........................  S-20
  Reduced Principal Allocations.........  S-20
DESCRIPTION OF SERIES PROVISIONS........  S-21
  Collateral Amount.....................  S-21
  Allocation Percentages................  S-22
  Interest Payments.....................  S-23
  Principal Payments and Deposits.......  S-24
  Accumulation Period...................  S-25
  Suspension and Postponement of              
     Accumulation Period................  S-26
  Rapid Amortization Period.............  S-28
  Subordination.........................  S-28
  Application of Finance Charge               
     Collections........................  S-29
  Reallocation of Principal                   
     Collections........................  S-30
  Investor Charge-Offs..................  S-31
  Sharing Provisions....................  S-32
  Principal Accumulation Account........  S-32
  Spread Account; Required Spread             
     Account Amount.....................  S-33
  Reserve Account.......................  S-34
  Pay Out Events........................  S-36
  Events of Default.....................  S-37
  Servicing Compensation and Payment of       
     Expenses...........................  S-38
UNDERWRITING............................  S-39
LEGAL MATTERS...........................  S-41
GLOSSARY OF TERMS FOR PROSPECTUS              
  SUPPLEMENT............................  S-42
ANNEX I: OTHER SECURITIES ISSUED AND          
  OUTSTANDING...........................  S-43

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SUMMARY OF TERMS

                                                                [Download Table]
                                                                            
Issuer:                                First National Master Note Trust     
Transferor of Receivables to the                                            
   Trust:                              First National Funding LLC           
Servicer:                              First National Bank of Omaha         
Indenture Trustee:                     The Bank of New York                 
Owner Trustee:                         Wilmington Trust Company             
Expected Closing Date:                 October 24, 2002                     
Clearance and Settlement:              DTC/Clearstream/Euroclear            
Minimum Denominations:                 $1,000                               
Servicing Fee Rate:                    2% per annum                         
Initial Collateral Amount:             $400,000,000                         
Primary Assets of the Issuer:          An interest in receivables originated
                                       in VISA(R) and MasterCard(R)         
                                       revolving credit card accounts owned 
                                       by First National Bank of Omaha.     
Offered Notes:                         The Class A, Class B, and Class C    
                                       notes are offered by this prospectus 
                                       supplement and the accompanying      
                                       prospectus.                          

SERIES 2002-1 

                                                                [Download Table]

        CLASS     AMOUNT     % OF SERIES 2002-1 NOTES
        -----  ------------  ------------------------
                                                     
Class A notes  $332,000,000            83.00%        
Class B notes    31,000,000             7.75%        
Class C notes    37,000,000             9.25%        
               ------------           ------         
Total          $400,000,000           100.00%        
               ============           ======         

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OFFERED NOTES 

                                                        [Enlarge/Download Table]

                               CLASS A                   CLASS B                 CLASS C       
                       ------------------------   ---------------------   ---------------------
                                                                                               
Initial Principal                                                                              
Amount:                $332,000,000               $31,000,000             $37,000,000          

Anticipated                                                                                    
Ratings:(1)                                                                                    
(Moody's/ S&P/Fitch)   Aaa/AAA/AAA                A2/A/A+                 Baa2/BBB/BBB         

Credit Enhancement:    subordination of Class B   subordination of        spread account       
                       and Class C notes          Class C notes                                

Interest Rate:         One-month LIBOR plus       One-month LIBOR plus    One-month LIBOR plus 
                       0.11% per year             0.40% per year          1.12% per year       

Interest Accrual                                                                               
Method:                actual/360                 actual/360              actual/360           

Payment Dates:         15(th) day of each         15(th) day of each      15(th) day of each   
                       month, or if that day is   month, or if that day   month, or if that day
                       not a business day, the    is not a business       is not a business    
                       next business day          day, the next           day, the next        
                                                  business day            business day         

First Interest                                                                                 
Payment Date:          December 16, 2002          December 16, 2002       December 16, 2002    

Interest Rate Index                                                                            
Reset Date:            2 London business          2 London business       2 London business    
                       days before each payment   days before each        days before each     
                       date                       payment date            payment date         

Commencement of                                                                                
Accumulation Period                                                                            
(subject to                                                                                    
adjustment):           October 1, 2004            October 1, 2004         October 1, 2004      

Expected Principal                                                                             
Payment Date:          October 17, 2005           October 17, 2005        October 17, 2005     

Maturity Date:         March 17, 2008             March 17, 2008          March 17, 2008       

ERISA eligibility:     Yes, subject to important considerations described under "ERISA         
                       Considerations" in the accompanying prospectus.                         

Debt for United                                                                                
States Federal Income                                                                          
Tax Purposes:          Yes, subject to important considerations described under "Federal Income
                       Tax Consequences" in the accompanying prospectus.                       

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

                                                        [Enlarge/Download Table]
                                                                                       
(1) It is a condition to issuance that ratings from at least two of these credit rating
    agencies be obtained.                                                              

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STRUCTURAL SUMMARY

This summary is a simplified presentation of the major structural components of 
Series 2002-1. It does not contain all of the information that you need to      
consider in making your investment decision. You should carefully read this     
entire document and the accompanying prospectus before you purchase any notes.  

THE ISSUER                                                                      

The notes will be issued by First National Master Note Trust, a Delaware        
statutory trust, under an indenture supplement to an indenture, each between the
issuer and the indenture trustee.                                               

The indenture trustee is The Bank of New York.                                  

COLLATERAL FOR THE NOTES                                                        

The notes are secured by a beneficial interest in a pool of receivables that    
arise under First National Bank of Omaha's VISA and MasterCard revolving credit 
card accounts.                                                                  

The bank has designated some eligible accounts from its portfolio of VISA and   
MasterCard credit card accounts and has transferred the receivables in those    
accounts either directly to First Bankcard Master Credit Card Trust or to us.   
Prior to the issuance of the notes, we will transfer the receivables sold to us 
by the bank to First Bankcard Master Credit Card Trust. We refer to the accounts
that have been designated as trust accounts, as the trust portfolio. Prior to   
the issuance of the notes, First Bankcard Master Credit Card Trust will have    
issued a collateral certificate representing an interest in the receivables and 
the other assets of First Bankcard Master Credit Card Trust to us, and we will  
have transferred that collateral certificate to the issuer and that collateral  
certificate serves as collateral for the notes.                                 

The receivables in First Bankcard Master Credit Card Trust as of August 31, 2002
were approximately as follows:                                                  

--  total receivables: $1,947,198,948                                         

--  principal receivables: $1,925,143,980                                     

--  finance charge receivables: $22,054,968                                   

--  total accounts designated to First Bankcard Master Credit Card Trust:     
1,705,430                                                             

FIRST BANKCARD MASTER CREDIT CARD TRUST                                         

First Bankcard Master Credit Card Trust was formed under Nebraska law by the    
bank in 1995 under a pooling and servicing agreement. The terms of the trust    
were amended and restated on June 26, 1997, have been amended subsequent to the 
restatement in 1997 and may in the future be amended from time to time. The     
October 2002 amendment, among other things, designated us as transferor in      
replacement of First National Bank of Omaha. The bank has transferred some of   
the VISA and MasterCard credit card receivables directly to First Bankcard      
Master Credit Card Trust under the pooling and servicing agreement prior to its 
amendment. We entered into a receivables purchase agreement with the bank at the
time of the amendment in order to create obligations of the bank to us that     
parallel some, but not all, of our obligations to the trust. We have transferred
the receivables sold to us by the bank to First Bankcard Master Credit Card     
Trust under the pooling and servicing agreement.                                

The trustee for First Bankcard Master Credit Card Trust is The Bank of New York.

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After all outstanding series of investor certificates that have been issued by  
First Bankcard Master Credit Card Trust have been retired, other than the       
collateral certificate held by the issuer, we may cause First Bankcard Master   
Credit Card Trust to terminate, at which time the receivables will be           
transferred to the issuer and held directly by the issuer as collateral for the 
notes. We refer to the entity--either First Bankcard Master Credit Card Trust or
the issuer--that holds the receivables at any given time as the trust.          

OTHER CLAIMS ON THE RECEIVABLES                                                 

OTHER SERIES OF NOTES                                                     

Series 2002-1 is the first series of notes issued by the issuer. The issuer may 
issue other series of notes from time to time in the future. Neither you nor any
other noteholder will have the right to consent to the issuance of future series
of notes.                                                                       

OUTSTANDING SERIES OF INVESTOR CERTIFICATES                                 

In addition to the collateral certificate, there will be five series of investor
certificates issued by First Bankcard Master Credit Card Trust that remain      
outstanding on the closing date. Each series of investor certificates represents
a beneficial interest in the receivables and the other trust assets. A summary  
of the other outstanding series of investor certificates is in "Annex I: Other  
Securities Issued and Outstanding" included at the end of this prospectus       
supplement. Neither you nor any other noteholder will have the right to consent 
to the issuance of future series of investor certificates.                      

THE TRANSFEROR INTEREST                                                   

We own the interest, called the transferor interest, in the receivables and the 
other assets of the trust not supporting your series or any other series of     
notes or series of investor certificates. The transferor interest does not      
provide credit enhancement for your series or any other series.                 

ALLOCATIONS OF COLLECTIONS AND LOSSES                                           

Your notes represent the right to payments from a portion of the collections on 
the receivables. The servicer will also allocate to your series a portion of    
defaulted receivables and will also allocate a portion of the dilution on the   
receivables to your series if the dilution is not offset by the amount of the   
transferor interest and the transferor fails to comply with its obligation to   
reimburse the trust for the dilution. Dilution means any reduction to the       
principal balances of receivables made by the servicer because of merchandise   
returns or any other reason except losses or payments. Dilution also includes   
reductions due to a debt cancellation or reduction program that cannot be       
recovered from insurance or the program's reserves.                             

The portion of collections, defaulted receivables and uncovered dilution        
allocated to your series will be based mainly upon the ratio of the amount of   
collateral for your series to the sum of the total amount of principal          
receivables in the trust and any balance in the trust's excess funding account. 
The way this ratio is calculated will vary during each of three periods that may
apply to your notes:                                                            

- The revolving period, which will begin on the closing date and end when either
of the other two periods begins.                                            

- The accumulation period, which is scheduled to begin on October 1, 2004 and   
end on October 17, 2005. However, if a pay out event occurs before the      
accumulation period begins, there will be                                   

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no accumulation period and a rapid amortization period will begin. If a pay 
 out event occurs during the accumulation period, the accumulation period will
  end, and a rapid amortization period will begin. Under some circumstances, the
beginning of the accumulation period may be delayed, or if it has already   
begun, may be suspended. During this delay or upon the suspension of the    
accumulation period, the revolving period shall continue or resume, as      
  appropriate. Throughout the accumulation period we will accumulate collections
of principal receivables for later distribution to you.                     

 --  The rapid amortization period, which will only occur if one or more adverse
events, known as pay out events, occurs.                              

For most purposes, the collateral amount used in determining these ratios will  
be measured as of and will be reset no less frequently than at the end of each  
month. There are exceptions, as follows. For allocations of finance charge      
collections during the rapid amortization period, the amounts as of the end of  
the revolving period or, if applicable, the end of the accumulation period will 
be used. For allocations of principal collections during the accumulation period
or the rapid amortization period, the collateral amount at the end of the       
revolving period will be used. We may request a decrease in the amount used,    
provided that the rating agencies confirm that the decrease will not impair     
their ratings of your notes.                                                    

The collateral amount for your series is:                                       

--  the original principal amount of the notes, minus                         

--  principal payments on the notes (except payments made from the spread     
 account) and the balance held in the principal accumulation account for
principal payments, minus                                             

--  the amount of any principal collections reallocated to cover interest and 
servicing payments for your series, minus                             

--  your series' share of defaults and uncovered dilution to the extent not   
reimbursed from finance charge collections and investment earnings    
allocated to your series.                                             

A reduction to the collateral amount because of reallocated principal           
collections or defaults or uncovered dilution will be reversed to the extent    
that your series has available finance charge collections and investment        
earnings in future periods.                                                     

DISCOUNT OPTION                                                                 

Subject to some limitations, we may elect to treat up to 4% of the principal    
receivables in the trust as finance charge receivables for purposes of the      
allocations described in this prospectus supplement. We may from time to time,  
and subject to some limitations, increase--to a percentage not greater than     
4%--or reduce or eliminate the percentage used for this purpose. This percentage
will initially be zero.                                                         

APPLICATION OF FINANCE CHARGE COLLECTIONS                                       

Collections of finance charge receivables allocated to your series during each  
month will be applied on the distribution date falling in the next month in the 
following order of priority:                                                    

--  to pay interest on the Class A notes;                                     

--  to pay interest on the Class B notes;                                     

--  to pay servicing fees for your series to any unaffiliated successor       
servicer should the                                                   

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bank no longer be the servicer to the trust;                                    

--  to pay interest on the Class C notes;                                     

 --  to cover your series' share of defaulted receivables and uncovered dilution
for the prior calendar month;                                         

--  to reinstate any prior reductions in your series collateral amount on     
account of defaulted receivables, uncovered dilution or reallocated   
principal collections, in each case that have not been reimbursed;    

--  to make deposits, if required, into the spread account;                   

--  to pay servicing fees to the bank or any of its affiliates;               

--  in limited circumstances, to make deposits into a reserve account; and    

--  to other series that share excess finance charge collections with Series  
2002-1;                                                               

--  following a servicer default and the appointment of a successor servicer, 
to pay to the successor servicer any excess servicing fees; and       

--  any remaining balance to us or our assigns.                               

APPLICATION OF PRINCIPAL COLLECTIONS                                            

The issuer will apply your series' share of collections of principal receivables
each month as follows:                                                          

REVOLVING PERIOD                                                          

During the revolving period, no principal will be paid or accumulated in a trust
account for you.                                                                

ACCUMULATION PERIOD                                                       

During the accumulation period, your series' share of principal collections will
be deposited in a trust account, up to a specified controlled accumulation      
amount on each distribution date. Amounts on deposit in that account will be    
paid, first, to the Class A noteholders until the Class A notes are paid in     
full, then to the Class B noteholders until the Class B notes are paid in full, 
and then to the Class C noteholders until the Class C notes are paid in full, on
the expected principal payment date for the notes, unless a pay out event       
occurs.                                                                         

RAPID AMORTIZATION PERIOD                                                 

A rapid amortization period for your series will start if a pay out event       
occurs. The pay out events for your series are described below in this summary  
and under "Description of Series Provisions--Pay Out Events" in this prospectus 
supplement. During the rapid amortization period, your series' share of         
principal collections will be paid monthly--without any limitation based on the 
controlled accumulation amount--first to the Class A noteholders, then to the   
Class B noteholders and then to the Class C noteholders, in each case until the 
specified class of notes is paid in full.                                       

REALLOCATION OF PRINCIPAL COLLECTIONS                                     

During any of the above periods, principal collections allocated to your series 
may be reallocated, if necessary, to make required payments of interest on the  
Class A notes and the Class B notes and monthly servicing fee payments payable  
to a servicer other than the bank or one of its affiliates, that are not made   
from your series' share of finance charge collections, other amounts treated as 
finance charge collections and excess finance charge collections available from 
other series that share with your series. This reallocation is one of the ways  
that the more senior classes of notes obtain the benefit of subordination, as   
described in the next section of this summary. The amount of reallocated        
principal collections is limited by the amount of available subordination.      

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EXCESS PRINCIPAL COLLECTIONS                                              

At all times, collections of principal receivables allocated to your series that
are not needed for payments on your series will first be made available to other
series, second, deposited in the excess funding account if needed and third,    
paid to us or our assigns.                                                      

CREDIT ENHANCEMENT                                                              

Credit enhancement for your series includes subordination and, for the Class C  
noteholders, a spread account, each as described below.                         

Credit enhancement for your series is for your series' benefit only, and you are
not entitled to the benefits of credit enhancement available to other series.   

SUBORDINATION                                                             

Credit enhancement for the Class A notes includes the subordination of the Class
B notes and the Class C notes.                                                  

Credit enhancement for the Class B notes includes the subordination of the Class
C notes.                                                                        

Subordination serves as credit enhancement in the following way. The more       
subordinated, or junior, classes of notes will not receive payment of interest  
or principal until required payments have been made to the more senior classes. 
As a result, subordinated classes will absorb any shortfalls in collections or  
deterioration in the collateral for the notes prior to senior classes. Any      
shortfall will reduce the principal of the notes, beginning with reductions to  
the most subordinated class of notes then outstanding.                          

SPREAD ACCOUNT                                                            

Credit enhancement is also available to the Class C noteholders in the form of a
spread account. The spread account will be funded with an initial deposit on the
closing date. The trust will make monthly deposits into the spread account from 
finance charge receivable collections allocated to your series and excess       
finance charge collections allocated to your series to the extent the spread    
account is not funded to the required level. The required level will be adjusted
based on the performance of the receivables. If payments of principal and       
finance charge collections available to the Class C notes are insufficient to   
pay the principal and interest due on the Class C notes, the indenture trustee  
will use the funds on deposit in the spread account, if any, to make up the     
shortfall.                                                                      

PAY OUT EVENTS                                                                  

The issuer will begin to repay the principal of the notes before the expected   
principal payment date if a pay out event occurs. A pay out event will occur if 
the finance charge collections on the receivables are too low or if defaults are
too high. The minimum yield that must be available for your series in any month,
referred to as the base rate, is the annualized percentage equivalent of (x) the
sum of the interest payable on the Series 2002-1 notes for the related interest 
period, plus your series' share of the servicing fee for the related calendar   
month divided by (y) the collateral amount of your series plus amounts on       
deposit in the principal accumulation account. If the annualized percentage     
equivalent of (x) the average yield for your series, including recoveries, after
deducting your series share of defaulted receivables and uncovered dilution,    
divided by (y) the collateral amount for your series plus amounts on deposit in 
the principal accumulation account, for any three consecutive calendar months is
less than the average base rate for your series for the same three consecutive  
calendar months, a pay out event will occur.                                    

The other pay out events are:                                                   

--  Our failure to make required payments or deposits or material failure to  
perform                                                               

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other obligations, subject to applicable grace periods;               

--  Material inaccuracies in our representations and warranties, subject to   
applicable grace periods;                                             

--  Any Series 2002-1 notes are not paid in full on the expected principal    
payment date;                                                         

--  Bankruptcy, insolvency or similar events relating to us or the bank;      

--  Our failure to designate receivables arising in additional accounts to the
trust as required, subject to a grace period; provided that no pay out
 event will occur if we reduce the invested amount of a variable funding
  note issued by the issuer or a variable funding certificate issued under
the pooling and servicing agreement, and after such reduction the     
transferor interest is not less than the minimum transferor's interest
required under the indenture;                                         

--  Material servicer defaults;                                               

--  Our inability to transfer receivables to the trust or the bank's inability
to transfer receivables to us;                                        

--  First Bankcard Master Credit Card Trust or the issuer becomes subject to  
   regulation as an "investment company" under the Investment Company Act of
1940; or                                                              

--  An event of default occurs for the Series 2002-1 notes and their maturity 
date is accelerated.                                                  

EVENTS OF DEFAULT                                                               

The Series 2002-1 notes are subject to events of default described under "The   
Indenture--Events of Default; Rights upon Event of Default" in the accompanying 
prospectus. These include, among other things, the failure to pay interest for  
35 days after it is due or to pay principal when it is due on the maturity date.

In the case of an event of default involving bankruptcy, insolvency or similar  
events relating to the issuer, the principal amount of the Series 2002-1 notes  
automatically will become immediately due and payable. If any other event of    
default occurs and continues with respect to the Series 2002-1 notes, the       
indenture trustee or holders of more than 50% of the then-outstanding principal 
balance of the Series 2002-1 notes may declare the principal amount of the      
Series 2002-1 notes to be immediately due and payable. These declarations may be
rescinded by holders of more than 50% of the then-outstanding principal balance 
of the Series 2002-1 notes if the related event of default has been cured,      
subject to the conditions described under "The Indenture--Events of Default;    
Rights upon Event of Default" in the accompanying prospectus.                   

After an event of default and the acceleration of the Series 2002-1 notes,      
collections allocated to Series 2002-1 and the series' share of funds on deposit
in the collection account and the excess funding account will be applied to pay 
principal of and interest on the Series 2002-1 notes to the extent permitted by 
law. Principal collections and finance charge collections allocated to Series   
2002-1 will be applied first to pay any amounts owed to the indenture trustee   
pursuant to the indenture and then, to make monthly principal and interest      
payments on the Series 2002-1 notes until the earlier of the date those notes   
are paid in full or the maturity date of those notes.                           

Amounts in the spread account will be available to pay interest payments on the 
Class C notes, and upon the earlier to occur of the Series 2002-1 termination   
date, the date the outstanding principal balances of Class A and Class B are    
reduced to zero or an event of default and acceleration of the Series 2002-1    
notes, these amounts will be used to fund any shortfall in principal payments on
the Class C notes.                                                              

If the Series 2002-1 notes are accelerated or the issuer fails to pay the       
principal of the                                                                

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Series 2002-1 notes on the maturity date, subject to the conditions described in
the prospectus under "The Indenture--Events of Default; Rights upon Event of    
Default", the indenture trustee may, if legally permitted, cause the trust to   
sell (1) principal receivables in an amount equal to the collateral amount for  
Series 2002-1 and (2) the related finance charge receivables.                   

OPTIONAL REDEMPTION                                                             

At the option of the servicer or any of its affiliates, which may include the   
transferor, if the servicer or such affiliate so elect, the transferor will     
purchase your notes when the outstanding principal amount for your series has   
been reduced to 10% or less of the initial principal amount. See "Description of
the Notes--Final Payment of Principal" in the accompanying prospectus.          

TAX STATUS                                                                      

Subject to important considerations described under "Federal Income Tax         
Consequences" in the accompanying prospectus, Kutak Rock LLP as special federal 
tax counsel to the issuer, is of the opinion that under existing law the Class  
A, Class B and Class C notes will be characterized as debt for federal income   
tax purposes and that neither First Bankcard Master Credit Card Trust nor the   
issuer will be classified as an association or constitute a publicly traded     
partnership taxable as a corporation for U.S. federal income tax purposes. By   
your acceptance of a Series 2002-1 note, you will agree to treat your Series    
2002-1 notes as debt for federal, state and local income and franchise tax      
purposes. See "Federal Income Tax Consequences" in the accompanying prospectus  
for additional information concerning the application of federal income tax     
laws.                                                                           

ERISA CONSIDERATIONS                                                            

Subject to important considerations described under "ERISA Considerations" in   
the accompanying prospectus, the Class A, Class B and Class C notes are eligible
for purchase by persons investing assets of employee benefit plans or individual
retirement accounts. If you are contemplating purchasing the Series 2002-1 notes
on behalf of or with plan assets of any plan or account, we suggest that you    
consult with counsel regarding whether the purchase or holding of the Series    
2002-1 notes could give rise to a transaction prohibited or not otherwise       
permissible under ERISA or Section 4975 of the Internal Revenue Code.           

RISK FACTORS                                                                    

There are material risks associated with an investment in the Series 2002-1     
notes, and you should consider the matters set forth under "Risk Factors"       
beginning on page S-11 below and on page 3 of the accompanying prospectus.      

RATINGS                                                                         

It is a condition to the issuance of your notes that two of the ratings set     
forth for each class of Series 2002-1 notes in the "Summary of Terms" above be  
obtained.                                                                       

Any rating assigned to the notes by a credit rating agency will reflect the     
rating agency's assessment solely of the likelihood that noteholders will       
receive the payments of interest and principal required to be made under the    
terms of the series and will be based primarily on the value of the receivables 
in the trust and the credit enhancement provided. The rating is not a           
recommendation to purchase, hold or sell any notes. The rating does not         
constitute a comment as to the marketability of any notes, any market price or  
suitability for a particular investor. Any rating can be                        

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changed or withdrawn by a rating agency at any time.                            

FIRST NATIONAL FUNDING LLC                                                      

Our address is 1620 Dodge Street, Omaha, Nebraska 68197-3198. Our phone number  
is (402) 341-0500.                                                              

This prospectus supplement uses defined terms. You can find a glossary of terms 
under the caption "Glossary of Terms for Prospectus Supplement" beginning on    
page S-42 in this prospectus supplement and under the caption "Glossary of Terms
for Prospectus" beginning on page 84 in the accompanying prospectus.            

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RISK FACTORS

     In addition to the risk factors described in the prospectus, you should
consider the following risk factors before deciding whether to purchase the     
Series 2002-1 notes.                                                            

THE INTEREST RATE TERMS OF THE                                                  
RECEIVABLES AND THOSE OF THE                                              
NOTES DIFFER, WHICH COULD                                                 
RESULT IN DELAY OR REDUCED                                                
PAYMENTS TO YOU.            Finance charges on a majority of the accounts 
                           currently designated to the trust accrue at a
                          variable rate based on LIBOR, while the rest
                              accrue interest at a fixed rate or float using a
                            different index. If one-month LIBOR increases,
                     the amount required to be funded out of
                        collections of finance charge receivables,
                             including interest on the notes, will increase,
                               without any corresponding increase in collections
                             of finance charge receivables, unless and until
                  the rates on the accounts are reset.
                         Substantially all LIBOR-based floating rate
                           accounts are currently subject to fixed floor
                               rates. Portions of the LIBOR-based portfolio will
                             begin to float when LIBOR reaches 2.99%, 3.99%,
     4.99%, 5.99% and 6.99%.

                             Finance charges on accounts in the trust in the
                       future may accrue at a fixed rate or at a
                          variable rate above one-month LIBOR or other
                              designated index. The interest rate of the notes
                               is based on one-month LIBOR. Changes in one-month
                            LIBOR might not be reflected in the designated
                             index or the LIBOR determination dates may vary
                               or the fixed floor rates may affect the timing of
                            rate increases, resulting in a higher or lower
                               spread. This spread is the difference between the
                            actual finance charge receivables collected on
                          the accounts and the required finance charge
                      receivables needed to fund the interest,
                           servicing fees and other amounts payable with
       respect to Series 2002-1.

HIGH CONCENTRATIONS IN A                                                        
GEOGRAPHIC AREA COULD AFFECT                                              
THE COLLECTION RATE ON THE                                                
RECEIVABLES.                The trust contains a high concentration of    
                               receivables owed by accountholders located in the
                        Midwest region of the United States and in
                               California and Texas. Events in those regions may
                     adversely affect the collection rate of
       receivables in the trust.

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RECEIVABLES PERFORMANCE 

  The tables below contain performance information for the receivables
trust portfolio for each of the periods shown. The composition of the trust     
portfolio has changed, and is expected to continue to change, over time. The    
actual performance of the receivables in the current trust portfolio may be     
different from that set forth below.                                            

DELINQUENCY AND LOSS EXPERIENCE                                                 

    The following tables set forth the delinquency and loss experience for
cardholder payments on the credit card accounts in the trust portfolio for each 
of the dates or periods shown. Because we will have the right, and, in some     
circumstances, the obligation, to designate additional accounts, actual         
historical delinquency and loss experience with respect to the receivables may  
be different from that set forth below for the trust portfolio. Average         
receivables outstanding is the average of the receivables balance during the    
period indicated. We cannot assure you that the future delinquency and loss     
experience for the trust's receivables will be similar to the historical        
experience of the trust portfolio set forth below. In addition, the figures for 
the period ending August 31, 2002 have been annualized and are not necessarily  
indicative of results for the entire year.                                      

DELINQUENCY EXPERIENCE
TRUST PORTFOLIO 

                                                        [Enlarge/Download Table]

                                                                      YEAR ENDED DECEMBER 31,                  
                           EIGHT MONTHS ENDED       -----------------------------------------------------------
                            AUGUST 31, 2002                     2001                           2000            
                      ----------------------------  ----------------------------   ----------------------------
                                       PERCENTAGE                    PERCENTAGE                     PERCENTAGE 
                                        OF TOTAL                      OF TOTAL                       OF TOTAL  
                          AMOUNT       RECEIVABLES      AMOUNT       RECEIVABLES       AMOUNT       RECEIVABLES
                      --------------   -----------  --------------   -----------   --------------   -----------
                                                                                                               
Receivables                                                                                                    
  Outstanding........ $1,947,198,948     100.00%    $1,908,566,162     100.00%     $1,418,882,641     100.00%  
RECEIVABLES                                                                                                    
  DELINQUENT                                                                                                   
31 to 60 days........ $   25,512,189       1.31%    $   25,615,150       1.34%     $   19,801,128       1.40%  
61 to 90 days........ $   19,685,421       1.01%    $   18,035,816       0.94%     $   11,233,213       0.79%  
91 or more........... $   35,852,705       1.84%    $   32,154,565       1.68%     $   20,223,474       1.43%  
                      --------------     -------    --------------     -------     --------------     -------  
TOTAL................ $   81,050,315       4.16%    $   75,805,531       3.96%     $   51,257,815       3.62%  


                        YEAR ENDED DECEMBER 31,                                                                
                      ----------------------------                                                             
                                  1999                                                                         
                      ----------------------------                                                             
                                       PERCENTAGE                                                              
                                        OF TOTAL                                                               
                          AMOUNT       RECEIVABLES                                                             
                      --------------   -----------                                                             
                                                                                                               
Receivables                                                                                                    
  Outstanding........ $1,025,042,188     100.00%                                                               
RECEIVABLES                                                                                                    
  DELINQUENT                                                                                                   
31 to 60 days........ $   16,365,860       1.60%                                                               
61 to 90 days........ $   11,015,438       1.07%                                                               
91 or more........... $   19,082,380       1.86%                                                               
                      --------------     -------                                                               
TOTAL................ $   46,463,678       4.53%                                                               

NET CHARGE-OFF EXPERIENCE 
TRUST PORTFOLIO 

                                                        [Enlarge/Download Table]

                                                                     YEAR ENDED DECEMBER 31,            
                                      EIGHT MONTHS ENDED  ----------------------------------------------
                                       AUGUST 31, 2002         2001             2000            1999    
                                      ------------------  --------------   --------------   ------------
                                                                                                        
Average Receivables Outstanding......   $1,908,591,906    $1,596,696,941   $1,101,343,983   $968,876,906

Total Gross Charge-Offs..............   $   81,060,862    $   95,370,366   $   63,227,001   $ 62,099,549

Recoveries...........................   $    5,009,504    $    6,293,229   $    5,425,886   $  5,473,073

Net Charge-Offs......................   $   76,051,358    $   89,077,137   $   57,801,115   $ 56,626,476

Net Charge-Off as a Percentage of                                                                       
Average Receivables Outstanding                                                                         
(Annualized).........................            5.99%             5.58%            5.25%          5.84%

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Average receivables outstanding is the average of the daily total receivables   
balance during the period indicated. Gross charge-offs are the total principal  
charge-offs before recoveries and do not include the amount of any reductions in
average receivables outstanding due to reversals of fees and finance charges,   
returned goods, customer disputes or other miscellaneous credit adjustments.    
Annualized figures are not necessarily indicative of results for the entire     
year.                                                                           

REVENUE EXPERIENCE                                                              

     The gross revenues from finance charges and fees billed to accounts and
estimated interchange collections on accounts in the trust portfolio for each of
the three calendar years contained in the period ended December 31 and the eight
months ended August 31, 2002 are set forth in the following table.              

      The following table shows the historical yields from finance charges and
fees, calculated on a collected basis. The yield will be affected by numerous   
factors, including:                                                             

  --        the monthly periodic finance charges on the receivables;

  --        the amount of the annual cardholder fees and other fees;

 --        changes in the delinquency rate on the receivables; and

      --        the percentage of cardholders who pay their balances in full
                 each month and do not incur monthly periodic finance charges.

REVENUE EXPERIENCE AND
PORTFOLIO YIELD 
TRUST PORTFOLIO 

                                                        [Enlarge/Download Table]

                                                                           YEAR ENDED DECEMBER 31,                    
                                   EIGHT MONTHS ENDED  ---------------------------------------------------------------
                                    AUGUST 31, 2002           2001                  2000                  1999        
                                   ------------------  -------------------   -------------------   -------------------
                                                                                                                      
Average Receivables Outstanding...   $1,908,591,906      $1,596,696,941        $1,101,343,983        $   968,876,906  

Finance Charges and Fees                                                                                              
Collected.........................   $  193,303,278      $  258,796,930        $  190,040,963        $   176,598,491  

Yield from Finance Charges and                                                                                        
Fees Collected (Annualized).......           15.21%              16.21%                17.26%                 18.23%  

Estimated Interchange.............   $   24,120,651      $   29,741,024        $   20,836,655        $    16,838,640  

Estimated Yield from                                                                                                  
Interchange.......................            1.90%               1.86%                 1.89%                  1.74%  

Total Average Yield                                                                                                   
(Annualized)......................           17.11%              18.07%                19.15%                 19.97%  

In the above table, yield from finance charges is calculated by dividing finance
charges, cash advance fees, annual membership fees, late fees and other fees by 
the average receivables outstanding, and estimated yield from interchange is    
calculated by dividing actual interchange received from Visa and MasterCard by  
the average receivables outstanding. Average receivables outstanding is the     
average of the daily total receivables balances during the period indicated.    

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       The revenue for the trust portfolio shown in the above table is comprised
of the following components:                                                    

(a)    monthly periodic finance charges,                          

(b)    annual cardholder fees, and                                

      (c)    other service charges, including fees, and estimated interchange.

As payment rates decline, the balances subject to monthly periodic
finance charges tend to grow, assuming no change in the level of purchasing     
activity. Accordingly, under these circumstances, the yield related to monthly  
periodic finance charges normally increases. The yield related to service       
charges varies with the type and volume of activity in and the amount of each   
account. As account balances increase, annual cardholder fees, which remain     
constant, represent a smaller percentage of the aggregate account balances. The 
yield related to interchange generally varies with the number of credit card    
transactions and the amount charged per transaction, which has historically been
higher in the last six months of the year than in the first six months, due to  
the seasonal patterns in cardholder behavior.                                   

INTERCHANGE                                                                     

     Creditors participating in the VISA and MasterCard associations receive
interchange, which are funds paid as partial compensation for taking credit     
risk, absorbing fraud losses and funding receivables for a limited period of    
time prior to initial billing. Under the VISA and MasterCard systems, a portion 
of the interchange in connection with cardholder charges for merchandise and    
services is passed from banks that clear the transactions for merchants to      
credit card issuing banks. Interchange fees are set annually by VISA and        
MasterCard and are based on the number of credit card transactions and the      
amount charged per transaction. The bank will be required, pursuant to the terms
of the receivables purchase agreement, to transfer to us a percentage of the    
interchange attributed to cardholder charges for merchandise and services in the
trust accounts. Under the pooling and servicing agreement and/or the transfer   
and servicing agreement, we will be required to transfer a portion of these     
amounts to the trust. VISA and MasterCard may from time to time change the      
amount of interchange reimbursed to banks issuing their credit cards.           
Interchange will be treated as collections of finance charge receivables for the
purposes of allocating collections of finance charge receivables to Series      
2002-1.                                                                         

THE TRUST PORTFOLIO 

    The receivables in the trust portfolio arise in accounts selected from
the VISA and MasterCard credit card accounts owned by the bank (or its South    
Dakota affiliate) on the basis of criteria set forth in the pooling and         
servicing agreement as applied on July 31, 1995, and, with respect to additional
accounts, as of the related date of their designation. All current trust        
accounts are now owned by the bank. We will have the right, subject to some     
limitations and conditions, and in some circumstances will be obligated, to     
designate from time to time additional accounts and to transfer to the trust all
receivables arising in or which arose under those additional accounts, whether  
those receivables are then existing or thereafter created. Any additional       
accounts must be eligible accounts as of the date that we                       

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designate the accounts as additional accounts. We will also have the right,     
subject to some limitations and conditions, to designate some accounts as       
removed accounts and to require the trustee to reconvey all receivables in those
removed accounts to us. Throughout the term of the trust, the accounts from     
which the receivables arise will be the accounts designated on July 31, 1995,   
plus any additional accounts and minus any removed accounts. The limitations and
conditions which apply to addition and removal of accounts are described in the 
prospectus under the headings "Description of the Notes--Addition of Trust      
Assets" and "--Removal of Accounts."                                            

     The VISA and MasterCard accounts may be used to purchase merchandise or
services and to obtain cash advances. A cash advance occurs when a credit card  
is used to obtain cash from a financial institution or automated teller machine.
Cash advances may also be obtained through the use of convenience checks issued 
by the bank which may be completed and signed by the cardholder in the same     
manner as a personal check. Amounts due from both purchases and cash advances   
will be included in the receivables. A description of the bank's credit card    
business is contained in the prospectus under the heading "The Bank's Credit    
Card Activities."                                                               

As of the end of the day on August 31, 2002:                      

     --  The receivables in the trust portfolio included $1,947,198,948 of
total receivables.                                      

  --  The accounts designated for the trust portfolio had an average
          principal receivable balance of $1,129 and an average credit limit
of $10,707.                                             

   --  The percentage of the aggregate total receivable balance to the
aggregate total credit limit was 10.66%.                

      --  The average age of the accounts by outstanding receivables balance
was approximately 109 months.                           

     --  Cardholders whose accounts are designated for the trust portfolio
            had billing addresses in all 50 states, the District of Columbia and
some U.S. territories.                                  

      The following tables describe the trust portfolio by various criteria at
the end of the day on August 31, 2002. Because the future composition of the    
trust portfolio will change over time, these tables are not necessarily         
indicative of the composition of the trust portfolio at any subsequent time.    

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COMPOSITION BY OUTSTANDING ACCOUNT BALANCE
TRUST PORTFOLIO AT AUGUST 31, 2002

                                                        [Enlarge/Download Table]

                                                      PERCENTAGE OF                   PERCENTAGE 
                 ACCOUNT                   NUMBER OF  TOTAL NUMBER                     OF TOTAL  
              BALANCE RANGE                ACCOUNTS    OF ACCOUNTS    RECEIVABLES     RECEIVABLES
              -------------                ---------  -------------  --------------   -----------
                                                                                                 
Credit Balance............................   33,649        1.97%     $   (1,896,808)     (0.10%) 
Zero Balance..............................  977,189       57.30%     $           --       0.00%  
$0.01 - $1,000.00.........................  301,649       17.69%     $   96,664,433       4.96%  
$1,000.01 - $2,000.00.....................   92,455        5.42%     $  135,853,978       6.98%  
$2,000.01 - $5,000.00.....................  159,184        9.33%     $  528,703,014      27.15%  
$5,000.01 - $8,000.00.....................   78,936        4.63%     $  499,829,797      25.67%  
$8,000.01 - $10,000.00....................   28,222        1.65%     $  252,072,599      12.95%  
$10,000.01 - $13,000.00...................   21,788        1.28%     $  246,134,306      12.64%  
$13,000.01 - $15,000.00...................    7,222        0.42%     $  100,595,058       5.17%  
$15,000.01 - $18,000.00...................    3,630        0.22%     $   58,711,553       3.02%  
$18,000.01 - $20,000.00...................      905        0.05%     $   17,110,114       0.88%  
Greater than $20,000.00...................      601        0.04%     $   13,420,904       0.68%  
                                           ---------     -------     --------------     -------  
  TOTAL................................... 1,705,430     100.00%     $1,947,198,948     100.00%  
                                           =========     =======     ==============     =======  

COMPOSITION BY CREDIT LIMIT 
TRUST PORTFOLIO AT AUGUST 31, 2002

                                                        [Enlarge/Download Table]

                                                      PERCENTAGE OF                  PERCENTAGE 
                  CREDIT                   NUMBER OF  TOTAL NUMBER                    OF TOTAL  
               LIMIT RANGE                 ACCOUNTS    OF ACCOUNTS    RECEIVABLES    RECEIVABLES
               -----------                 ---------  -------------  --------------  -----------
                                                                                                
$0.00 - $1,000.00.........................  101,811        5.97%     $   14,588,121      0.75%  
$1,000.01 - $2,500.00.....................   87,181        5.11%     $   64,526,728      3.31%  
$2,500.01 - $5,000.00.....................  210,967       12.37%     $  222,178,139     11.41%  
$5,000.01 - $7,500.00.....................  236,455       13.86%     $  304,181,420     15.62%  
$7,500.01 - $10,000.00....................  228,338       13.39%     $  317,841,633     16.32%  
$10,000.01 - $12,500.00...................  194,811       11.42%     $  293,258,817     15.06%  
$12,500.01 - $15,000.00...................  272,758       15.99%     $  368,392,701     18.92%  
$15,000.01 - $17,500.00...................  117,400        6.88%     $  140,690,285      7.23%  
$17,500.01 - $20,000.00...................   98,407        5.77%     $  100,251,488      5.15%  
$20,000.01 - $22,500.00...................   82,259        4.83%     $   67,212,593      3.45%  
$22,500.01 - $25,000.00...................   74,438        4.37%     $   51,779,619      2.66%  
Greater than $25,000.00...................      605        0.04%     $    2,297,404      0.12%  
                                           ---------     -------     --------------    -------  
  TOTAL................................... 1,705,430     100.00%     $1,947,198,948    100.00%  
                                           =========     =======     ==============    =======  

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COMPOSITION BY ACCOUNT AGE
TRUST PORTFOLIO AT AUGUST 31, 2002

                                                        [Enlarge/Download Table]

                                                       PERCENTAGE OF                  PERCENTAGE 
                                           NUMBER OF   TOTAL NUMBER                    OF TOTAL  
               ACCOUNT AGE                  ACCOUNTS    OF ACCOUNTS    RECEIVABLES    RECEIVABLES
               -----------                 ----------  -------------  --------------  -----------
                                                                                                 
Not more than 12 months...................        --        0.00%     $           --       0.00% 
Over 12 months through 24 months..........    93,484        5.48%     $   75,661,815       3.89% 
Over 24 months through 36 months..........   110,374        6.47%     $   99,485,554       5.11% 
Over 36 months through 48 months..........   130,759        7.67%     $  130,949,721       6.73% 
Over 48 months through 60 months..........    98,003        5.75%     $   94,198,413       4.84% 
Over 60 months through 72 months..........   146,848        8.61%     $  143,609,704       7.38% 
Over 72 months through 84 months..........   161,620        9.48%     $  215,872,671      11.09% 
Over 84 months through 96 months..........   183,510       10.76%     $  237,926,486      12.22% 
Over 96 months through 108 months.........   136,973        8.03%     $  166,231,446       8.54% 
Over 108 months through 120 months........   114,661        6.72%     $  135,900,061       6.98% 
Over 120 months...........................   529,198       31.03%     $  647,363,077      33.22% 
                                           ---------      ------      --------------    -------  
  TOTAL................................... 1,705,430      100.00%     $1,947,198,948    $100.00% 
                                           =========      ======      ==============    =======  

DISTRIBUTION BY FIXED/VARIABLE ANNUAL RATE OF RETURN
TRUST PORTFOLIO AT AUGUST 31, 2002

                                                        [Enlarge/Download Table]

                                                       PERCENTAGE OF                  PERCENTAGE 
                                           NUMBER OF   TOTAL NUMBER                    OF TOTAL  
                                            ACCOUNTS    OF ACCOUNTS    RECEIVABLES    RECEIVABLES
                                           ----------  -------------  --------------  -----------
                                                                                                 
Total Fixed...............................   364,106       21.35%     $  282,648,818     14.52%  
Total Variable............................ 1,341,324       78.65%     $1,664,550,130     85.48%  
                                           ---------      ------      --------------    ------   
  TOTAL................................... 1,705,430      100.00%     $1,947,198,948    100.00%  
                                           =========      ======      ==============    ======   

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GEOGRAPHIC DISTRIBUTION OF ACCOUNTS 
TRUST PORTFOLIO AT AUGUST 31, 2002

                                                        [Enlarge/Download Table]

                                                              PERCENTAGE OF                  PERCENTAGE 
                                                  NUMBER OF   TOTAL NUMBER                    OF TOTAL  
                     STATES                        ACCOUNTS    OF ACCOUNTS    RECEIVABLES    RECEIVABLES
                     ------                       ----------  -------------  --------------  -----------
                                                                                                        
Alabama..........................................     4,492        0.26%     $    6,179.910       0.32% 
Alaska...........................................     1,139        0.07%          1,950,252       0.10% 
Arizona..........................................    32,675        1.92%         40,516,037       2.08% 
Arkansas.........................................     4,868        0.29%          5,734,274       0.29% 
California.......................................   164,499        9.65%        181,649,505       9.33% 
Colorado.........................................    49,350        2.89%         57,558,577       2.96% 
Connecticut......................................    11,220        0.66%         12,978,571       0.67% 
Delaware.........................................     2,763        0.16%          3,353,003       0.17% 
Florida..........................................    57,031        3.34%         65,579,815       3.37% 
Georgia..........................................    27,350        1.60%         38,407,705       1.97% 
Hawaii...........................................     1,098        0.06%          1,486,354       0.08% 
Idaho............................................    10,640        0.62%         13,299,210       0.68% 
Illinois.........................................    76,001        4.46%         85,435,727       4.39% 
Indiana..........................................    35,418        2.08%         44,992,485       2.31% 
Iowa.............................................    90,335        5.30%         73,767,909       3.79% 
Kansas...........................................    40,918        2.40%         44,588,162       2.29% 
Kentucky.........................................    18,924        1.11%         23,381,887       1.20% 
Louisiana........................................     4,277        0.25%          5,212,210       0.27% 
Maine............................................     6,605        0.39%          8,163,332       0.42% 
Maryland.........................................    11,981        0.70%         14,094,655       0.72% 
Massachusetts....................................    26,138        1.53%         24,665,152       1.27% 
Michigan.........................................   107,961        6.33%        151,035,038       7.76% 
Minnesota........................................   110,881        6.50%         99,718,625       5.12% 
Mississippi......................................     2,397        0.14%          3,255,107       0.17% 
Missouri.........................................    54,447        3.19%         65,418,495       3.36% 
Montana..........................................    22,641        1.33%         23,173,537       1.19% 
Nebraska.........................................    71,208        4.18%         77,176,544       3.96% 
Nevada...........................................     7,408        0.43%         10,732,263       0.55% 
New Hampshire....................................     7,487        0.44%          8,992,099       0.46% 
New Jersey.......................................    23,368        1.37%         20,290,059       1.04% 
New Mexico.......................................    12,688        0.74%         16,684,783       0.86% 
New York.........................................    29,505        1.73%         27,027,960       1.39% 
North Carolina...................................    25,403        1.49%         31,514,378       1.62% 
North Dakota.....................................    19,234        1.13%         19,608,231       1.01% 
Ohio.............................................    67,382        3.95%         89,828,545       4.61% 
Oklahoma.........................................    12,514        0.73%         15,050,234       0.77% 
Oregon...........................................    23,081        1.35%         28,660,918       1.47% 
Pennsylvania.....................................    73,829        4.33%         71,353,215       3.66% 
Rhode Island.....................................     4,549        0.27%          4,059,207       0.21% 
South Carolina...................................    11,548        0.68%         16,016,777       0.82% 
South Dakota.....................................    21,095        1.24%         21,456,799       1.10% 
Tennessee........................................    26,035        1.53%         32,524,799       1.67% 
Texas............................................   118,540        6.95%        152,771,520       7.85% 
Utah.............................................    14,397        0.84%         17,857,012       0.92% 
Vermont..........................................     2,580        0.15%          3,678,424       0.19% 
Virginia.........................................    33,505        1.96%         38,044,229       1.95% 
Washington.......................................    33,596        1.97%         46,671,960       2.40% 
West Virginia....................................     3,597        0.21%          3,935,220       0.20% 
Wisconsin........................................    75,061        4.40%         82,272,343       4.23% 
Wyoming..........................................     8,716        0.51%         10,825,926       0.56% 
Other............................................     3,055        0.19%     $    4,569,969       0.22% 
                                                  ---------      ------      --------------    -------  
  TOTAL.......................................... 1,705,430      100.00%     $1,947,198,948    $100.00% 
                                                  =========      ======      ==============    =======  

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MATURITY CONSIDERATIONS 

 Series 2002-1 will always be in one of three periods--the revolving
period, the accumulation period or the rapid amortization period. Unless a pay  
out event occurs, each class of notes will not receive payments of principal    
until the expected principal payment date for that class. The expected principal
payment date for the Class A, Class B and Class C notes will be October 17,     
2005. We expect the issuer to have sufficient funds to pay the full principal   
amount of each class of Series 2002-1 notes on the expected principal payment   
date. However, if a pay out event occurs, principal payments for any class may  
begin prior to the expected principal payment date.                             

ACCUMULATION PERIOD                                                             

      During the accumulation period, principal allocated to the Series 2002-1
noteholders will accumulate in the principal accumulation account in an amount  
calculated to pay the Series 2002-1 notes in full on the expected principal     
payment date. We expect, but cannot assure you, that the amounts available in   
the principal accumulation account on the expected principal payment date for   
the Series 2002-1 notes will be sufficient to pay in full the outstanding       
principal amount of the Series 2002-1 notes. If there are not sufficient funds  
on deposit in the principal accumulation account to pay your notes on the       
expected principal payment date, a pay out event will occur and the rapid       
amortization period will begin.                                                 

RAPID AMORTIZATION PERIOD                                                       

 If a pay out event occurs during either the revolving period or the
accumulation period, the rapid amortization period will begin. If a pay out     
event occurs during the accumulation period, on the next distribution date any  
amount on deposit in the principal accumulation account will be paid:           

 --  first to Class A noteholders, up to the outstanding principal
balance of the Class A notes;                           

        --  then to Class B noteholders, up to the outstanding principal balance
of the Class B notes; and                               

        --  then to Class C noteholders, up to the outstanding principal balance
of the Class C notes.                                   

    In addition, if the outstanding principal balance of the notes has not
been paid in full, the issuer will continue to pay principal in the priority    
noted above to the noteholders on each distribution date during the rapid       
amortization period until the Series 2002-1 maturity date, which is the March   
17, 2008 distribution date. No principal will be paid on the Class C notes until
the Class A and Class B notes have been paid in full, and no principal will be  
paid on the Class B notes until the Class A notes have been paid in full.       
However, Class C noteholders will receive principal payments as of the Series   
2002-1 termination date or upon the occurrence of an event of default and       
acceleration of the 2002-1 notes even if the Class A or Class B notes have not  
been paid in full, but only from amounts on deposit in the spread account as    
described under "Description of Series Provisions--Spread Account; Required     
Spread Account Amount" below. The Series 2002-1 termination date will be the    
earliest to occur of (a) the date on which the principal balance of the Series  
2002-1 notes is paid in full, (b) the date on which the Series 2002-1 collateral
amount is reduced to zero, and (c) the Series 2002-1 maturity date.             

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PAYMENT RATES                                                                   

   The payment rate on the receivables is the most important factor that
will determine the size of principal payments during a rapid amortization period
and whether the issuer has funds available to repay your notes on their expected
principal payment date. The following table sets forth the highest and lowest   
cardholder monthly payment rates on the credit card accounts in the trust       
portfolio during any month in the periods shown and the average cardholder      
monthly payment rates for all months in the periods shown, in each case         
calculated as a percentage of total opening monthly account balances during the 
periods shown. Payment rates shown in the table are based on amounts that would 
be deemed collections of principal receivables and finance charge receivables   
with respect to the accounts.                                                   

       Although we have provided historical data concerning the payment rates on
the receivables in the trust portfolio, because of the factors described in the 
prospectus under "Risk Factors," we cannot provide you with any assurance that  
the levels and timing of payments on receivables in the trust portfolio from    
time to time will be similar to the historical experience described in the      
following table or that deposits into the principal accumulation account will be
in accordance with the applicable controlled accumulation amount. The servicer  
may shorten the accumulation period and, in that event, we cannot provide any   
assurance that there will be sufficient time to accumulate all amounts necessary
to pay the outstanding principal amount of the Series 2002-1 notes on the       
expected principal payment date.                                                

CARDHOLDER MONTHLY PAYMENT RATES
TRUST PORTFOLIO 

                                                        [Enlarge/Download Table]

                                                     EIGHT MONTHS     YEAR ENDED DECEMBER 31,  
                                                         ENDED       --------------------------
                                                    AUGUST 31, 2002   2001      2000      1999 
                                                    ---------------  ------    ------    ------
                                                                                               
Lowest(1)..........................................     11.19%       10.66%    10.68%    10.81%
Highest(1).........................................     14.56%       14.09%    14.01%    13.60%
Monthly Average....................................     12.61%       12.26%    12.18%    12.38%

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

(1) Monthly payment rates are the result of dividing total payments received    
 during a month by beginning total receivables outstanding for each month.

   We cannot assure you that the cardholder monthly payment rates in the
future will be similar to the historical experience set forth above. In         
addition, the amount of collections of receivables may vary from month to month 
due to seasonal variations, general economic conditions and payment habits of   
individual cardholders.                                                         

REDUCED PRINCIPAL ALLOCATIONS                                                   

 The issuer may issue another series of notes as a paired series for
Series 2002-1. If issued, a paired series may have terms that are different than
the terms of Series 2002-1 and other series. For example, the pay out events for
the paired series may vary from the pay out events for Series 2002-1 and may    
include pay out events that are unrelated to the status of the issuer or the    
servicer, such as pay out events related to the continued availability and      
rating of the providers of credit enhancement for the paired series. If a pay   
out event occurs                                                                

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with respect to the paired series prior to the payment in full of the Series    
2002-1 notes, the allocation percentage used to determine your series' share of 
principal collections may be reduced, which may delay the final payment of      
principal for your series. See "Description of Series Provisions--Paired Series"
in this prospectus supplement. Even if there is no paired series, at any time   
prior to the occurrence of a pay out event for your series we may request a     
reduction to the allocation percentage used to determine your series' share of  
principal collections and finance charge collections, which will only be        
permitted upon satisfying the following conditions:                             

       --  written notice delivered to the indenture trustee and the servicer;

      --  each rating agency confirms that the reduction will not impair its
  rating of the Series 2002-1 notes or any other outstanding
securities; and                                         

   --  we certify that in our reasonable belief the reduction will not
cause a pay out event with respect to Series 2002-1.    

DESCRIPTION OF SERIES PROVISIONS

    We have summarized the material terms of the Series 2002-1 notes below
and under "Description of the Notes" in the accompanying prospectus.            

     The Class A notes, the Class B notes and the Class C notes comprise the
Series 2002-1 notes and will be issued under the indenture, as supplemented by  
the Series 2002-1 indenture supplement, in each case between the issuer and the 
indenture trustee.                                                              

   The Series 2002-1 notes will be issued in denominations of $1,000 and
integral multiples of $1,000 and will be available only in book-entry form,     
registered in the name of Cede & Co., as nominee of DTC. See "Description of the
Notes," "--Book-Entry Registration" and "--Definitive Notes" in the accompanying
prospectus. Payments of interest and principal will be made on each distribution
date on which those amounts are due to the noteholders in whose names the Series
2002-1 notes were registered on the related record date, which will be the last 
day of the calendar month preceding that distribution date.                     

COLLATERAL AMOUNT                                                               

   Your notes are secured by collateral consisting of an interest in the
receivables. At any time, the amount of the collateral for your notes, which we 
call the collateral amount, is calculated as follows:                           

--  the original principal amount of the notes, less            

        --  all previous principal payments made on your series (except payments
           made from the spread account) and the balance held in the principal
accumulation account for such payments, less            

       --  all unreimbursed reductions to the collateral amount as a result of
            defaulted receivables or uncovered dilution allocated to your series
          or reallocations of principal collections to cover interest or the
          servicing fee for your series if the bank or one of its affiliates
is not the servicer.                                    

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The collateral amount cannot be less than zero.                   

ALLOCATION PERCENTAGES                                                          

 The servicer will allocate among your series, other series of notes
issued and outstanding, outstanding series of investor certificates issued by   
First Bankcard Master Credit Card Trust and our transferor interest in the trust
the following items: collections of finance charge receivables and principal    
receivables and defaulted receivables. Your series will also be allocated its   
share of any dilution amounts that are not offset by our transferor interest or 
by our deposits into the excess funding account as described under "-- Investor 
Charge-Offs" below. On any day, the allocation percentage for your series will  
be the percentage equivalent--which may not exceed 100%--of a fraction:         

--  the numerator of which is:                                  

            --  for purposes of allocating finance charge collections during
               the revolving period and the accumulation period, defaulted
                 receivables at all times and principal collections during the
                revolving period, equal to the collateral amount as measured
                 at the end of the prior calendar month or, in the case of the
              month during which the closing date occurs, on the closing
date; and                                   

              --  for purposes of allocating finance charge collections during a
                  rapid amortization period and allocating principal collections
             during the accumulation period and the rapid amortization
               period, equal to the collateral amount as of the end of the
                 revolving period unless the numerator is reduced as described
       below or, with respect to allocating finance charge
                 collections, if later, as of the last day of the accumulation
period, if any; and                         

--  the denominator of which is the greater of:                 

           (a)   the sum of the total amount of principal receivables in the
                 trust and the amount in the excess funding account, in each
           case determined as of the last day of the immediately
             preceding monthly period except as described below; and

          (b)   the sum of the numerators used to calculate the applicable
                allocation percentages for all series of notes or investor
               certificates outstanding as of the date of determination.

       The denominator referred to above will initially be set as of the closing
date and generally will only be reset for purposes of allocating principal      
collections, finance charge                                                     

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collections and defaulted receivables at the end of each calendar month.        
However, the denominator referred to above will also be reset during any month  
in which:                                                                       

--  accounts are added to, or removed from, the trust,          

--  a variable series is increased, or                          

--  a new series is issued.                                     

       If one or more of these events occur in a monthly period, the denominator
referred to above for the portion of the monthly period falling on and after    
such reset date and prior to any subsequent reset date will be recalculated for 
such period using amounts determined as of the close of business on the date of 
such event.                                                                     

       As discussed in "Maturity Considerations--Reduced Principal Allocations,"
we may, by written notice delivered to the indenture trustee and the servicer,  
designate a reduced numerator for allocating principal collections or finance   
charge collections to each class of your series, provided, however, that we     
receive written confirmation from each rating agency that the reduction will not
impair its rating of the Series 2002-1 notes or any other outstanding securities
and we deliver an officer's certificate to the effect that in the reasonable    
belief of such officer, such reduction will not cause a pay out event or        
potential pay out event to occur. In addition, we may designate the numerator   
for finance charge collections during the rapid amortization period will be the 
collateral amount at the end of the last day of the prior monthly period by     
notice to the servicer and the indenture trustee, provided, however, that we    
receive written confirmation from each rating agency that the reduction will not
impair its rating of the Series 2002-1 notes or any other outstanding           
securities.                                                                     

INTEREST PAYMENTS                                                               

   The Class A notes will accrue interest from and including the closing
date through but excluding December 16, 2002, and for each following interest   
period, at a rate of 0.11% per year above LIBOR for the related interest period.

   The Class B notes will accrue interest from and including the closing
date through but excluding December 16, 2002, and for each following interest   
period, at a rate of 0.40% per year above LIBOR for the related interest period.

   The Class C notes will accrue interest from and including the closing
date through but excluding December 16, 2002, and for each following interest   
period, at a rate of 1.12% per year above LIBOR for the related interest period.

    Each interest period will begin on and include a distribution date and
end on but exclude the next distribution date. However, the first interest      
period will begin on and include the closing date.                              

For purposes of determining the interest rates applicable to each 
interest period, LIBOR will be determined two London business days before that  
interest period begins except that LIBOR with respect to the first interest     
period shall be determined on October 22, 2002. For each date of determination, 
LIBOR will equal the rate for deposits in United States dollars for a one-month 
period (or, solely for purposes of determining LIBOR for the first interest     
period as described in the following paragraph, a two month period) which       
appears on the display page currently designated as "Telerate Page 3750" on     

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the Bridge Telerate Capital Markets Report, or any other page as may replace    
that page on that service for the purpose of displaying comparable rates or     
prices as of 11:00 a.m., London time, on that date. If that rate does not appear
on that display page, the rate for that date will be determined based on the    
rates at which deposits in United States dollars are offered by four major      
banks, selected by the servicer, at approximately 11:00 a.m., London time, on   
that day to prime banks in the London interbank market for a one-month period   
(or, solely for purposes of determining LIBOR for the first interest period as  
described in the following paragraph, a two month period). The indenture trustee
will request the principal London office of each of those banks to provide a    
quotation of its rate. If at least two quotations are provided, the rate for    
that interest period will be the arithmetic mean of the quotations. If fewer    
than two quotations are provided, the rate for that interest period will be the 
arithmetic mean of the rates quoted by major banks in New York City, selected by
the servicer, at approximately 11:00 a.m., New York City time, on that day for  
loans in United States dollars to leading European banks for a one-month period.

     LIBOR for the first interest period will be determined by straight-line
interpolation, based on the actual number of days in the period from the closing
date through and including December 15, 2002, between two rates determined in   
accordance with the preceding paragraph, one of which will be determined for a  
maturity of one month and one of which will be determined for a maturity of two 
months.                                                                         

The interest rates applicable to the then current and immediately 
preceding interest period may be obtained by telephoning the indenture trustee  
at its corporate trust office at 312-827-8500.                                  

      Interest on the Class A, Class B and Class C notes will be calculated on
the basis of the actual number of days in the related interest period and a year
of 360 days.                                                                    

       If the issuer does not pay interest as calculated above to any class when
due on a distribution date, the amount not paid will be due on the next         
distribution date, together with interest on the overdue amount of regular      
monthly interest at the interest rate payable on the notes for the applicable   
class.                                                                          

PRINCIPAL PAYMENTS AND DEPOSITS                                                 

   During the revolving period and the accumulation period, no principal
payments will be made on your notes. During the accumulation period and the     
rapid amortization period, deposits to the principal accumulation account and   
principal payments, respectively, on the Series 2002-1 notes will be made on    
each transfer date and distribution date, respectively, from the following      
sources:                                                                        

(a)   principal collections allocated to your series based on your
          allocation percentage and retained in a segregated trust account
           established for your series during the prior calendar month, less
           any amounts required to be reallocated to cover interest payments
            on the Class A and Class B notes or servicing fee payments payable
if the bank or its affiliate is not the servicer; plus

  (b)   any finance charge collections or other amounts required to be
         treated as principal collections in order to cover the share of
defaulted receivables and                             

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             uncovered dilution amounts allocated to your series or to reinstate
         prior reductions to the collateral amount for your series; plus

    (c)   any principal collections from other series that are shared with
your series.                                          

     Deposits into the principal accumulation account and principal payments
on the Series 2002-1 notes will begin on the transfer date and distribution     
date, respectively, in the month following the month in which the accumulation  
period or rapid amortization period commences. We refer to the business day     
before a distribution date as the transfer date.                                

    For purposes of clause (a) above, except during the rapid amortization
period, so long as the transferor interest equals or exceeds the Minimum        
Transferor's Interest and the amount then on deposit in the spread account      
equals or exceeds the required spread account amount, your series' share of     
principal collections received for any monthly period is only required to be    
retained in the collection account or in a segregated trust account established 
for your series, as applicable, up to an amount equal to the required principal 
payments or deposits on the related distribution date.                          

ACCUMULATION PERIOD                                                             

     The accumulation period is scheduled to commence on October 1, 2004 and
to last 12 months. However, the revolving period will be extended and the       
commencement of the accumulation period will be postponed, subject to the       
conditions described under "--Suspension and Postponement of Accumulation       
Period" below. The accumulation period will be postponed only if the number of  
months needed to fully fund the principal accumulation account to pay the Series
2002-1 notes on their expected principal payment date is less than 12 months. In
no event will the beginning of the accumulation period be postponed to later    
than September 1, 2005.                                                         

     The servicer may also elect to suspend the accumulation period, subject
to the conditions described under "--Suspension and Postponement of Accumulation
Period" below.                                                                  

    On each transfer date relating to the accumulation period prior to the
date on which the Series 2002-1 notes have been paid in full, the indenture     
trustee will deposit in the principal accumulation account an amount equal to   
the least of:                                                                   

    (1)   funds available for this purpose for your series with respect to
that transfer date;                                   

  (2)   an amount equal to one-twelfth of the Series 2002-1 collateral
          amount as of the beginning of the accumulation period or, if the
          commencement of the accumulation period is postponed, any higher
           accumulation amount as the servicer's calculations shall require,
           as set forth in "Description of Series Provisions--Suspension and
       Postponement of Accumulation Period" below, to fully fund the
          principal accumulation account by the expected principal payment
          date, plus any amounts required to be deposited to the principal
             accumulation account on prior transfer dates that have not yet been
deposited;                                            

     (3)   an amount equal to the outstanding principal amount of the Series
    2002-1 notes, minus the amount on deposit in the principal
      accumulation account prior to any deposits on that date; and

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       (4)   the collateral amount, after taking into account any adjustments to
            be made on the related distribution date with respect to defaulted
    receivables or uncovered dilution allocated your series or
         reallocations of principal collections to cover interest or the
            servicing fee for your series if the bank or one of its affiliates
          is not the servicer, but prior to any deposit into the principal
accumulation account on that transfer date.           

If the rapid amortization period has not commenced, amounts in the
principal accumulation account will be paid on the expected principal payment   
date first to the Class A noteholders and then to the Class B noteholders and   
then to the Class C noteholders, in each case until the specified class of notes
is paid in full.                                                                

    During the accumulation period, the portion of funds available but not
required to be deposited in the principal accumulation account on a distribution
date:                                                                           

    - first, will be made available to investors in other series as shared
principal collections,                                        

       - second, at our option, will be applied as principal with respect to any
variable funding notes in your group,                         

      - third, will be deposited in the excess funding account if necessary to
maintain the Minimum Transferor's Interest, and               

- fourth, will be paid to us.                                     

SUSPENSION AND POSTPONEMENT OF ACCUMULATION PERIOD                              

    The revolving period may be automatically extended and, upon notice to
the indenture trustee, the servicer may elect to suspend the controlled         
accumulation, subject to the conditions described below.                        

     Beginning three months prior to the scheduled start of the accumulation
period, on each determination date until the accumulation period begins for your
series, the servicer will calculate the amount of expected principal collections
and determine the number of months expected to be required to fully fund the    
principal accumulation account by the related expected principal payment date   
for each class of notes in your series. If the number of months needed to fully 
fund the principal accumulation account by the related expected principal       
payment date for each class is less than the number of months in the scheduled  
accumulation period, the servicer will notify the indenture trustee, us and each
rating agency and the accumulation period will automatically be postponed. The  
servicer's calculations will assume (a) that the principal receivables in the   
trust and the amounts in the excess funding account will remain constant, (b) no
pay out event will occur for any series, (c) no additional series will be issued
and (d) a principal payment rate no greater than the lowest monthly principal   
payment rate for the receivables for the last 12 months (or such lower payment  
rate as the servicer may designate). In no case will the accumulation period for
your series be reduced to less than one month.                                  

    The method for determining the number of months required to fully fund
the principal accumulation account may be changed if each rating agency confirms
that the change will not impair its rating of any outstanding series or class of
securities.                                                                     

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     The servicer may also elect, at its option, to suspend the accumulation
period if the issuer obtains a qualified maturity agreement in which an eligible
institution agrees to deposit in the principal accumulation account on or before
the expected principal payment date an amount equal to the initial principal    
amount of those notes, reduced by any amount on deposit in the principal        
accumulation account; provided that the amount to be deposited may be reduced by
any amount funded, at our election, from the proceeds of a new series of notes  
on or before the expected principal payment dates and by any amount on deposit  
in the principal accumulation account. To be an eligible institution, the       
counterparty must have short-term ratings no less than P-1/A-1+ by Moody's and  
S&P, respectively, or alternatively, long-term unsecured ratings no less than   
Aa3/AA- by Moody's and S&P, respectively.                                       

     The servicer may make this election at any time, up to the distribution
date preceding the expected principal payment date for your series.             

     The issuer will pledge to the indenture trustee, for the benefit of the
noteholders of your series, all right, title and interest in any qualified      
maturity agreement.                                                             

A qualified maturity agreement for your series or any class will  
terminate at the close of business on the expected principal payment date.      
However, if the reserve account is funded to the required level:                

   (1) the servicer may terminate a qualified maturity agreement earlier
      than the expected principal payment date if one of the following
occurs:                                                   

       (a) the issuer obtains a substitute qualified maturity agreement,

           (b) the institution providing the qualified maturity agreement ceases
              to be an eligible institution and the issuer is unable to obtain
a substitute qualified maturity agreement, or     

(c) a pay out event occurs for your series; and           

    (2) the servicer may terminate a qualified maturity agreement prior to
the later of:                                             

           (a) the date on which the accumulation period was scheduled to begin,
        before giving effect to the suspension of the accumulation
period, and                                       

       (b) the date to which the commencement of the accumulation period
              would otherwise be postponed, as determined on the determination
      date preceding the termination of the qualified maturity
agreement.                                        

      If the institution providing a qualified maturity agreement ceases to be
an eligible institution, the issuer will use its best efforts to obtain a       
substitute qualified maturity agreement, unless the issuer elects to terminate  
the qualified maturity agreement and is not required to obtain a substitute     
qualified maturity agreement for any of the reasons described in the preceding  
paragraph.                                                                      

     If a qualified maturity agreement is terminated prior to the earlier of
the expected principal payment date for your series or the related class and the
commencement of the rapid amortization period for that series, and the issuer   
does not obtain a substitute qualified maturity agreement, the accumulation     
period will begin on the latest of:                                             

 - the date on which the accumulation period was scheduled to begin,
      before giving effect to the postponement of the accumulation period;

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     - the date to which the accumulation period is automatically postponed,
    as determined on the date of termination of the qualified maturity
agreement; and                                                

    - the first day of the calendar month following the termination of the
qualified maturity agreement.                                 

RAPID AMORTIZATION PERIOD                                                       

      On each distribution date relating to the rapid amortization period, the
Class A noteholders will be entitled to receive funds available for principal   
payments for Series 2002-1 for the related calendar month in an amount up to the
outstanding principal balance of the Class A notes.                             

       After payment in full of the outstanding principal balance of the Class A
notes, the Class B noteholders will be entitled to receive, on each distribution
date relating to the rapid amortization period, the remaining available funds   
for principal payments for Series 2002-1 for the related calendar month in an   
amount up to the outstanding principal balance of the Class B notes.            

       After payment in full of the outstanding principal balance of the Class A
and Class B notes, the Class C noteholders will be entitled to receive, on each 
distribution date relating to the rapid amortization period, the remaining      
available funds for principal payments for Series 2002-1 for the related month  
in an amount up to the outstanding principal balance for the Class C notes.     

     See "--Pay Out Events" below for a discussion of events that might lead
to the commencement of the rapid amortization period.                           

SUBORDINATION                                                                   

 The Class B notes and Class C notes are subordinated to the Class A
notes. The Class C notes are subordinated to the Class A notes and the Class B  
notes. Interest payments will be made on the Class A notes prior to being made  
on the Class B notes and the Class C notes. Interest payments will be made on   
the Class B notes prior to being made on the Class C notes.                     

      Principal payments on the Class B notes will not begin until the Class A
notes have been paid in full. Principal payments on the Class C notes will not  
begin until the Class A notes and the Class B notes have been paid in full.     
However, Class C noteholders will receive principal payments as of the Series   
2002-1 termination date even if the Class A or Class B notes have not been paid 
in full, but only from amounts on deposit in the spread account as described    
under "-- Spread Account; Required Spread Account Amount" below.                

     The collateral amount for your series will be reduced as the collateral
is applied for the benefit of your series, for instance as principal payments   
are made on your series. In addition, the collateral amount can be applied for  
the benefit of your series in two other ways:                                   

     --  by reallocating principal collections to make Class A and Class B
      interest payments and to pay the servicing fee for your series
        payable when the bank or its affiliate is not the servicer, when
  finance charge collections and investment earnings are not
sufficient to make these payments; and                  

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 --  to absorb your series' share of defaulted receivables and any
       uncovered dilution amounts, when finance charge collections and
      investment earnings are not sufficient to cover these amounts.

     If the total amount of these reductions exceeds the principal amount of
the Class C notes, then the Class B notes may not be repaid in full. If the     
total exceeds the sum of principal amounts of the Class C and Class B notes,    
then the Class A notes may not be repaid in full.                               

    If receivables are sold after an event of default, the net proceeds of
that sale would be paid, after any amounts due to the indenture trustee have    
been paid, as either deemed principal collections or finance charge collections 
in the same proportion as (x) the outstanding principal balance of the Series   
2002-1 notes bears to (y) the sum of the accrued and unpaid interest on the     
Series 2002-1 notes and other fees and expenses payable in connection therewith 
under the indenture supplement; first to the Class A notes, then to the Class B 
notes and finally to the Class C notes, in each case until the outstanding      
principal amount of the specified class and all accrued and unpaid interest     
payable to that class have been paid in full.                                   

APPLICATION OF FINANCE CHARGE COLLECTIONS                                       

     We refer to your series' share of finance charge collections, including
recoveries, interchange, net investment proceeds transferred from the excess    
funding account, the reserve account and the principal accumulation account, any
available excess finance charge collections from other series, and certain      
amounts withdrawn from the spread account and the reserve account, and any      
principal receivables treated as finance charge receivables through the discount
option, collectively, as finance charge collections. On each transfer date, the 
servicer will direct the indenture trustee to apply your series' share of       
finance charge collections for the prior month in the following order:          

 (1)   to pay interest on the Class A notes, including any overdue
            interest and additional interest on the overdue interest, on the
related distribution date;                          

 (2)   to pay interest on the Class B notes, including any overdue
            interest and additional interest on the overdue interest, on the
related distribution date;                          

      (3)   on each transfer date on which the bank or one of its affiliates
             is not the servicer, to pay the servicing fee for your series for
          the prior calendar month and any overdue servicing fee (to the
  extent not retained by the servicer during the month);

 (4)   to pay interest on the Class C notes, including any overdue
            interest and additional interest on the overdue interest, on the
related distribution date;                          

        (5)   an amount equal to your series' share of the defaulted receivables
           and uncovered dilution, if any, for the related calendar month,
           will be treated as principal collections for the prior calendar
month;                                              

      (6)   an amount equal to any unreimbursed reductions to the collateral
             amount on account of defaulted receivables, uncovered dilution or
     reallocations of principal collections will be treated as
principal collections for the prior calendar month; 

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   (7)   an amount equal to the excess, if any, of the required spread
        account amount over the amount then on deposit in the spread
account will be deposited into the spread account;  

      (8)   on each transfer date on which the bank or one of its affiliates
             is the servicer, to pay the servicing fee for your series for the
             prior calendar month and any overdue servicing fee (to the extent
not retained by the servicer during the month);     

       (9)   on and after the reserve account funding date, an amount equal to
           the excess, if any, of the required reserve account amount over
     the amount then on deposit in the reserve account will be
deposited into the reserve account;                 

(10)   all remaining amounts will constitute excess finance charge
        collections and will be available to cover any shortfalls in
            finance charge collections for other outstanding series in group
one;                                                

    (11)   following a servicer default and the appointment of a successor
           servicer, to pay to the successor servicer the excess servicing
     fee described in "--Servicing Compensation and Payment of
Expenses" below; and                                

(12)   any remaining amount will be paid to us or our assigns.    

  If your series' share of finance charge collections for any month is
insufficient to pay interest on the Class C notes--including any overdue        
interest and additional interest on the overdue interest--when due, a draw will 
be made from the amounts available in the spread account and will be paid to the
Class C noteholders on the related distribution date.                           

REALLOCATION OF PRINCIPAL COLLECTIONS                                           

      If your series' share of finance charge collections is not sufficient to
pay the aggregate amount of interest on the Class A notes and the Class B notes 
and any servicing fee for your series payable to a servicer other than the bank 
or one of its affiliates, then your series' share of principal collections will 
be reallocated to cover these amounts, except as described below.               

      Any reallocation of principal collections is a use of the collateral for
your notes. Consequently, these uses will reduce the remaining collateral amount
by a corresponding amount. The amount of principal collections that will be     
reallocated on any distribution date may not exceed:                            

- the lower of:                                                   

- the excess of the amounts needed to pay current, overdue and  
       additional interest on the Class A notes over the amount of finance
     charge collections allocated to your series that are available to
cover these amounts; and                                    

   - the greater of (1)(a) 17% of the initial Series 2002-1 collateral
       amount minus (b) the sum of (i) the amount of unreimbursed investor
   charge-offs after giving effect to investor charge-offs for the
          related calendar month and (ii) the amount of unreimbursed reallocated
      principal collections as of the previous distribution date and (2)
zero; plus                                                  

- the lower of:                                                   

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     - the excess of the sum of the amounts needed to pay current, overdue
         and additional interest on the Class B notes and the current and past
       due servicing fee for your series over the amount of finance charge
          collections allocated to your series that are available to cover these
amounts; and                                                

     - the greater of (1)(a) 9.25% of the initial Series 2002-1 collateral
       amount minus (b) the sum of (i) the amount of unreimbursed investor
   charge-offs after giving effect to investor charge-offs for the
          related calendar month and (ii) the amount of unreimbursed reallocated
        principal collections as of the previous distribution date and after
      giving effect to the reallocation of principal collections to make
        required interest payments for the Class A notes on the then-current
distribution date and (2) zero.                             

   To the extent available, reductions to the collateral amount for your
notes due to reallocation of principal receivables may be reinstated as         
described under "--Application of Finance Charge Collections" above.            

INVESTOR CHARGE-OFFS                                                            

    The notes will be allocated a portion of the defaulted receivables for
each calendar month. For this purpose, defaulted receivables for any monthly    
period are principal receivables that were charged-off as uncollectable in that 
monthly period, except that defaulted receivables that the transferor is        
required to purchase as a result of any breach of representation, warranty or   
covenant will be excluded. Defaulted receivables will be allocated at all times 
to your series based upon the allocation percentage for defaulted receivables   
for your series. The allocation percentage is described under "--Allocation     
Percentages" above.                                                             

 Dilution will also be allocated to your series in the circumstances
described in "Description of the Notes--Defaulted Receivables; Dilution;        
Investor Charge-Offs" in the accompanying prospectus. If dilution is allocated  
among series, your series' share of dilution will equal:                        

(1)   dilution to be allocated to all series of notes or investor 
certificates for that calendar month, times           

(2)   a fraction,                                                 

    --  the numerator of which is the numerator used in determining your
        series' allocation percentage for purposes of allocating finance
      charge collections for that calendar month, as described under
"--Allocation Percentages" above, and                   

 --  the denominator of which is the sum of the numerators used in
      determining the allocation percentages used by all outstanding
           series of notes or investor certificates for purposes of allocating
finance charge collections;                             

provided that, if the allocation percentage for finance charge    
       collections for any series has been reset during that calendar month, the
     fraction described in clause (2) above will be calculated on a weighted
average basis for that calendar month.                            

    On each distribution date, if the sum of the defaulted receivables and
any remaining uncovered dilution allocated to your series is greater than the   
finance charge collections used                                                 

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to cover those amounts, then the collateral amount will be reduced by the amount
of the excess.                                                                  

       Any such reductions in the collateral amount, called charge-offs, will be
reinstated to the extent that finance charge collections are available for that 
purpose on any subsequent distribution date.                                    

SHARING PROVISIONS                                                              

       Your series is in group one for purposes of sharing excess finance charge
collections. Your series will share excess finance charge collections with other
series of notes in group one and other series of investor certificates in group 
one for First Bankcard Master Credit Card Trust. See "Description of the        
Notes--Shared Excess Finance Charge Collections" in the accompanying prospectus.

     Your series is also a principal sharing series. See "Description of the
Notes--Shared Principal Collections" and " --Excess Funding Account" in the     
accompanying prospectus.                                                        

PRINCIPAL ACCUMULATION ACCOUNT                                                  

  The indenture trustee will establish and maintain a segregated trust
account in the name of the issuer held for the benefit of the noteholders to    
serve as the principal accumulation account. During the accumulation period, the
indenture trustee at the direction of the servicer will make deposits to the    
principal accumulation account as described under "--Principal Payments and     
Deposits" in this prospectus supplement.                                        

     Funds on deposit in the principal accumulation account will be invested
to the following transfer date by the indenture trustee at the direction of the 
servicer in highly rated liquid investments that meet the criteria described in 
the indenture supplement. On each transfer date, investment earnings, net of    
investment losses and expenses, on funds on deposit in the principal            
accumulation account will be deposited in a segregated trust account established
for your series and treated as finance charge collections available to your     
series for the related interest period.                                         

    If, for any transfer date, these net investment earnings are less than
the sum of:                                                                     

(a)   the product of (1) the balance of the principal accumulation
         account, up to the outstanding principal balance of the Class A
           notes, on the record date immediately preceding that distribution
     date, (2) the Class A interest rate, and (3) a fraction the
        numerator of which is the actual number of days in the related
   interest period and the denominator of which is 360, plus

(b)   the product of (1) the balance of the principal accumulation
             account in excess of the outstanding principal balance of the Class
         A notes, up to the outstanding principal balance of the Class B
           notes, on the record date immediately preceding that distribution
     date, (2) the Class B interest rate, and (3) a fraction the
        numerator of which is the actual number of days in the related
   interest period and the denominator of which is 360, plus

(c)   the product of (1) the balance of the principal accumulation
             account in excess of the outstanding principal balance of the Class
             A and Class B notes, up to the outstanding principal balance of the
Class C Notes, on the record date                     

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       immediately preceding that distribution date, (2) the Class C
         interest rate, and (3) a fraction the numerator of which is the
      actual number of days in the related interest period and the
denominator of which is 360,                          

then the indenture trustee will withdraw the shortfall, to the extent available,
from the reserve account and deposit it in a segregated trust account           
established for your series for use as finance charge collections that are      
available to your series.                                                       

SPREAD ACCOUNT; REQUIRED SPREAD ACCOUNT AMOUNT                                  

  The indenture trustee will establish and maintain a segregated trust
account held for the benefit of the Class C noteholders to serve as the spread  
account. The balance in the spread account will initially be an amount equal to 
0.50% multiplied by the initial Series 2002-1 collateral amount.                

  All amounts on deposit in the spread account will be invested by the
indenture trustee, at the direction of the servicer, in highly rated liquid     
investments that meet the criteria described in the indenture supplement and    
mature on or before the next transfer date. Except as noted below, so long as   
the required spread account amount is on deposit in the spread account, the     
interest and other investment income, net of losses and investment expenses,    
earned on these investments will be withdrawn on each transfer date and paid to 
us. For purposes of determining the availability of funds or the balance of the 
spread account, with few exceptions, all investment earnings will be deemed not 
to be available or on deposit.                                                  

      Withdrawals will be made from the spread account (including interest and
investment income, if needed) to pay the Class C monthly interest, including    
overdue interest and interest thereon, if there are insufficient funds available
to pay interest through the collection of finance charge receivables. On the    
Series 2002-1 termination date or, if sooner, the distribution date on which the
outstanding principal balances of the Class A and Class B notes are reduced to  
zero, available funds in the spread account (including interest and investment  
income, if needed), after giving effect to the withdrawals above, will be used  
to fund any shortfall in the payment of the Class C outstanding principal       
balance.                                                                        

The required spread account amount applicable on any date of      
determination will be determined as follows:                                    

     (a)   prior to a pay out event, the required spread account amount will
equal the product of (1) the Spread Account Percentage and (2) the initial      
Series 2002-1 collateral amount, except that the required spread account amount 
will not exceed the Class C outstanding principal balance reduced by the excess 
of the principal accumulation account balance over the sum of the Class A       
outstanding principal balance and the Class B outstanding principal balance;    

  (b)   after a pay out event, the required spread account amount will
equal the Class C outstanding principal balance.                                

      If on any transfer date, after giving effect to all withdrawals from and
deposits into the spread account, the amount on deposit would exceed the        
required spread account amount then in effect, the indenture trustee will, at   
the written direction of the servicer, deposit the excess into a segregated     
trust account established for your series and treat these amounts as finance    
charge collections available to your series for the related interest period.    

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     On any day following the occurrence of an event of default with respect
to Series 2002-1 and acceleration of the Series 2002-1 notes pursuant to the    
indenture, the servicer will withdraw available amounts from the spread account,
and the servicer or indenture trustee will deposit such amounts in a segregated 
trust account established for your series for distribution to the Class C       
noteholders until the outstanding Class C note principal balance is paid in     
full, then to the Class A noteholders until the outstanding Class A note        
principal balance is paid in full, and then to the Class B noteholders until the
outstanding Class B note principal balance is paid in full, in accordance with  
the Series 2002-1 indenture supplement, to fund any shortfalls in amounts owed  
to such Series 2002-1 noteholders.                                              

RESERVE ACCOUNT                                                                 

  The indenture trustee will establish and maintain a segregated trust
account held in the name of the issuer for the benefit of the noteholders to    
serve as the reserve account. The reserve account is established to assist with 
the distribution of interest on the notes during the accumulation period and on 
the first distribution date with respect to the rapid amortization period. On   
each transfer date from and after the reserve account funding date, but prior to
the termination of the reserve account, the indenture trustee will apply finance
charge collections allocated to your series to increase the amount on deposit in
the reserve account to the extent the amount on deposit in the reserve account  
is less than the required reserve account amount.                               

     The reserve account funding date is the transfer date designated by the
servicer and which occurs no later than the earliest of the following:          

(a)   the transfer date with respect to the monthly period which  
commences three months prior to the then scheduled commencement of the          
accumulation period,                                                            

     (b)   the first transfer date for which the quarterly net yield is less
than 2%, but in such event the reserve account funding date shall not occur     
earlier than the transfer date with respect to the twelfth month prior to the   
then scheduled commencement of the accumulation period,                         

     (c)   the first transfer date for which the quarterly net yield is less
than 3%, but in such event the reserve account funding date shall not occur     
earlier than the transfer date with respect to the sixth month prior to the then
scheduled commencement of the accumulation period, and                          

     (d)   the first transfer date for which the quarterly net yield is less
than 4%, but in such event the reserve account funding date shall not occur     
earlier than the transfer date with respect to the fourth month prior to the    
then scheduled commencement of the accumulation period.                         

    The net yield means, with respect to any monthly period, the Portfolio
Yield, as defined in the Glossary hereto, with respect to that monthly period   
minus the Base Rate, as defined in the Glossary hereto, with respect to the same
monthly period.                                                                 

      The quarterly net yield means, for any distribution date, the average of
the net yields for each of the three preceding monthly periods and, for purposes
of the December 2002 and January 2003 distribution dates, the net yields for    
September and October of 2002 will be deemed to be 7.15% and 6.75%,             
respectively.                                                                   

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       The required reserve account amount for any transfer date on or after the
reserve account funding date will be equal to (a) 0.50% of the outstanding      
principal balance of the Series 2002-1 notes or (b) any other amount designated 
by us. We may only designate a lesser amount if each rating agency confirms that
the designation will not impair its rating of any outstanding series or class of
securities and we certify to the indenture trustee that, based on the facts     
known to the certifying officer at the time, in our reasonable belief, the      
designation will not cause a pay out event to occur for Series 2002-1.          

      On each transfer date, after giving effect to any deposit to be made to,
and any withdrawal to be made from, the reserve account on that transfer date,  
the indenture trustee will withdraw from the reserve account an amount equal to 
the excess, if any, of the amount on deposit in the reserve account over the    
required reserve account amount, and the amount withdrawn will be applied,      
first, to fund any shortfall in the spread account, and then distributed to us  
or our assigns. Any amounts withdrawn from the reserve account and distributed  
to us or our assigns will not be available for distribution to the noteholders. 

       All amounts on deposit in the reserve account on any transfer date--after
giving effect to any deposits to, or withdrawals from, the reserve account to be
made on that transfer date--will be invested to the following transfer date by  
the indenture trustee as required under the indenture in highly rated liquid    
investments that meet the criteria described in the indenture supplement. The   
interest and other investment income, net of losses and investment expenses,    
earned on these investments will be retained in the reserve account to the      
extent the amount on deposit is less than the required reserve account amount,  
and any excess will be deposited in a segregated trust account established for  
your series and treated as finance charge collections available to your series. 

     On or before each transfer date with respect to the accumulation period
and on or before the first transfer date with respect to the rapid amortization 
period, the indenture trustee will withdraw from the reserve account and deposit
in a segregated trust account established for your series an amount equal to the
least of:                                                                       

     (1)   the amount then on deposit in the reserve account with respect to
that transfer date; and                               

(2)   the amount of the shortfall described under "--Principal    
Accumulation Account" above.                          

Amounts withdrawn from the reserve account on any transfer date will be included
as finance charge collections available to your series for the related          
distribution date.                                                              

   The reserve account will be terminated upon the earliest to occur of:

(1)   the first transfer date for the rapid amortization period;  

  (2)   the transfer date immediately preceding the expected principal
payment date; and                                     

(3)   the termination of the trust.                               

    Upon the termination of the reserve account, all amounts on deposit in
the reserve account, after giving effect to any withdrawal from the reserve     
account on that date, will be deposited in the spread account to the extent     
funds available in the spread account are less than the required spread account 
amount, and any remaining deposits will be distributed to us                    

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or our assigns. Any amounts withdrawn from the reserve account and distributed  
to us or our assigns will not be available for distribution to the noteholders. 

PAY OUT EVENTS                                                                  

A pay out event will occur for the Series 2002-1 notes upon the   
occurrence of any of the following events:                                      

       (a)   our failure (1) to make any payment or deposit on the date required
   to be made under the pooling and servicing agreement, the
             collateral series supplement, the transfer and servicing agreement,
            the indenture or the Series 2002-1 indenture supplement within the
           applicable grace period which shall not exceed five business days
             after the day that payment or deposit is required to be made or (2)
           to observe or perform in any material respect our other covenants
           or agreements set forth in the pooling and servicing agreement or
      the collateral series supplement, the transfer and servicing
             agreement, the indenture or the Series 2002-1 indenture supplement,
          which failure has a material adverse effect on the Series 2002-1
        noteholders which continues unremedied for a period of 60 days
       after written notice of the failure, requiring the same to be
            remedied is given to us by the indenture trustee, or to us and the
             indenture trustee by Series 2002-1 noteholders evidencing interests
            aggregating more than 25% of the aggregate unpaid principal amount
          of the Series 2002-1 notes and which continues to materially and
         adversely affect the interest of the Series 2002-1 noteholders;

   (b)   any representation or warranty made by us under the pooling and
            servicing agreement or the transfer and servicing agreement or any
     supplement to either of these documents proves to have been
            incorrect in any material respect when made or delivered and which
           continues to be incorrect in any material respect for a period of
           60 days after written notice of the failure is given to us by the
         indenture trustee, or to us and the indenture trustee by Series
           2002-1 noteholders evidencing interests aggregating more than 25%
       of the aggregate unpaid principal amount of the Series 2002-1
            notes, requiring the same to be remedied, and as a result of which
       the interests of the noteholders are materially and adversely
           affected and continue to be materially and adversely affected for
         the designated period; except that a pay out event described in
  this subparagraph (b) will not occur if we have accepted
            reassignment of the related receivable or all related receivables,
if applicable, within the designated period;          

      (c)   our failure to designate receivables in additional accounts to the
         trust within five business days after we are required to do so,
          provided that such failure will not give rise to a pay out event
           if, prior to the date on which such conveyance was required to be
       completed, we cause a reduction in the invested amount of any
      variable funding notes of the issuer or any variable funding
         certificate issued under the pooling and servicing agreement to
   occur, so that after giving effect to that reduction, the
       transferor interest is not less than the Minimum Transferor's
            Interest and the Aggregate Principal Receivables are not less than
the Minimum Aggregate Principal Receivables;          

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  (d)   any servicer default occurs that would have a material adverse
effect on your series;                                

 (e)   the average of the Portfolio Yields for any three consecutive
            calendar months is less than the average of the Base Rates for the
same calendar months;                                 

       (f)   the outstanding principal balance of the Class A notes, the Class B
         notes or the Class C notes are not paid in full on the expected
principal payment date;                               

  (g)   specified bankruptcy, insolvency, liquidation, reorganization,
     winding-up, conservatorship, receivership or similar events
relating to us or the bank;                           

     (h)   we are unable for any reason to transfer receivables to the trust
             or the bank is unable for any reason to transfer receivables to us;

 (i)   First Bankcard Master Credit Card Trust or the issuer becomes
             subject to regulation as an "investment company" within the meaning
of the Investment Company Act of 1940, as amended; or 

    (j)   an event of default for Series 2002-1 and an acceleration of the
         maturity of the Series 2002-1 notes occurs under the indenture.

       In the case of any event described in clause (a), (b) or (d) above, a pay
out event will be deemed to have occurred with respect to the notes only if,    
after any applicable grace period, either the indenture trustee or the Series   
2002-1 noteholders evidencing interests aggregating more than 50% of the        
aggregate unpaid principal amount of the Series 2002-1 notes, by written notice 
to us, the servicer and, if notice is given by the Series 2002-1 noteholders,   
the indenture trustee, declare that a pay out event has occurred with respect to
the Series 2002-1 notes as of the date of the notice.                           

     In the case of any event described in clause (g), (h) or (i), a pay out
event with respect to all series then outstanding, and in the case of any event 
described in clause (c), (e), (f) or (j), a pay out event with respect to only  
the Series 2002-1 notes, will occur without any notice or other action on the   
part of the indenture trustee or the Series 2002-1 noteholders immediately upon 
the occurrence of the event.                                                    

       On the day on which a pay out event is deemed to have occurred, the rapid
amortization period will begin.                                                 

See "Description of the Notes--Pay Out Events" in the accompanying
prospectus for an additional discussion of the consequences of insolvency,      
conservatorship or receivership events related to us and the bank.              

EVENTS OF DEFAULT                                                               

The events of default for Series 2002-1, as well as the rights and
remedies available to the indenture trustee and the Series 2002-1 noteholders   
when an event of default occurs, are described under "The Indenture--Events of  
Default; Rights Upon Event of Default" in the accompanying prospectus.          

    In the case of an event of default involving bankruptcy, insolvency or
similar events relating to the issuer, the principal amount of the Series 2002-1
notes and all other series of notes automatically will be deemed to be          
immediately due and payable. If any other event of                              

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default for Series 2002-1 occurs, the indenture trustee or the holders of more  
than 50% of the then-outstanding principal balance of the Series 2002-1 notes   
may declare the Series 2002-1 notes to be immediately due and payable. If the   
Series 2002-1 notes are accelerated, you may receive principal prior to the     
expected principal payment date for your class of notes.                        

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

The servicing fee rate for your series is 2% per year. Following a
servicer default and the appointment of a successor servicer, fees payable to   
the successor servicer in excess of 2.0%, referred to as the excess servicing   
fee, will be payable to the successor servicer from finance charge collections  
after all other distributions as set forth above in "--Application of Finance   
Charge Collections", but before any payments to us from such collections. Your  
series' share of the servicing fee for each month will be calculated as         
described under "Description of the Notes--Servicing Compensation and Payment of
Expenses" in the accompanying prospectus. However, the monthly servicing fee    
allocable to your series for the first distribution date will equal             
$1,161,643.84.                                                                  

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UNDERWRITING

Subject to the terms and conditions set forth in an underwriting  
agreement between us and the underwriters named below, we have agreed to sell to
the underwriters, and each of the underwriters has severally agreed to purchase,
the principal amount of the Class A notes, Class B notes and Class C notes set  
forth opposite its name:                                                        

                                                        [Enlarge/Download Table]

                                                                     PRINCIPAL AMOUNT OF
CLASS A UNDERWRITERS                                                    CLASS A NOTES   
----------------------------------------------------------------------------------------
                                                                                        
Banc One Capital Markets, Inc. .....................................    $124,500,000    
Banc of America Securities LLC......................................    $124,500,000    
ABN Amro Incorporated...............................................    $ 83,000,000    
                                                                        ------------    
                             Total..................................    $332,000,000    

                                                        [Enlarge/Download Table]

                                                                     PRINCIPAL AMOUNT OF
CLASS B UNDERWRITERS                                                    CLASS B NOTES   
----------------------------------------------------------------------------------------
                                                                                        
Banc One Capital Markets, Inc. .....................................    $ 15,500,000    
Banc of America Securities LLC......................................    $ 15,500,000    
                                                                        ------------    
                             Total..................................    $ 31,000,000    

                                                        [Enlarge/Download Table]

                                                                     PRINCIPAL AMOUNT OF
CLASS C UNDERWRITERS                                                    CLASS C NOTES   
----------------------------------------------------------------------------------------
                                                                                        
Banc One Capital Markets, Inc. .....................................    $ 18,500,000    
Banc of America Securities LLC......................................    $ 18,500,000    
                                                                        ------------    
                             Total..................................    $ 37,000,000    

       The underwriters of each class of notes have advised us that they propose
initially to offer the notes in that class to the public at the prices set forth
in this prospectus supplement, and to dealers chosen by the underwriters at the 
prices set forth in this prospectus supplement less a concession not in excess  
of the percentages set forth in the following table. The underwriters of each   
class of notes and those dealers may reallow a concession not in excess of the  
percentages set forth in the following table. After the initial public offering 
of the notes, the public offering prices and the concessions referred to in this
paragraph may be changed. Additional offering expenses are estimated to be      
$490,000.                                                                       

                                                                [Download Table]

                                    CLASS A    CLASS B    CLASS C
                                     NOTES      NOTES      NOTES 
                                     -----      -----      ----- 
                                                                 
Concessions.......................  0.135%     0.165%     0.180% 
Reallowances......................  0.090%     0.110%     0.120% 

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The underwriters will be compensated as set forth in the following table:       

                                                                [Download Table]

                                    UNDERWRITERS'     AMOUNT                 
                                    DISCOUNTS AND   PER $1,000               
                                     COMMISSIONS   OF PRINCIPAL  TOTAL AMOUNT
                                     -----------   ------------  ------------
                                                                             
Class A Notes                          0.225%         $2.25      $747,000.00 
Class B Notes                          0.275%         $2.75      $ 85,250.00 
Class C Notes                          0.300%         $3.00      $111,000.00 
                                                                 ----------- 
Total Class A, Class B and Class C                               $943,250.00 

       Each underwriter has severally represented, warranted and agreed with the
issuer that:                                                                    

     - it has not offered or sold and prior to the expiry of a period of six
   months from the closing date, will not offer or sell any Notes to
persons in the United Kingdom except to persons whose ordinary
       activities involve them in acquiring, holding, managing, or disposing
  of investments (as principal or agent) for the purposes of their
      businesses or otherwise in circumstances which have not resulted and
        will not result in an offer to the public in the United Kingdom within
     the meaning of the Public Offers of Securities Regulations 1995, as
amended;                                                      

   - it has only communicated or caused to be communicated and will only
         communicate or cause to be communicated any invitation or inducement to
        engage in investment activity (within the meaning of section 21 of the
     Financial Services and Markets Act 2000 ("FSMA")) received by it in
       connection with the issue or sale of any Notes in circumstances which
  section 21(1) of the FSMA does not apply to the Issuer and shall
      procure that the Notes are not offered or sold in the United Kingdom
         other than to persons authorised under the FSMA or to persons otherwise
       having professional experience in matters relating to investments and
qualifying as investment professionals under Article 19 of the
     Financial Services and Markets Act 2000 (Financial Promotion) Order
     2001, as amended or to persons qualifying as high net worth persons
under Article 49 of that Order;                               

       - it has complied, and will comply, with all applicable provisions of the
       FSMA with respect to anything done by it in relation to the Notes in,
from or otherwise involving the United Kingdom; and           

     - it has acted and will act in accordance with the other United Kingdom
selling restrictions set out in this Prospectus Supplement.   

     We will indemnify the underwriters against the liabilities specified in
the underwriting agreement, including liabilities under the Securities Act, or  
will contribute to payments the underwriters may be required to make in         
connection with those liabilities.                                              

     The underwriters may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to  
the notes in accordance with Regulation M under the Exchange Act. Over-allotment
transactions involve syndicate sales in excess of the offering size, which      
creates a syndicate short position. The underwriters do not have an             
"overallotment" option to purchase additional notes in the offering, so         
syndicate sales in excess of the offering size will result in a naked short     
position. The underwriters must close out any naked short position through      
syndicate covering transactions in which the underwriters purchase notes in the 
open market. A naked short position is more likely to be                        

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created if the underwriters are concerned that there may be downward pressure on
the price of the notes in the open market after pricing that would adversely    
affect investors who purchase in the offering. Stabilizing transactions permit  
bids to purchase the notes so long as the stabilizing bids do not exceed a      
specified maximum. Penalty bids permit the underwriters to reclaim a selling    
concession from a syndicate member when the notes originally sold by that       
syndicate member are purchased in a syndicate covering transaction.             
Over-allotment transactions, stabilizing transactions, syndicate covering       
transactions and penalty bids may have the effect of raising or maintaining the 
market price of the notes or preventing or retarding a decline in the market    
price of the notes. As a result, the price of the notes may be higher than the  
price that might otherwise exist in the open market. Neither we nor the         
underwriters represent that the underwriters will engage in any of these        
transactions or that those transactions, once commenced, will not be            
discontinued without notice at any time.                                        

     In the ordinary course of their respective businesses, the underwriters
and their respective affiliates have engaged and may in the future engage in    
investment banking or commercial banking transactions with us and our           
affiliates. We may use a portion of the net proceeds of the sale of the Series  
2002-1 notes to reduce outstandings under various credit facilities provided by 
some of the underwriters, their affiliates and special purpose entities         
administered by some of the underwriters and their affiliates.                  

LEGAL MATTERS 

       Certain legal matters relating to the issuance of the Series 2002-1 notes
will be passed upon for us by Kutak Rock LLP as special counsel for us. Certain 
legal matters relating to the federal tax consequences of the issuance of the   
Series 2002-1 notes will be passed upon for us by Kutak Rock LLP. Certain legal 
matters relating to the issuance of the Series 2002-1 notes will be passed upon 
for the underwriters by Mayer, Brown, Rowe & Maw.                               

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GLOSSARY OF TERMS FOR PROSPECTUS SUPPLEMENT 

   "BASE RATE" means, with respect to any calendar month, the annualized
percentage equivalent of a fraction:                                            

    (a) the numerator of which is the sum of (x) the interest due on the
           Series 2002-1 notes on the following distribution date and (y) your
  series' share of the monthly servicing fee for the related
distribution date; and                                  

    (b) the denominator of which is the Series 2002-1 collateral amount,
           plus amounts on deposit in the principal accumulation account, each
as of the first day of that calendar month.             

"PORTFOLIO YIELD" means, with respect to any calendar month, the  
annualized percentage equivalent of a fraction:                                 

  --  the numerator of which is the sum of (a) the amount of finance
     charge collections available to your series, excluding excess
         finance charge collections from other series in group one and any
     amounts withdrawn from the spread account, except that excess
            finance charge collections from other series applied for the benefit
         of the Series 2002-1 notes may be included if the rating agencies
            have confirmed that the inclusion would not impair its rating of the
       Series 2002-1 notes or any other outstanding series or class of
     securities, minus (b) the amount of defaulted receivables and
            uncovered dilution allocated to your series for that calendar month;
and                                                     

    --  the denominator of which is the Series 2002-1 collateral amount,
           plus amounts on deposit in the principal accumulation account, each
as of the first day of that calendar month.             

     "REQUIRED RETAINED TRANSFEROR PERCENTAGE" means, for purposes of Series
2002-1, 7%.                                                                     

"SPREAD ACCOUNT PERCENTAGE" means, for any distribution date, the 
percentage determined as follows:                                               

                                                                [Download Table]

------------------------------------------------------------------------
         IF THE QUARTERLY NET YIELD IS                                  
-----------------------------------------------      THEN THE SPREAD    
   GREATER THAN OR                                       ACCOUNT        
      EQUAL TO:              AND LESS THAN:       PERCENTAGE WILL EQUAL:
------------------------------------------------------------------------
                                                                        
        5.50%                                         0.50     %(1)     
------------------------------------------------------------------------
        5.25%                    5.50%                0.75     %        
------------------------------------------------------------------------
        5.00%                    5.25%                1.00     %        
------------------------------------------------------------------------
        4.75%                    5.00%                2.00     %        
------------------------------------------------------------------------
        4.50%                    4.75%                2.50     %        
------------------------------------------------------------------------
        4.00%                    4.50%                3.00     %        
------------------------------------------------------------------------
        3.50%                    4.00%                4.00     %        
------------------------------------------------------------------------
        3.00%                    3.50%                5.25     %        
------------------------------------------------------------------------
        2.00%                    3.00%                6.25     %        
------------------------------------------------------------------------
          --                     2.00%                6.50     %        
------------------------------------------------------------------------

(1)The Spread Account Percentage will be 0.50% on the 
closing date and may not be reduced on any      
   distribution date unless the quarterly net yield on
each of the last three distribution dates       
   (including the current distribution date) qualifies
for the lower percentage.                       

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                                                                         Annex I

OTHER SECURITIES ISSUED AND OUTSTANDING 

       The principal characteristics of the other outstanding series of investor
certificates issued by First Bankcard Master Credit Card Trust as of August 31, 
2002 are set forth in the tables below. All of the outstanding series of        
investor certificates are in group one.                                         

                                                                [Download Table]


                                                                           
1. SERIES 1997-2                                                           
         Invested Amount at end of Revolving Period:      $63,351,648      
         Current Invested Amount:                         $46,199,584      
         Certificate Rate:                                Floating Rate    
         Controlled distribution amount:                  $4,166,667       
         Commencement of controlled                                        
           amortization period:                           July 1, 2002     
         Series Servicing Fee Percentage:                 2%               
         Collateral Interest at end of Revolving Period:  $13,351,648      
         Current Collateral Amount:                       $4,532,917       
         Class A scheduled payment date:                  July 15, 2003    
2. SERIES 2000-1                                                           
         Initial Invested Amount:                         $220,000,000     
         Current Invested Amount                          $220,000,000     
         Certificate Rate:                                Floating Rate    
         Controlled distribution amount:                  Variable         
         Commencement of controlled                                        
           amortization period:                           July 1, 2005*    
         Series Servicing Fee Percentage:                 2%               
         Initial Collateral Interest:                     $20,000,000      
         Class A scheduled payment date:                  January 15, 2006*
3. SERIES 2000-2                                                           
         Initial Invested Amount:                         $450,000,000     
         Current Invested Amount                          $450,000,000     
         Certificate Rate:                                Floating Rate    
         Controlled accumulation amount:                  Variable         
         Commencement of controlled                                        
           accumulation period:                           November 1, 2002*
         Series Servicing Fee Percentage:                 2%               
         Initial CTO investor interest:                   $41,625,000      
         Expected final distribution date:                November 17, 2003
4. SERIES 2000-3                                                           
         Initial Invested Amount:                         $165,000,000     
         Current Invested Amount                          $165,000,000     
         Certificate Rate:                                Floating Rate    
         Controlled distribution amount:                  Variable         
         Commencement of controlled                                        
           amortization period:                           October 1, 2005* 
         Series Servicing Fee Percentage:                 2%               
         Initial Collateral Interest:                     $16,500,000      
         Class A scheduled payment date:                  April 15, 2006*  

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

                                                                [Download Table]
                                                                              
* Subject to adjustment.                                                      

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                                                                [Download Table]


                                                            
5. SERIES 2001-1                                            
         Initial Investor Interest:            $400,000,000 
         Current Investor Interest             $400,000,000 
         Interest Rate:                        Floating Rate
         Controlled accumulation amount:       Variable     
         Commencement of accumulation period:  June 1, 2003*
         Series Servicing Fee Percentage:      2%           
         Initial CTO investor interest:        $37,000,000  
         Expected final distribution date:     June 15, 2004

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

                                                                [Download Table]
                                                                              
* Subject to adjustment.                                                      

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PROSPECTUS

[FIRST NATIONAL BANK OMAHA LOGO]

FIRST NATIONAL MASTER NOTE TRUST
Issuer

                                                                [Download Table]
                                                          
FIRST NATIONAL FUNDING LLC    FIRST NATIONAL BANK OF OMAHA
        Transferor                      Servicer          

Asset Backed Notes
THE ISSUER --                                                                   

   - may periodically issue asset backed notes in one or more series with one or
more classes; and                                                     
- will have a direct or indirect interest in --                           
      - receivables in a portfolio of Visa(R) and MasterCard(R) revolving credit
card accounts owned by First National Bank of Omaha;            
- payments due on those receivables; and                            
 - other property described in this prospectus and in the accompanying
prospectus supplement.                                          

THE NOTES --                                                                    

- will be paid only from the trust assets;                                
- offered with this prospectus will be rated in one of the four highest   
rating categories by at least one nationally recognized rating        
organization;                                                         
- may have one or more forms of credit enhancement; and                   
   - will be issued as part of a designated series which may include one or more
classes of notes.                                                     

YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 IN THIS      
PROSPECTUS AND PAGE S-11 IN YOUR PROSPECTUS SUPPLEMENT.                         

A note is not a deposit and neither the notes nor the underlying accounts or    
receivables are insured or guaranteed by the Federal Deposit Insurance          
Corporation or any other governmental agency.                                   

The notes are obligations of First National Master Note Trust only and are not  
obligations of First National Funding LLC, First National Bank of Omaha or any  
other person.                                                                   

This prospectus may be used to offer and sell notes of a series only if         
accompanied by the prospectus supplement for that series.                       

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE NOTES OR DETERMINED THAT THIS   
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

October 16, 2002

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT 

  We (First National Funding LLC) provide information to you about the
notes in two separate documents: (a) this prospectus, which provides general    
information, some of which may not apply to your series of notes, and (b) the   
accompanying prospectus supplement, which describes the specific terms of your  
series of notes, including:                                                     

- the terms, including interest rates, for each class;            

- the timing of interest and principal payments;                  

- information about the receivables;                              

- information about credit enhancement, if any, for each class;   

- the ratings for each class being offered; and                   

- the method for selling the notes.                               

       If the terms of your series of notes vary between this prospectus and the
accompanying prospectus supplement, you should rely on the information in the   
prospectus supplement.                                                          

     You should rely only on the information provided in this prospectus and
the accompanying prospectus supplement, including the information incorporated  
by reference. We have not authorized anyone to provide you with different       
information. We are not offering the notes in any state where the offer is not  
permitted.                                                                      

 We include cross references in this prospectus and the accompanying
prospectus supplement to captions in these materials where you can find further 
related discussions. The following Table of Contents and the Table of Contents  
in the accompanying prospectus supplement provide the pages on which these      
captions are located.                                                           

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TABLE OF CONTENTS 

                                                                [Download Table]

                                           PAGE
                                           ----
                                               
SUMMARY: OVERVIEW OF TRANSACTIONS........    1 
RISK FACTORS.............................    3 
It may not be possible to find an              
  investor to purchase your notes........    3 
Some liens would be given priority over        
  your notes which could cause delayed or      
  reduced payments.......................    3 
If a conservator or receiver were              
  appointed for First National Bank of         
  Omaha, or if we become a debtor in a         
  bankruptcy case, delays or reductions        
  in payment of your notes could occur...    3 
The bank may change the terms and              
  conditions of the accounts in a way          
  that reduces collections...............    6 
Allocations of charged-off receivables or      
  uncovered dilution could reduce              
  payments to you........................    6 
Current and proposed regulation and            
  legislation may impede collection            
  efforts or reduce collections or             
  restrict the manner in which the bank        
  may conduct its activities.............    7 
Limited remedies for breaches of               
  representations could reduce or delay        
  payments...............................    7 
Payment and origination patterns of            
  receivables could reduce collections...    8 
The bank depends on its ability to sell        
  and securitize its credit card               
  receivables to fund new receivables....    9 
Subordinated classes bear losses before        
  senior classes.........................   10 
Commingling of collections...............   10 
Recharacterization of principal                
  receivables would reduce principal           
  receivables and may require the              
  addition of new receivables............   11 
The note interest rate and the                 
  receivables interest rate may reset at       
  different times, or the interest rate        
  terms of the receivables and the notes       
  may otherwise differ, resulting in           
  reduced or early payments to you.......   11 
We may assign our obligations as               
  transferor and the bank may assign its       
  obligations as servicer................   11 
Some jurisdictions may hold over-limit         
  fees to be unenforceable against             
  obligors, which could cause delayed or       
  reduced payments on your notes.........   12 

                                                                [Download Table]

                                           PAGE
                                           ----
                                               
IMPORTANT PARTIES........................   13 
  The Issuer.............................   13 
  First National Funding LLC.............   13 
  First Bankcard Master Credit Card            
     Trust...............................   13 
  First National of Nebraska, Inc. and         
     First National Bank of Omaha........   14 
THE BANK'S CREDIT CARD ACTIVITIES........   15 
  Acquisition............................   16 
  Underwriting...........................   16 
  Billing and Payments...................   18 
  Delinquency, Charge-Offs and                 
     Recoveries..........................   18 
  Account Servicing......................   20 
  Processing.............................   20 
THE TRUST PORTFOLIO......................   20 
USE OF PROCEEDS..........................   22 
DESCRIPTION OF THE NOTES.................   22 
  Book-Entry Registration................   24 
  Definitive Notes.......................   27 
  Interest Payments......................   28 
  Principal Payments.....................   29 
  Transfer and Assignment of                   
     Receivables.........................   29 
  New Issuances of Notes.................   30 
  Representations and Warranties.........   31 
  Addition of Trust Assets...............   34 
  Removal of Accounts....................   35 
  Collection and Other Servicing               
     Procedures..........................   36 
  Discount Option........................   36 
  Trust Accounts.........................   37 
  Funding Period.........................   37 
  Application of Collections.............   38 
  Shared Excess Finance Charge                 
     Collections.........................   39 
  Shared Principal Collections...........   40 
  Excess Funding Account.................   40 
  Defaulted Receivables; Dilution;             
     Investor Charge-Offs................   40 
  Final Payment of Principal.............   41 
  Paired Series..........................   42 
  Pay Out Events.........................   43 
  Servicing Compensation and Payment of        
     Expenses............................   44 
  Matters Regarding the Transferor and         
     the Servicer........................   44 
  Servicer's Representations, Warranties       
     and Covenants.......................   47 

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TABLE OF CONTENTS -- (CONTINUED)

                                                                [Download Table]

                                           PAGE
                                           ----
                                               
  Servicer Default.......................   48 
  Reports to Noteholders.................   50 
  Evidence as to Compliance..............   51 
  Amendments.............................   52 
THE INDENTURE............................   53 
  Events of Default; Rights upon Event of      
     Default.............................   53 
  Covenants..............................   57 
  Agreements by Noteholders..............   58 
  Modification of the Indenture..........   59 
  Annual Compliance Statement............   60 
  Indenture Trustee's Annual Report......   61 
  List of Noteholders....................   61 
  Satisfaction and Discharge of                
     Indenture...........................   61 
  The Indenture Trustee..................   61 
  Matters Regarding the Administrator....   62 
POOLING AND SERVICING AGREEMENT..........   62 
  New Issuances of Investor                    
     Certificates........................   62 
  Amendments.............................   63 
CREDIT ENHANCEMENT.......................   64 
  Subordination..........................   65 
  Letter of Credit.......................   65 
  Cash Collateral Guaranty, Cash               
     Collateral Account or Excess              
     Collateral..........................   66 
  Surety Bond or Insurance Policy........   66 
  Spread Account.........................   67 
  Reserve Account........................   67 
DESCRIPTION OF THE RECEIVABLES PURCHASE        
  AGREEMENT..............................   67 
  Sale of Receivables....................   67 
  Representations and Warranties.........   68 

                                                                [Download Table]

                                           PAGE
                                           ----
                                               
  Covenants..............................   69 
  Amendments.............................   69 
  Termination............................   69 
NOTE RATINGS.............................   70 
MATERIAL LEGAL ASPECTS OF THE                  
  RECEIVABLES............................   71 
  Transfer of Receivables................   71 
  Conservatorship and Receivership.......   72 
  Consumer Protection Laws...............   74 
FEDERAL INCOME TAX CONSEQUENCES..........   75 
  Tax Classification of the Issuer and         
     the Notes...........................   76 
  Consequences to Holders of the Offered       
     Notes...............................   78 
  State and Local Tax Consequences.......   81 
ERISA CONSIDERATIONS.....................   81 
PLAN OF DISTRIBUTION.....................   82 
REPORTS TO NOTEHOLDERS...................   83 
WHERE YOU CAN FIND MORE INFORMATION......   83 
GLOSSARY OF TERMS FOR PROSPECTUS.........   84 
GLOBAL CLEARANCE, SETTLEMENT AND TAX           
  DOCUMENTATION PROCEDURES...............  A-1 
  Initial Settlement.....................  A-1 
  Secondary Market Trading...............  A-2 
  Certain U.S. Federal Income Tax              
     Documentation Requirements..........  A-3 

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SUMMARY: OVERVIEW OF TRANSACTIONS 

Each series of notes will be issued by First National Master Note Trust and will
include one or more classes of notes, representing debt of the issuer. Each     
series and class may differ as to timing and priority of distributions,         
allocations of losses, interest rates, amount of distributions in respect of    
principal or interest and credit enhancement. We, First National Funding LLC,   
will disclose the details of these timing, priority and other matters in a      
prospectus supplement for each series.                                          

Initially, the primary asset of the issuer will be a collateral certificate     
issued by First Bankcard Master Credit Card Trust to us and transferred to the  
issuer under a transfer and servicing agreement. It represents a beneficial     
interest in the assets of First Bankcard Master Credit Card Trust. First        
Bankcard Master Credit Card Trust owns primarily credit card receivables arising
in VISA(R) and MasterCard(R)(1) revolving credit card accounts.                 

The credit card receivables will either be originated by First National Bank of 
Omaha or one of its affiliates or will be acquired by the bank from third-party 
financial institutions. The receivables comprising the trust have been          
transferred directly or indirectly by the bank to the trust.                    

Under the pooling and servicing agreement initially entered into by the bank in 
1995, the bank, in its capacity as transferor, designated some eligible accounts
from its portfolio of VISA and MasterCard credit card accounts and transferred  
the receivables in those accounts to the trust. For a period from December 31,  
1995 through September 30, 2000, First National Bank South Dakota, an affiliate 
of First National Bank of Omaha, was the owner of some or all of the credit card
accounts and the transferor or a co-transferor under the pooling and servicing  
agreement. Effective October 1, 2000, the credit card accounts were transferred 
to First National Bank of Omaha, which then again became sole transferor under  
the pooling and servicing agreement.                                            

The transactions described above were implemented, in part, through amendments  
to the pooling and servicing agreement.                                         

The applicable transferor or co-transferor that was party to the pooling and    
servicing agreement continued to transfer additional receivables generated in   
those accounts, and from time to time designated additional accounts, to First  
Bankcard Master Credit Card Trust until the October 2002 amendment to the       
pooling and servicing agreement. The amendment, among other things, designated  
us as the transferor replacing the bank. At the same time, we entered into a    
receivables purchase agreement with the bank whereby the bank designated some   
eligible accounts to us and transferred the receivables created in the accounts 
after the date of the agreement to us. Under the receivables purchase agreement,
the bank will, from time to time, designate additional accounts to us and       
transfer additional receivables to us and will also occasionally remove accounts
previously designated. Under the amended pooling and servicing agreement, in our
capacity as transferor, we will transfer all receivables sold to us by the bank 
under the receivables purchase agreement to the trust and designate to the trust
all accounts designated to us by the bank.                                      

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

(1) VISA(R) and MasterCard(R) are federally registered servicemarks of VISA     
U.S.A., Inc. and MasterCard International Inc., respectively.                   

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The bank will continue to own the accounts that are designated to the trust.    

After all outstanding series of investor certificates that have been issued by  
First Bankcard Master Credit Card Trust have been retired, we may cause First   
Bankcard Master Credit Card Trust to terminate, at which time the receivables   
remaining in First Bankcard Master Credit Card Trust will be transferred to the 
issuer and held directly by the issuer. We refer to the entity--either First    
Bankcard Master Credit Card Trust or the issuer--that holds the receivables at  
any given time as the trust.                                                    

The notes will represent the right to payments from a portion of collections on 
the credit card receivables held by the trust.                                  

In addition, a portion of certain fees payable by VISA and MasterCard to the    
bank, which are attributable to cardholder charges for merchandise and services,
known as interchange, will be treated as collections of finance charge          
receivables.                                                                    

All new receivables generated in the designated accounts will be automatically  
transferred to the trust. The total amount of receivables held by the trust will
fluctuate daily as new receivables are generated and payments are received on   
existing receivables.                                                           

The bank continues to service the receivables that are transferred to the trust 
and will act as the issuer's administrator.                                     

The Bank of New York, is the trustee for First Bankcard Master Credit Card      
Trust. The Bank of New York will also act as indenture trustee for the issuer.  
The issuer will grant a security interest in its assets--including the          
collateral certificate or, if First Bankcard Master Credit Card Trust has been  
terminated, the receivables--to the indenture trustee for the benefit of the    
noteholders.                                                                    

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RISK FACTORS

       The following is a summary of the principal risk factors that apply to an
investment in the notes. You should consider the following risk factors and any 
risk factors in the accompanying prospectus supplement before deciding whether  
to purchase the notes.                                                          

IT MAY NOT BE POSSIBLE TO FIND    The underwriters may assist in resales of the 
AN INVESTOR TO PURCHASE YOUR    notes but they are not required to do so. A 
NOTES.                          secondary market for any notes may not      
                                develop. If a secondary market does develop,
                            it might not continue or it might not be
                                  sufficiently liquid to allow you to resell any
  of your notes.

SOME LIENS WOULD BE GIVEN         We and the bank account for the transfer of   
PRIORITY OVER YOUR NOTES WHICH  the receivables as a sale. Even so, a court 
COULD CAUSE DELAYED OR REDUCED  could conclude that we or the bank own the  
PAYMENTS.                       receivables and that the trust holds only a 
                                  security interest. Even if a court would reach
                                 that conclusion, however, steps will be taken
                                  to give the indenture trustee a first-priority
                                perfected security interest, either directly
                                or through First Bankcard Master Credit Card
Trust.      

                                  If a court were to conclude that the trust has
                      only a security interest, a tax or
                                 governmental lien or other lien imposed under
                           applicable state or federal law without
                                  consent on our property or the bank's property
                                  arising before receivables come into existence
                                may be senior to the trust's interest in the
                               receivables. Additionally, if a receiver or
                                conservator were appointed for the bank, the
                        fees and expenses of the receiver or
                                  conservator might be paid from the receivables
                                 before the trust receives any payments on the
                               receivables. In addition, the trust may not
                            have a first-priority perfected security
                               interest in collections commingled and used
                          for the benefit of the servicer if (a)
                               insolvency proceedings were commenced by or
                            against the servicer or (b) a twenty-day
                              period were to elapse after receipt by the
                          servicer of collections that have been
                                commingled with other funds. If any of these
                                  events were to occur, payments to you could be
                           delayed or reduced. See "Material Legal
                           Aspects of the Receivables--Transfer of
                        Receivables" and "Description of the
                                  Notes--Representations and Warranties" in this
prospectus. 

IF A CONSERVATOR OR RECEIVER      If the bank were to become insolvent, the FDIC
WERE APPOINTED FOR FIRST        could act as conservator or receiver for the
 NATIONAL BANK OF OMAHA, OR IF   bank. In that role, the FDIC would have broad
WE BECOME A DEBTOR IN A         powers to repudiate contracts to which the  
  BANKRUPTCY CASE, DELAYS OR      bank was party if the FDIC determined that the
  REDUCTIONS IN PAYMENT OF YOUR   contracts were burdensome and that repudiation
NOTES COULD OCCUR.              would promote the orderly                   

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                                  administration of the bank's affairs. Also, if
                                  the FDIC were acting as the bank's conservator
                                 or receiver, the FDIC might have the power to
                                  extend its repudiation and avoidance powers to
                                  us because we are a wholly-owned subsidiary of
the bank.   

                                The FDIC has adopted a rule stating that, if
                                  certain conditions are met, the FDIC shall not
                                 use its repudiation power to reclaim, recover
                       or recharacterize as property of an
                          FDIC-insured bank any financial assets
                                 transferred by that bank in connection with a
                                 securitization transaction. Although the FDIC
                            has the power to repeal or amend its own
                                  rules, the securitization rule states that any
                             repeal or amendment of that rule will not
                              apply to any transfers of financial assets
                           made before the repeal or modification.

                                We have structured the issuance of the notes
                                with the intention that the transfers of the
                                  receivables by the bank would have the benefit
                                 of this rule. If the FDIC were to assert that
                                 the rule does not apply to these transfers of
                                 receivables or that these transactions do not
                              comply with certain banking laws, however,
                              payments of principal and interest on your
                                notes could be delayed and, if the FDIC were
                                 successful, possibly reduced. Furthermore, if
                              the FDIC were successful, the FDIC could--

                                          -   require the indenture trustee or
                                          any of the other transaction
                                       parties to go through the
                                             administrative claims procedure
                                              established by the FDIC in order
                                              to obtain payments on the notes;

                                         -   obtain a stay of any actions by
                                             any of those parties to enforce
                                               the transaction documents against
                          the bank; or

                                   -   repudiate the transaction
                                              documents and limit the affected
                                              parties' claims to their "actual
                                              direct compensatory damages" (as
                                         defined in the statute that
                                              governs the FDIC's authority and
                                      actions as a receiver or
                           conservator).

                                If the FDIC were to successfully take any of
                                  these actions, the amount payable to you could
                               be lower than the outstanding principal and
                                 accrued interest on the notes, thus resulting
     in losses to you.

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                           We are a wholly-owned bankruptcy remote
                          subsidiary of the bank and our limited
                                 liability company agreement limits the nature
                             of our business. If, however, we became a
                                 debtor in a bankruptcy case, and our transfer
                                  of the receivables to the trust were construed
                                 as a grant of a security interest to secure a
                           borrowing, your payments of outstanding
                               principal and interest could be delayed and
     possibly reduced.

                               Because we are a wholly-owned subsidiary of
                                  the bank, certain banking laws and regulations
                                 may apply to us, and if we were found to have
                              violated any of these laws or regulations,
                                payments to you could be delayed or reduced.
                    In addition, if the bank entered
                             conservatorship or receivership, the FDIC
                           could seek to exercise control over the
                                 receivables or our other assets on an interim
                                  or a permanent basis. Although steps have been
                               taken to minimize this risk, the FDIC could
argue that--

                                   -   our assets (including the
                                               receivables) constitute assets of
                                    the bank available for
                                               liquidation and distribution by a
                                             conservator or receiver for the
                   bank;

                                          -   we and our assets (including the
                                    receivables) should be
                                             substantively consolidated with
                                         the bank and its assets; or

                                     -   the FDIC's control over the
                                              receivables is necessary for the
                                              bank to reorganize or to protect
                                  the public interest.

                            If these or similar arguments were made,
                                whether successfully or not, payments to you
                             could be delayed or reduced. Furthermore,
                                  regardless of any decision made by the FDIC or
                                  ruling made by a court, the fact that the bank
                               has entered conservatorship or receivership
                                 could have an adverse effect on the liquidity
           and value of the notes.

                               If a conservator or receiver were appointed
                                  for the bank, or if we were to become a debtor
                             in a bankruptcy case, an early payment of
                             principal on all outstanding series could
                                 result. Under the terms of the agreement that
                                governs the transfer of the receivables from
                              us to the trust, new principal receivables
                          would not be transferred to the trust.
                                However, the conservator or the receiver may
                              have the power, regardless of the terms of
                                that agreement, to prevent the early payment
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                           to require new principal receivables to
                                continue being transferred. In addition, the
                                conservator or receiver would have the power
                                  to prevent either the indenture trustee or the
                                 noteholders from appointing a new servicer or
                                to direct the servicer to stop servicing the
                               receivables. See "Material Legal Aspects of
                        the Receivables--Conservatorship and
                     Receivership" in this prospectus.

THE BANK MAY CHANGE THE TERMS     As owner of the accounts, the bank retains the
AND CONDITIONS OF THE          right to change various account terms,     
  ACCOUNTS IN A WAY THAT         including finance charges, other fees and the
REDUCES COLLECTIONS.           required monthly minimum payment. These    
                               changes may be voluntary on the part of the
                            bank or may be required by law or market
                                  conditions. Changes in interest and fees could
                                decrease the effective yield on the accounts
                                and this could result in an early payment of
                               principal of your notes. Changes could also
                              cause a reduction in the credit ratings on
your notes. 

ALLOCATIONS OF CHARGED-OFF        The primary risk associated with extending    
 RECEIVABLES OR UNCOVERED       credit under the credit card accounts is the
   DILUTION COULD REDUCE          risk of default or bankruptcy of the customer,
PAYMENTS TO YOU.               resulting in the customer's account balance
                               being charged-off as uncollectable. We rely
                                  principally on the customer's creditworthiness
                                  for repayment of the account. The bank may not
                                 be able to successfully identify and evaluate
                          the creditworthiness of cardholders to
                              minimize delinquencies and losses. General
                         economic factors, such as the rate of
                               inflation, unemployment levels and interest
                              rates, may result in greater delinquencies
                       that lead to greater credit losses.

                                 Unlike charged-off receivables, reductions in
                                  the receivables due to returns of merchandise,
                              unauthorized charges or disputes between a
                               cardholder and a merchant and reductions in
                               the receivables due to debt cancellation or
                                debt deferral programs of the bank which are
                                not covered by insurance or reserves, called
                                  dilution, are typically absorbed by reductions
                          in our interest in the trust, which is
                              referred to as the transferor interest, or
                                 reimbursed by us through cash deposits to the
                                  excess funding account and are not intended to
                              be allocated to investors. However, to the
                                  extent our transferor interest is insufficient
                                to cover dilution for any calendar month and
                        we then default in our obligation to
                              compensate the trust for these reductions,
                                  your series will be allocated a portion of the
                        uncovered dilution. If the amount of
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                          receivables and any uncovered dilution
                                 allocated to your series of notes exceeds the
                                amount of funds available to reimburse those
                                amounts, you may not receive the full amount
                             of principal and interest due to you. See
                               "Description of Series Provisions--Investor
                               Charge-Offs" in the accompanying prospectus
                      supplement and "Description of the
                           Notes--Defaulted Receivables; Dilution;
                             Investor Charge-Offs" in this prospectus.

CURRENT AND PROPOSED REGULATION   Various federal and state consumer protection 
  AND LEGISLATION MAY IMPEDE     laws regulate the creation and enforcement of
   COLLECTION EFFORTS OR REDUCE   consumer loans, including credit card accounts
COLLECTIONS OR RESTRICT THE    and receivables. Such laws and regulations,
 MANNER IN WHICH THE BANK MAY   among other things, limit the fees and other
   CONDUCT ITS ACTIVITIES.        charges that the bank can impose on customers,
                                 limit or prescribe certain other terms of the
                           bank's products and services or require
                               specified disclosures to consumers. General
                            banking laws, regulations and guidelines
                              specify minimum capital levels and address
                            allowances for loan and lease losses for
                              financial institutions. In some cases, the
                             precise application of these statutes and
                          regulations is not clear. In addition,
                                 numerous legislative and regulatory proposals
                             are advanced each year which, if adopted,
                               could have a material adverse effect on the
                                amount of collections available to the trust
                               or further restrict the manner in which the
                                  bank may conduct its activities, including its
                               securitizations of credit card receivables.
                                  The failure to comply with, or adverse changes
                            in, these laws or regulations or adverse
                                  changes in their interpretation, could make it
                          more difficult for the servicer of the
                          receivables to collect payments on the
                                 receivables or reduce the finance charges and
                                other fees that can be charged, resulting in
        reduced collections.

                                Receivables that do not comply with consumer
                       protection laws may not be valid or
                             enforceable under their terms against the
                                  obligors on those receivables. If a cardholder
                            sought protection under federal or state
                             bankruptcy or debtor relief laws, a court
                            could reduce or discharge completely the
                                 cardholder's obligations to repay amounts due
                                on its account and, as a result, the related
                       receivables would be written off as
                                 uncollectable. See "Material Legal Aspects of
                                 the Receivables--Consumer Protection Laws" in
    this prospectus.

LIMITED REMEDIES FOR BREACHES OF  When we transfer the receivables to the trust,
REPRESENTATIONS COULD REDUCE   we make representations and warranties     
   OR DELAY PAYMENTS.             relating to the validity and enforceability of
                     the receivables arising under the

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                               accounts designated to the trust, and as to
                                the perfection and priority of the trustee's
                                 interest in the receivables and the indenture
                        trustee's interest in the collateral
                               certificate or, after First Bankcard Master
                                  Credit Card Trust terminates, the receivables.
                          However, neither the trustee for First
                              Bankcard Master Credit Card Trust, nor the
                                owner trustee for First National Master Note
                                 Trust nor the indenture trustee will make any
                                 examination of the receivables or the related
                                  assets to determine the presence of defects or
                           compliance with the representations and
                        warranties or for any other purpose.

                                A representation or warranty relating to the
                              receivables may be violated if the related
                               obligors have defenses to payment or offset
                                rights, or our creditors or creditors of the
                               bank claim rights to the trust assets. If a
                                  representation or warranty is violated, we may
                                 have an opportunity to cure the violation. If
                                  we are unable to cure the violation within the
                                 specified time period or if there is no right
                         to cure the violation, we must accept
                               reassignment of the receivables affected by
                              the violation. These reassignments are the
                               only remedy for breaches of representations
                               and warranties, even if your damages exceed
                             your share of the reassignment price. See
                                  "Description of the Notes--Representations and
                   Warranties" in this prospectus.

PAYMENT AND ORIGINATION PATTERNS  The receivables transferred to the trust may  
OF RECEIVABLES COULD REDUCE    be paid at any time. Prepayments represent 
COLLECTIONS.                   principal reductions in excess of the      
                                contractually scheduled reductions. The rate
                            of cardholder prepayments or defaults on
                             credit card balances may be affected by a
                          variety of economic factors, including
                          interest rates and the availability of
                                alternative financing, most of which are not
                                  within our control or the control of the bank.
                               We cannot assure the creation of additional
                                 receivables in the accounts designated to the
                           trust or that any particular pattern of
                                 cardholder payments will occur. A significant
                                  decline in either monthly payment rates or the
                             amount of new receivables generated could
                               result in the occurrence of a pay out event
                                  for one or more series and the commencement of
                             the rapid amortization period for each of
                                those series. If a pay out event occurs, you
                                  could receive payment of principal sooner than
                             expected. In addition, changes in finance
                                  charges can alter the monthly payment rates of
                                  cardholders. A significant decrease in monthly
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                                slow the return or accumulation of principal
                                 during an amortization period or accumulation
                                period. See "Maturity Considerations" in the
                       accompanying prospectus supplement.

                      The credit card industry is highly
                               competitive. There is increased competitive
                            use of advertising, target marketing and
                                 pricing competition. Both traditional and new
                                  credit card issuers seek to expand or to enter
                                  the market and compete for customers. Congress
                         and the states may enact new laws and
                           amendments to existing laws to regulate
                                 further the credit card industry or to reduce
                            finance charges or other fees or charges
                          applicable to credit card accounts. In
                                addition, certain credit card issuers assess
                             periodic finance charges or other fees or
                                  charges at rates lower than the rate currently
                           being assessed on most of the accounts.

                          If cardholders choose to utilize other
                                  competing sources of credit, the rate at which
                                 new receivables are generated in the accounts
                           may be reduced and purchase and payment
                               patterns with respect to receivables may be
                                  affected. The trust will be dependent upon the
                            bank's continued ability to generate new
                         receivables. If the rate at which new
                      receivables are generated declines
                           significantly and the bank does not add
                               additional accounts to the trust, a pay out
      event could occur.

THE BANK DEPENDS ON ITS ABILITY   The bank's ability to originate and service   
  TO SELL AND SECURITIZE ITS     receivables depends upon its continued access
CREDIT CARD RECEIVABLES TO     to funding sources. The bank uses          
  FUND NEW RECEIVABLES.          securitization of its credit card receivables
                               as a significant funding vehicle for credit
                                  card receivables, although its primary funding
                             source is its retail consumer deposits. A
                           number of factors affect securitization
                              transactions, some of which are beyond the
              bank's control, including:

                                      -   conditions in the securities
                                        markets in general and the
                                         asset-backed securitization
                                   market in particular;

                                           -   interpretation and application of
                                     complex regulations and
                                           accounting rules, and changes
                      therein;

                                      -   conformity in the quality of
                                               credit card receivables to rating
                                             agency requirements and changes
                                        in those requirements; and

                                -   availability of credit
                          enhancement.

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                            These factors could adversely affect the
                           bank's ability to effect securitization
                               transactions or the benefits to the bank of
                securitization transactions.

                                  Failure to obtain acceptable credit ratings or
                                  more stringent credit enhancement requirements
                               could decrease the efficiency of or have an
                                  adverse effect on the timing of, or the bank's
                              ability to effect, future securitizations.

                                The bank intends to continue securitizations
                                 of its credit card receivables. The inability
                                to securitize credit card receivables due to
                                changes in the market, the unavailability of
                                  credit enhancements, or any other circumstance
                                 or event could have a material adverse effect
                                  on the bank's operating results and ability to
             generate new receivables.

SUBORDINATED CLASSES BEAR LOSSES                                                
 BEFORE SENIOR CLASSES.         One or more classes of notes in a series may
                                 be subordinated to one or more senior classes
                          of notes in the same series. Principal
                            allocations to the subordinated class or
                                classes may not begin until each of the more
                         senior classes has been paid in full.
                           Additionally, if collections of finance
                                charge receivables allocated to a series are
                              insufficient to cover amounts due for that
                                series' senior notes or to pay servicer fees
                              related to that series or to reimburse for
                                 that series' share of charged-off receivables
                                or uncovered dilution, the collateral amount
                               for the series might be reduced. This would
                       reduce the amount of finance charge
                                 collections available to the series in future
                               periods and could cause a possible delay or
                                reduction in principal and interest payments
              on the subordinated notes.

COMMINGLING OF COLLECTIONS.       While First National Bank of Omaha is the     
                               servicer, collections held by the bank may,
                                 subject to some conditions, be commingled and
                                used for the bank's own benefit prior to the
                                  business day before each distribution date. As
                               a result, in the event of the insolvency or
                        receivership of the bank or, in some
                            circumstances, the lapse of certain time
                                 periods as provided under the applicable UCC,
                                  the trust may not have a perfected interest in
      those collections.

                           In addition, prior to the occurrence of
                              certain adverse events with respect to the
                           servicer, the collection account may be
                          maintained with the servicer. Upon the

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                                occurrence of any such event with respect to
                                the servicer, the servicer shall deposit all
                                 collections into the collection account which
                         shall be established with a qualified
                        institution other than the servicer.

RECHARACTERIZATION OF PRINCIPAL   As described under "Description of the        
RECEIVABLES WOULD REDUCE       Notes--Discount Option," we may designate a
PRINCIPAL RECEIVABLES AND MAY  percentage of the receivables that would   
  REQUIRE THE ADDITION OF NEW    otherwise be treated as principal receivables
 RECEIVABLES.                   to be treated as finance charge receivables.
                        This designation should decrease the
                                likelihood of a pay out event occurring as a
                            result of a reduction of the average net
                                portfolio yield for a given period. However,
                         this designation will also reduce the
                              aggregate amount of principal receivables,
                                  which may increase the likelihood that we will
                                be required to add receivables to the trust.
                                  If we were unable to add receivables and could
                               not make a sufficient cash deposit into the
                                 excess funding account, one or more series of
                                 notes, including your series, could go into a
              rapid amortization period.

THE NOTE INTEREST RATE AND THE    Accounts may have finance charges assessed at 
   RECEIVABLES INTEREST RATE MAY  either a fixed rate or at a variable rate with
   RESET AT DIFFERENT TIMES, OR   a fixed rate floor. A series of notes may bear
THE INTEREST RATE TERMS OF THE interest either at a fixed rate or at a    
RECEIVABLES AND THE NOTES MAY  floating rate based on an index that may   
 OTHERWISE DIFFER, RESULTING    differ from that applicable to the accounts.
 IN REDUCED OR EARLY PAYMENTS   If the interest rate charged on the accounts
TO YOU.                        declines, collections of finance charge    
                        receivables may be reduced without a
                             corresponding reduction in the amounts of
                            interest payable on your notes and other
                                  amounts required to be paid out of collections
                                  of finance charge receivables. If the interest
                                 rate on the accounts declines or the interest
                          rate on a series increases, this could
                               decrease the spread, or difference, between
                                 collections of finance charge receivables and
                                those collections allocated to make interest
                             payments, servicing fee payments and some
                               other amounts on your notes as set forth in
                                 the related prospectus supplement. This would
                                increase the risk of early repayment of your
                                 notes, as well as the risk that there may not
                                  be sufficient collections to make all required
           payments on your notes.

WE MAY ASSIGN OUR OBLIGATIONS AS  In our capacity as transferor and the bank's  
TRANSFEROR AND THE BANK MAY    capacity as servicer, either of us may     
  ASSIGN ITS OBLIGATIONS AS      transfer our rights and obligations under the
 SERVICER.                      pooling and servicing agreement and transfer
                          and servicing agreement to one or more
                                 entities without noteholders' consent so long
                             as specific conditions are satisfied. The
                                  entity assuming the rights and obligations may
                       or may not be affiliated with us or

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                                the bank. After the assignment, either we or
                               the bank, as the case may be, would have no
                             further liability or obligation under the
                               pooling and servicing agreement or transfer
                             and servicing agreement, other than those
                                 liabilities that arose prior to the transfer.

SOME JURISDICTIONS MAY HOLD                                                     
OVER-LIMIT FEES TO BE                                                     
UNENFORCEABLE AGAINST                                                     
OBLIGORS,                                                                 
WHICH COULD CAUSE DELAYED OR                                              
REDUCED PAYMENTS ON YOUR                                                  
   NOTES.                         In July, 2002, the Sixth Circuit held that not
                                 disclosing over-limit fees as finance charges
                                  on an obligor's monthly statement violated the
                              Truth in Lending Act ("TILA"), despite the
                               defendant's reliance on the Federal Reserve
                                Board's Regulation Z, which expressly states
                                that over-limit fees are not finance charges
                           under TILA (Pfennig v. Household Credit
                                  Servs., Inc., 295 F.3d 522 (6(th) Cir. 2002)).
                          However, the bank believes that it can
                               distinguish its practices from those of the
                            defendant in Pfennig, since the bank has
                               strict over-limit fee policies and does not
                              allow obligors to routinely and repeatedly
                              exceed their limits, as was allowed by the
                                 defendant in Pfennig. However, if a court did
                         hold over-limit fees to be improperly
                                disclosed finance charges, these amounts may
                                 not be available as collections to be applied
                              for payments on your notes. For additional
                       discussion about our and the bank's
                              obligations under these circumstances, see
                  "Material Legal Aspects of the
                             Receivables -- Consumer Protection Laws."

  This prospectus uses defined terms. You can find a glossary of these
terms under the caption "Glossary of Terms for Prospectus" beginning on page 84 
in this prospectus.                                                             

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IMPORTANT PARTIES 

THE ISSUER                                                                      

    The issuer of your notes will be First National Master Note Trust. The
issuer will be a statutory trust created under the laws of the State of         
Delaware. It will be operated under a trust agreement, dated as of October 2002,
between us and Wilmington Trust Company, as owner trustee.                      

The activities of the issuer are limited to:                      

   - acquiring, owning and managing the trust assets and the proceeds of
those assets;                                                 

- issuing and making payments on the notes; and                   

- engaging in related activities.                                 

   The issuer's principal offices are in Wilmington, Delaware in care of
Wilmington Trust Company, as owner trustee, at the following address: Rodney    
Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:  
Corporate Trust Administration.                                                 

 We will pay the fees of the owner trustee and will reimburse it for
various liabilities and expenses.                                               

FIRST NATIONAL FUNDING LLC                                                      

    We--First National Funding LLC--are a limited liability company formed
under the laws of the State of Nebraska on April 16, 2002, and have two members:
First National Bank of Omaha and First National Funding Corporation. We were    
organized for the limited purpose of purchasing, holding, owning and            
transferring receivables and related activities.                                

FIRST BANKCARD MASTER CREDIT CARD TRUST                                         

     The notes are secured by a beneficial interest in a pool of receivables
that arise under VISA and MasterCard credit card accounts owned by the bank and 
designated by the bank as trust accounts. The receivables are currently held by 
First Bankcard Master Credit Card Trust, which was formed under the laws of the 
State of Nebraska. First Bankcard Master Credit Card Trust is operated under a  
pooling and servicing agreement amended and restated in October 2002, among us, 
as transferor, the bank, as servicer, and The Bank of New York, as trustee. The 
Bank of New York was appointed as trustee in April, 2002 and replaced Bank One, 
National Association.                                                           

First Bankcard Master Credit Card Trust has issued a collateral   
certificate to us that represents a beneficial interest in the receivables. We  
have transferred this collateral certificate to the issuer under a transfer and 
servicing agreement between us, as transferor, the bank, as servicer, and the   
issuer. The other outstanding series of investor certificates issued by First   
Bankcard Master Credit Card Trust and the notes are referred to in this         
prospectus, collectively, as the securities, and the holders of those securities
are referred to as the securityholders. After all the outstanding series of     
investor certificates issued by First Bankcard Master Credit Card Trust are     
retired, we may cause First Bankcard Master Credit Card Trust to terminate, at  
which time the receivables will be transferred to the issuer under the transfer 
and servicing agreement and held directly by the issuer. Concurrently therewith,
the bank will designate the underlying accounts to us and we will designate them
to the issuer.                                                                  

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FIRST NATIONAL OF NEBRASKA, INC. AND FIRST NATIONAL BANK OF OMAHA               

    First National of Nebraska, Inc. is an interstate bank holding company
headquartered in Omaha, Nebraska with total managed assets of over $11 billion  
at December 31, 2001. On July 11, 2002 First National of Nebraska, Inc. filed a 
Form 15 with the SEC to deregister its common stock and become a private        
company. It suspended filing reports under Section 13(a) of the Securities      
Exchange Act of 1934 on that date. The registration of its common stock will    
terminate on October 9, 2002 or sooner as determined by the SEC, unless the SEC 
denies the termination of registration. Organized in 1968, its principal        
subsidiaries include:                                                           

- First National Bank of Omaha and its subsidiaries;              

- First National Bank and Trust Company of Columbus;              

      - First National Bank (doing business as First National Bank of Alliance
     - Chadron - Gering - North Platte - Scottsbluff and, in Chadron, as
First National Bank North Platte);                            

- Platte Valley State Bank & Trust Company;                       

- The Fremont National Bank and Trust Company;                    

- First National of Illinois, Inc.;                               

- First National Bank of Kansas;                                  

- First National Bank South Dakota;                               

   - First National of Colorado, Inc. and its wholly owned subsidiaries,
    including First National Bank, Ft. Collins, First National Bank of
Colorado, and Union Colony Bank; and                          

- InfiCorp Holdings, Inc.                                         

   The bank subsidiaries offer banking and trust services to the retail,
commercial and agricultural areas which they serve. First National of Nebraska, 
Inc. has nonbanking subsidiaries, which in the aggregate are not material.      

   First National Bank of Omaha is a nationally chartered, OCC regulated
bank headquartered in Omaha, Nebraska. It was chartered in 1863 and is the      
oldest national bank west of the Mississippi River.                             

      First National of Nebraska, Inc., including First National Bank of Omaha
and other subsidiaries, has 49 years of experience providing credit card        
services and was one of the originators of the bank credit card industry. In    
2001, First National of Nebraska, Inc., was ranked the eighth largest bank      
issuer of credit cards and the fifteenth largest overall issuer based on the    
amount of managed credit card loans outstanding. In addition to servicing       
accounts owned by it, First National Bank of Omaha performs credit card         
servicing activities on behalf of other banks owned by First National of        
Nebraska, Inc., including data processing, payment processing, statement        
rendering, marketing, customer service, credit administration and card          
embossing.                                                                      

First National of Nebraska, Inc. continues to make substantial    
investments in data processing technology for its own data processing needs and 
to provide various data processing                                              

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services for unaffiliated parties. The services provided include automated      
clearinghouse transactions, merchant credit card processing and check           
processing. In 2001, First National of Nebraska, Inc. was ranked the eleventh   
largest merchant credit card processor in the United States with over $26.6     
billion in sales volume in 2001 and $24.4 billion in sales volume in 2000. It   
was also ranked among the top twenty largest automated clearinghouse processors 
in the country.                                                                 

The bank acts as administrator for the note trust.                

THE BANK'S CREDIT CARD ACTIVITIES 

       The receivables that have been and will be conveyed to the trust pursuant
to the pooling and servicing agreement have been and will be generated under the
VISA and MasterCard International programs and were originated by the bank or an
affiliate or acquired by the bank or an affiliate. On December 31, 1995, some of
the First National Bank of Omaha's credit card accounts were consolidated at    
First National Bank South Dakota, the bank's affiliate, to take advantage of    
compounding interest, effectively raising its portfolio yield. For this reason, 
as of January 1, 1996, all of the bank's credit card accounts were owned by this
affiliate. Following changes in Nebraska law, all nondelinquent credit card     
accounts were reconveyed to, and consolidated at, First National Bank of Omaha  
effective October 1, 2000. Delinquent credit card accounts were either charged  
off and closed or reconveyed to First National Bank of Omaha after the          
delinquency was cured. First National Bank of Omaha services the accounts at its
facilities located in Omaha, Bloomfield, Kearney and Wayne, Nebraska, as well as
Yankton, South Dakota.                                                          

In July 1995, accounts with an aggregate receivables balance of   
approximately $450 million were designated for inclusion in the trust. In order 
to support the issuance of subsequent series, additional accounts were added to 
the trust between 1997 and now.                                                 

       The bank issued its first credit card in 1953, and has nearly 50 years of
operating history. Throughout this time period, management has been focused on  
developing the credit card business. The bank has been among the first to       
introduce new concepts within the credit card industry, such as exporting       
interest rates across state borders in the early 1970s and converting the       
managed portfolio to variable rate pricing in 1983.                             

      Under agent bank agreements, a card is issued to a customer of the agent
bank with the name of the agent bank prominently displayed on the front of the  
card, but the cardholder agreement is with the bank. For the entire portfolio of
accounts managed by the bank, agent bank accounts have grown from approximately 
1% at the end of 1996 to approximately 22% at the end of 2001, measured by total
managed receivables. As of July 31, 2002, approximately 15% of the total        
receivables in the trust portfolio arose under agent bank accounts. In some     
cases, when an agent bank relationship is established, the bank may purchase    
existing accounts from the agent bank. The bank conducts a due diligence review 
of purchased accounts to confirm that the accounts were acquired under          
origination policies which do not differ significantly from those used by the   
bank. As of July 31, 2002, one agent bank's accounts constituted approximately  
6% of the trust portfolio, measured by total receivables.                       

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    The trust portfolio also includes affinity cards and co-branded cards,
which constituted less than 1% of the total receivables in the trust portfolio  
as of July 31, 2002. All affinity cards and co-branded cards were originated by 
the bank.                                                                       

ACQUISITION                                                                     

      While the bank markets in 48 states, accounts remain concentrated in the
Midwest, where the bank has experienced lower chargeoff and delinquency rates.  
The bank focuses on prime-quality customers and targets customers who tend to   
revolve their debt. As a result, based on self-reported information from the    
largest issuers, management estimates that the portion of the trust portfolio   
represented by customers who revolve their credit card balances is approximately
5% higher than the industry average. No assurances can be given that this       
tendency will continue.                                                         

The bank obtains compiled lists from various sources to review for
potential credit card customers. The bank then contacts targeted customers      
either by telemarketing or direct mail. Other application sources include       
magazine and catalog inserts, and "take-one" application invitations at the     
branches of the bank, its affiliates and agent banks.                           

 The bank offers a variety of credit card products to its customers,
including standard cards, gold and platinum cards, lifestyle cards, affinity    
cards, and a limited number of co-branded offers.                               

   Historically, the bank has relied more heavily on invitation-to-apply
solicitations than pre-approved offers. The bank targeted pre-approved          
solicitations to only more creditworthy prospects, while it solicited a broader 
class of prospective customers with invitation-to-apply applications. The bank  
believes that this strategy helped it to maintain stronger credit quality by    
reducing adverse cardholder selection. With the development of more accurate    
scoring and predictive behavior models, the bank has shifted its strategy to    
focus its efforts on pre-approved marketing campaigns that are more competitive 
in today's marketplace. The majority of the marketing efforts are implemented   
in-house, although the bank makes limited use of third-party providers for some 
direct mail and telemarketing services.                                         

UNDERWRITING                                                                    

       Most applications are compatible for scanning into an imaging system that
uses intelligent character recognition, known as ICR. Non-ICR applications,     
limited in number, must be keyed directly from the application. Telemarketing   
applications are fed electronically. Applications are processed through an      
automated credit application processing system licensed from a third party.     

   Custom scorecards and a third-party credit bureau risk score are both
used to determine the creditworthiness of non-pre-approved applicants. The      
custom scorecards were statistically developed and are empirically derived based
on the bank's portfolio history. The bank benefits from a long history in the   
credit card business and is currently using fourth generation scorecards. The   
scorecards are validated internally on a quarterly basis. The most recent       
scorecards were implemented during the fourth quarter of 2000. These scorecards 
were developed and limited to the use of information provided by credit bureaus.
Information provided by applicants is no longer used. Credit bureau reports are 
requested from one or                                                           

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more of the three credit bureau agencies for all non-pre-approved applicants. A 
custom score is system-generated from each applicant's respective credit bureau 
report.                                                                         

    Non-pre-approved applications are automatically declined if the custom
score and the credit bureau report risk score are both unacceptable. All other  
non-pre-approved applications are queued for a manual judgmental review, which  
includes some recommended auto-approvals, based on credit scores and other      
minimum credit standards. A credit analyst reviews each of these applications to
evaluate the credit quality of the applicants. Also, necessary background checks
are performed as needed; this includes address verification, employment         
verification, and verification of bank references. Minimum standards must be met
before credit will be granted. These standards include, but are not limited to, 
a minimum annual income level, a maximum debt-to-income percentage, employment, 
established credit, no confirmed bankruptcies or recent delinquencies, and a    
maximum number of active credit cards and credit inquiries. If any of these     
standards are not met, the application will be declined but the applicant may be
invited to apply for an account with lower standards.                           

  The third-party credit bureau risk score, a credit bureau bankruptcy
score, and other credit characteristics, similar to the non-pre-approved minimum
standards, are used to pre-qualify individuals for pre-approved offers. Back-end
credit bureau reports are requested for all pre-qualified responders.           
Pre-approved applications are automatically declined if the bankcard adjusted   
credit bureau risk score is unacceptable. All other pre-approved applications   
are queued for a manual judgmental review, which includes some recommended      
auto-approvals, based on pre-qualified offer conditions. A credit analyst       
reviews each of these applications and compares the offer conditions to the     
responder's current credit profile. The analyst will also perform necessary     
verification checks. Subject to applicable laws and regulations, including the  
Fair Credit Reporting Act, the bank may choose to decline pre-qualified         
responders if the credit review process reveals the offer conditions are no     
longer satisfied. Bank management believes the risk associated with pre-approved
solicitations is mitigated due to the back-end review process.                  

      The credit analysts have the authority to override the minimum standards
for both pre-approved and non-pre-approved applications. Documentation is       
required for all overrides.                                                     

       All credit limits, pre-approved and non-pre-approved, are system-assigned
using an internal matrix based on the bankcard adjusted credit bureau risk score
and the applicant's total income. The maximum system-generated limit is $25,000.
The credit analyst may override the system assigned limit, up to their lending  
authority with some product restrictions. A credit analyst may approve up to    
$15,000. A senior credit analyst may approve up to $20,000. Credit acquisition  
managers may approve up to $25,000. Senior bankcard risk managers approve all   
limits greater than $25,000 with required supporting documentation such as      
financial statements, tax returns, paycheck stubs, and bank references. Three   
senior bankcard risk managers' signatures are required, along with supporting   
documentation, for lines of $50,000 and higher.                                 

     The bank employs customary industry techniques for fraud prevention and
detection which begins once an application is received. Each application passes 
through two "negative" files; the internal fraud database and an external card  
association database. A team of credit analysts reviews all                     
suspicious/fraudulent applications. Other bank employees review suspicious      
account activity, suspicious payments, and alert reports for fraudulent activity
or                                                                              

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indications of credit risk. Further, the bank maintains a group of fraud        
investigators to pursue fraud suspects in coordination with local and federal   
law enforcement. Fraud prevention and detection personnel use a variety of      
available verification tools to assist in their efforts.                        

BILLING AND PAYMENTS                                                            

The bank offers both fixed and floating rate credit cards to its  
customers, with more emphasis on the floating rate products. Substantially all  
floating rate cards are indexed to the one-month London Interbank Offered Rate, 
which is referred to as LIBOR; the interest rates on these cards are reset      
monthly. The interest rates on the floating rate cards are not reset lower than 
a specified minimum rate. As of July 31, 2002, the interest rate on             
substantially all of the floating rate credit cards are at the specified minimum
percentage. The bank has numerous pricing points for both its fixed-rate and    
floating rate accounts. Most new accounts are established with a temporary low  
introductory rate which resets to a higher standard floating rate at the end of 
the introductory period. The introductory period may be three, six or twelve    
months; however, the introductory period for most accounts is six months. In    
general, accounts have a higher floating rate for cash advances and are subject 
to even higher-rate penalty pricing for violating terms of the cardholder       
agreement. All fixed rate accounts provide the bank with the option of switching
to a variable rate upon proper disclosure.                                      

      A billing statement is sent to each cardholder at the end of any billing
cycle during which the account had a balance or any other activity. A minimum   
monthly payment, generally the lesser of (1) $10 plus billed finance charges and
fees, and (2) the greater of 2.0% of the outstanding balance or $10, is billed  
in each such month. The bank, as servicer, receives payments at a lockbox in    
Omaha, Nebraska and processes payments.                                         

       The bank may assess a late fee if it does not receive the minimum payment
by the next billing date. The bank may also assess a returned check fee for     
checks that are returned by the drawee bank, unsigned or otherwise irregular. An
overlimit fee for any purchase or cash advance that causes the credit limit to  
be exceeded may also be assessed. These fees, generally $29 to $35, in addition 
to administrative fees for some services requested by the cardholder, are added 
to the account balance and treated as a purchase.                               

      A monthly periodic finance charge is generally not assessed on purchases
if all balances shown on the billing statement are paid by the payment due date.
Otherwise, finance charges accrue on new purchases from the date they are posted
to the account. Finance charges accrue on cash advances from the date of        
transaction.                                                                    

DELINQUENCY, CHARGE-OFFS AND RECOVERIES                                         

      An account is contractually delinquent if the minimum monthly payment is
not received by the payment due date. A scoring strategy based on, among other  
things, behavior scores is employed to prioritize the past due accounts for     
collection activity. The bank uses collection system software originally        
purchased from a third party vendor in 1990. This software has been upgraded and
maintained with in-house technology staff. The collection system documents the  
efforts of each collector and has real-time reporting capabilities providing    
timely statistics at the collector, group, class and system levels.             

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   Accounts that are delinquent are handled by collection departments in
Wayne, Nebraska and Yankton, South Dakota. Accounts from five to twenty-nine    
days past due are handled by a predictive dialer to support and enhance         
collection performance. The predictive dialer allows for high-speed dialing and 
a significantly improved contact per collector hour rate. The dialer has been   
upgraded since its original installation in 1988 and presently supports in      
excess of sixty stations and over 450,000 dial attempts each month. Accounts    
that are more than 30 days past due are processed by both the Yankton and Wayne 
facilities. The Yankton facility is capable of staffing up to 250 collectors,   
while the Wayne facility is capable of handling up to 150 collectors. As of July
31, 2002, there were 198 collectors at the Yankton facility and 105 collectors  
at the Wayne facility. New collectors receive over 80 hours of training, while  
experienced collectors receive 40 hours of additional training each year. The   
average tenure for a full time collector is over seven years.                   

      Delinquent accounts are assigned to queues within the collection system.
Typically the accounts are grouped together by the stage of delinquency,        
although some accounts are segregated for other reasons. These reasons may      
include consumer credit counseling services, debt management repayment plans,   
specific letter programs or legal and regulatory requirements. Each queue varies
in size with the number of accounts on the class assignment. Accounts are       
classified by the system at billing. However, the accounts are reviewed by the  
collection system each night and may be reclassified if a new condition exists, 
typically payments, that will change the delinquency classification.            

       All delinquent accounts stay in the collection system until they are paid
current or charged-off. The bank uses a system of automated charge-offs that    
removes and reclassifies accounts based on the status of the account. Accounts  
are automatically charged-off the night of the beginning of the seventh past due
billing cycle, which is when the accounts are 180 days past due. Accounts coded 
as bankrupt are charged-off 60 days after bankruptcy confirmation. Accounts of  
deceased cardholders are charged-off automatically 15 days after determination  
that there are no proceeds from an estate. Fraud accounts are automatically     
charged-off 90 days from the date of the last financial activity. Settlement    
accounts are charged-off by the system upon receipt of the agreed amount. In all
cases aging takes precedence and should an account reach the seventh delinquent 
billing cycle, the account will be charged-off automatically.                   

The bank's re-aging policy allows for an account to be returned to
current status if three consecutive minimum payments are received on a          
delinquent account over the course of three months. Re-ages on accounts more    
than 90 days delinquent are reviewed and approved by a collector. Accounts are  
only eligible for re-aging once in a calendar year, no more than twice in a     
five-year period and no more than three times ever. All collection account      
re-ages are reviewed and approved by a collector in accordance with regulatory  
guidelines.                                                                     

     Post charge-off accounts are handled by the recovery department located
in Omaha, Nebraska. The recovery department is responsible for claims on the    
accounts of deceased cardholders and bankrupt accounts, post charge-off         
settlement arrangements, collection agency selection and placement, and attorney
selection and placement. Additionally, this department handles all objections to
bankruptcy cases and represents the bank in litigation for the recovery of the  
credit card accounts. An automated system is used to select and track the       
placement and performance of accounts that are assigned to collection agencies. 
Current recovery strategies allow for placement through a series of agencies    
which may include an                                                            

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affiliate of the servicer. Timing of placements varies through the process and  
the contingency fee rises as the accounts cycle through the process.            

ACCOUNT SERVICING                                                               

     The bank's strategy is to provide quality products and quality customer
service. The bank supports this focus with credit card customer service centers 
in Omaha and Kearney, Nebraska. The bank utilizes technology to enhance customer
service, rather than to lower operating expenses. Based on industry             
self-reporting, management of the bank believes its voluntary attrition rate to 
be less than the industry average.                                              

   The bank utilizes a predictive behavior scoring system developed by a
third party for account risk assessment and scoring. In addition to updating    
credit bureau scores quarterly, this system produces a monthly behavior score   
under one of six scorecards using information on cardholder performance. These  
scores are used to dictate collection activity in a variety of customer         
retention and activation programs, including determining credit limit increase  
or decrease actions, and assisting in account pricing and reissue decisions.    
Credit limits on existing accounts are automatically reviewed each month for    
adjustment upward or downward, although credit limits are increased no more than
once every six months.                                                          

PROCESSING                                                                      

     With respect to the accounts, all processing functions are performed by
the bank. These processing functions have been performed internally since the   
inception of the bank's credit card business. The bank believes internal        
processing provides many advantages over the bank's competition, including      
offering new products and services more quickly, rapid creation and             
implementation of new management reports and the efficient integration of new   
technology.                                                                     

    The bank's disaster recovery plan includes a long-term contract with a
third party. The contract provides for a remote hot site and the disaster       
recovery plan and the hot site is tested once each year. If communication       
problems occur, phone and data communication lines can be rerouted to the bank's
various sites. The rerouting plan is also tested twice each year.               

THE TRUST PORTFOLIO 

     We refer to the accounts that have been designated as trust accounts as
the trust portfolio. References to the trustee in this prospectus will refer to 
(a) The Bank of New York, as trustee of First Bankcard Master Credit Card Trust 
under the pooling and servicing agreement for so long as First Bankcard Master  
Credit Card Trust holds the receivables, or (b) The Bank of New York, as        
indenture trustee, if the issuer holds the receivables.                         

      In addition to the receivables in the trust portfolio, the notes will be
secured by:                                                                     

   - all proceeds of these receivables and related payments under credit
    insurance policies and similar debt cancellation and debt deferral
 programs provided directly or indirectly by the bank and/or its
affiliates, and other related recoveries, net of expenses of  
collection;                                                   

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     - all monies on deposit in specified trust accounts or investments made
     with these monies, including any earned investment proceeds, if the
prospectus supplement for your series of notes so indicates;  

- our rights under the receivables purchase agreement;            

- the right to receive related interchange; and                   

   - proceeds of any related credit enhancement or derivative contracts,
  consisting of interest rate swaps, currency swaps, credit swaps,
       interest rate caps, interest rate floors or bankruptcy options, which
   are instruments under which a counterparty assumes the risk of an
        increase in bankruptcies in exchange for payment, each as described in
the prospectus supplement for your series of notes.           

Receivables in the trust consist of:                              

 - principal receivables, which are amounts charged by trust account
cardholders for goods, services and cash advances; and        

       - finance charge receivables, which include interchange, periodic finance
     charges and other amounts charged to trust accounts, including cash
      advance fees, annual cardholder fees, over-limit fees, late fees and
returned check fees.                                          

 The receivables arise in the bank's VISA and MasterCard credit card
accounts. In addition, we have the right, and in some cases the obligation, to  
designate from time to time additional Eligible Accounts to the trust portfolio 
and to convey to the trust all receivables in those additional accounts, whether
those receivables are then existing or thereafter created. The accounts and the 
related receivables may be originated by the bank or, with rating agency        
approval, acquired by the bank from others. The designation of new accounts and 
sale of related receivables to the trust will be limited by the conditions      
described in "Description of the Notes--Addition of Trust Assets" in this       
prospectus.                                                                     

       Some, but not all, designations of new accounts require confirmation from
each of the rating agencies that the addition will not impair its rating of any 
outstanding securities. Our right to automatically add additional Eligible      
Accounts to the trust as they arise is subject to the quantitative limitations  
described in "Description of the Notes--Addition of Trust Assets" in this       
prospectus.                                                                     

     The accounts must be Eligible Accounts as of the date we designate them
as additional accounts. Once these accounts are designated, only the receivables
arising under these accounts, and not the accounts themselves, are sold. In     
addition, as of the date on which any new receivables are created, we will      
represent and warrant to the trust that the receivables conveyed to the trust on
that day are Eligible Receivables. However, we cannot guarantee that all the    
accounts will continue to meet the applicable eligibility requirements          
throughout the life of the trust.                                               

Under some circumstances, with rating agency approval, we may also
designate that some accounts will no longer be trust accounts, and the          
receivables originated under these accounts will be removed from the trust.     
Throughout the term of the trust, the trust portfolio will consist of           
receivables originated in the initial accounts plus receivables originated in   
any additional accounts and minus receivables originated in any removed         
accounts.                                                                       

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      We cannot assure you that additional accounts will be of the same credit
quality as the initial accounts. Moreover, additional accounts may contain      
receivables which consist of fees, charges and amounts which are different from 
the fees, charges and amounts described in this prospectus. Additional accounts 
may also have different credit guidelines, balances and ages. Consequently, we  
cannot assure you that the accounts will continue to have the characteristics   
described in this prospectus as additional accounts are added. In addition, if  
we designate additional accounts with lower periodic finance charges, that may  
have the effect of reducing the portfolio yield.                                

     The prospectus supplement relating to each series of notes will provide
the following information about the trust portfolio of VISA and MasterCard      
accounts, as of the date specified:                                             

- the amount of principal receivables;                            

- the amount of finance charge receivables;                       

- the range of balances of the accounts;                          

- the range and average of credit limits of the accounts;         

- the range and average of ages of the accounts;                  

- the geographic distribution of the accounts; and                

- delinquency statistics relating to the accounts.                

USE OF PROCEEDS 

    We will receive the net proceeds from the sale of each series of notes
offered by this prospectus and will use those proceeds (a) to retire existing   
series of investor certificates, and (b) for general corporate purposes.        

DESCRIPTION OF THE NOTES

The issuer will issue one or more series of notes under a master  
indenture and an indenture supplement entered into by the issuer and the        
indenture trustee. The following summaries describe all material provisions     
common to each series of notes. The accompanying prospectus supplement gives you
all of the additional material terms specific to the notes of your series. The  
summaries are qualified by all of the provisions of the transfer and servicing  
agreement, the indenture and the related indenture supplement and the pooling   
and servicing agreement and the related collateral series supplement. We have   
filed forms of each of the pooling and servicing agreement, the related         
collateral series supplement for First Bankcard Master Credit Card Trust, the   
transfer and servicing agreement, the indenture and an indenture supplement with
the SEC as exhibits to the registration statement relating to the notes.        

      The notes will be secured by and paid from the assets of the issuer. The
amount of collateral allocated for any series of notes, called its collateral   
amount, will be specified in the related prospectus supplement. Each series of  
notes will be allocated collections of principal receivables and finance charge 
receivables based on its allocation percentage, which will be                   

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based on the collateral amount for that series and will be calculated as        
described in the related prospectus supplement.                                 

     Each series of notes may consist of one or more classes, one or more of
which may be senior notes and one or more of which may be subordinated notes.   
Each class of a series will evidence the right to receive a specified portion of
each distribution of principal or interest or both. Each class of a series may  
differ from other classes in some aspects, including:                           

- amounts allocated to principal payments and interest payments;  

- maturity date;                                                  

- interest rate; and                                              

- availability and amount of enhancement.                         

      We or our assigns will have the right to receive all cash flows from the
assets of the trust not required to make payments on the securities, payments of
servicing fees or payments to provide credit enhancement for any series of      
securities.                                                                     

     During the revolving period, the amount of collateral for a series will
remain constant unless reduced on account of:                                   

- defaulted receivables or uncovered dilution or;                 

- reallocation of principal collections to cover shortfalls in the
        payment of interest, servicing fees if the bank is not the servicer or
     other specified amounts to be paid from finance charge collections.

See "--Defaulted Receivables; Dilution; Investor Charge-Offs" in this           
prospectus. The amount of principal receivables in the trust, however, will vary
each day as new principal receivables are created and others are paid. Our      
interest in the trust, called the transferor interest, will fluctuate each day  
to reflect the changes in the amount of the principal receivables in the trust  
and certain amounts available in the excess funding account. When a series is   
amortizing, the collateral amount of that series will decline as customer       
payments of principal receivables are collected and distributed, or accumulated 
for distribution, to the noteholders. As a result, the transferor interest will 
generally increase to reflect reductions in the collateral amount for that      
series and will also change to reflect the variations in the amount of principal
receivables in the trust and the amount available in the excess funding account.
The transferor interest may also be reduced as the result of new issuances by   
the issuer, see "--New Issuances of Notes" in this prospectus, or increases in  
variable funding certificates issued by the issuer or First Bankcard Master     
Credit Card Trust.                                                              

 Generally, notes offered under this prospectus and the accompanying
prospectus supplement:                                                          

     - will be represented by notes registered in the name of a DTC nominee;

     - will be available for purchase in minimum denominations of $1,000 and
multiples of $1,000 in excess of that amount; and             

- will be available for purchase in book-entry form only.         

    The accompanying prospectus supplement will specify if your notes have
different characteristics from those listed above.                              

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       DTC has informed us that its nominee will be Cede & Co. Accordingly, Cede
& Co. is expected to be the holder of record of each series of notes. As an     
owner of beneficial interests in the notes, you will generally not be entitled  
to a definitive note representing your interest in the issued notes because you 
will own notes through a book-entry record maintained by DTC. References in this
prospectus and the accompanying prospectus supplement to distributions, reports,
notices and statements to noteholders refer to DTC or Cede & Co., as registered 
holder of the notes, for distribution to you in accordance with DTC procedures. 
All references in this prospectus and the accompanying prospectus supplement to 
actions by noteholders shall refer to actions taken by DTC upon instructions    
from DTC participants.                                                          

       The accompanying prospectus supplement may state that an application will
be submitted to list your series or class of notes on the Luxembourg Stock      
Exchange or another exchange.                                                   

BOOK-ENTRY REGISTRATION                                                         

      This section describes the form your notes will take, how your notes may
be transferred and how payments will be made to you.                            

 The information in this section concerning DTC and DTC's book-entry
system has been provided by DTC. We have not independently verified the accuracy
of this information.                                                            

       You may hold your notes through DTC in the U.S., Clearstream or Euroclear
in Europe or in any other manner described in the accompanying prospectus       
supplement. You may hold your notes directly with one of these systems if you   
are a participant in the system, or indirectly through organizations which are  
participants.                                                                   

     Cede & Co., as nominee for DTC, will hold the global notes. Clearstream
and Euroclear will hold omnibus positions on behalf of the Clearstream customers
and the Euroclear participants, respectively, through customers' securities     
accounts in Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold those positions in customers' securities  
accounts in the depositaries' names on the books of DTC.                        

    DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing          
corporation" within the meaning of the New York Uniform Commercial Code, and a  
"clearing agency" registered under the provisions of Section 17A of the         
Securities Exchange Act of 1934. DTC was created to hold securities for its     
participants and facilitate the clearance and settlement of securities          
transactions between participants through electronic book-entry changes in      
accounts of participants, thereby eliminating the need for physical movement of 
certificates. Participants include securities brokers and dealers, banks, trust 
companies and clearing corporations and may include other organizations.        
Participants also may include the underwriters of any series. Indirect access to
the DTC system also is available to others, including banks, brokers, dealers   
and trust companies, as indirect participants, that clear through or maintain a 
custodial relationship with a participant, either directly or indirectly.       

  Transfers between DTC participants will occur in accordance with DTC
rules. Transfers between Clearstream customers and Euroclear participants will  
occur in accordance with their applicable rules and operating procedures.       

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   Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream    
customers or Euroclear participants, on the other, will be effected through DTC 
in accordance with DTC rules on behalf of the relevant European international   
clearing system by its depositary; however, those cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in that system in accordance with its rules and      
procedures and within its established deadlines, which will be based on European
time. The relevant European international clearing system will, if the          
transaction meets its settlement requirements, deliver instructions to its      
depositary to take action to effect final settlement on its behalf by delivering
or receiving securities in DTC, and making or receiving payment in accordance   
with normal procedures for same-day funds settlement applicable to DTC.         
Clearstream customers and Euroclear participants may not deliver instructions   
directly to Clearstream's and Euroclear's depositaries.                         

       Because of time-zone differences, credits of securities in Clearstream or
Euroclear as a result of a transaction with a participant will be made during   
the subsequent securities settlement processing day, dated the business day     
following the DTC settlement date, and those credits or any transactions in     
those securities settled during that processing day will be reported to the     
relevant Clearstream customer or Euroclear participant on that business day.    
Cash received in Clearstream or Euroclear as a result of sales of securities by 
or through a Clearstream customer or a Euroclear participant to a DTC           
participant will be received with value on the DTC settlement date but will be  
available in the relevant Clearstream or Euroclear cash account only as of the  
business day following settlement in DTC.                                       

       Note owners that are not participants or indirect participants but desire
to purchase, sell or otherwise transfer ownership of, or other interest in,     
notes may do so only through participants and indirect participants. In         
addition, note owners will receive all distributions of principal of and        
interest on the notes made by the indenture trustee through the participants who
in turn will receive them from DTC. Under a book-entry format, note owners may  
experience some delay in their receipt of payments, since payments will be      
forwarded by the indenture trustee to Cede & Co., as nominee for DTC. DTC will  
forward those payments to its participants, which thereafter will forward them  
to indirect participants or note owners. It is anticipated that the only        
"noteholder" will be Cede & Co., as nominee of DTC. Note owners will not be     
recognized by the indenture trustee as noteholders, as that term is used in the 
indenture, and note owners will only be permitted to exercise the rights of     
noteholders indirectly through the participants who in turn will exercise the   
rights of noteholders through DTC.                                              

    Under the rules, regulations and procedures creating and affecting DTC
and its operations, DTC is required to make book-entry transfers among          
participants on whose behalf it acts with respect to the notes and is required  
to receive and transmit distributions of principal and interest on the notes.   
Participants and indirect participants with which note owners have accounts with
respect to the notes similarly are required to make book-entry transfers and    
receive and transmit those payments on behalf of their respective note owners.  
Accordingly, although note owners will not possess notes, note owners will      
receive payments and will be able to transfer their interests.                  

    Because DTC can only act on behalf of participants, who in turn act on
behalf of indirect participants and certain banks, the ability of a note owner  
to pledge notes to persons                                                      

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or entities that do not participate in the DTC system, or otherwise take actions
in respect of those notes, may be limited due to the lack of a physical         
certificate for those notes.                                                    

      DTC has advised us that it will take any action permitted to be taken by
a noteholder under the indenture only at the direction of one or more           
participants to whose account with DTC the notes are credited. Additionally, DTC
has advised us that it will take those actions with respect to specified        
percentages of the collateral amount only at the direction of and on behalf of  
participants whose holdings include interests that satisfy those specified      
percentages. DTC may take conflicting actions with respect to other interests to
the extent that those actions are taken on behalf of participants whose holdings
include those interests.                                                        

   Clearstream is incorporated under the laws of Luxembourg. Clearstream
holds securities for its customers and facilitates the clearance and settlement 
of securities transactions between Clearstream customers through electronic     
book-entry changes in accounts of Clearstream customers, thereby eliminating the
need for physical movement of notes. Transactions may be settled in Clearstream 
in any of 36 currencies, including United States dollars. Clearstream provides  
to its Clearstream customers, among other things, services for safekeeping,     
administration, clearance and settlement of internationally traded securities   
and securities lending and borrowing. Clearstream also deals with domestic      
securities markets in over 30 countries through established depository and      
custodial relationships. Clearstream is registered as a bank in Luxembourg, and 
therefore is subject to regulation by the Commission de Surveillance du Secteur 
Financier, which supervises Luxembourg banks. Clearstream's customers are       
world-wide financial institutions, including underwriters, securities brokers   
and dealers, banks, trust companies and clearing corporations, among others, and
may include the underwriters of any series of notes. Clearstream's U.S.         
customers are limited to securities brokers and dealers and banks. Currently,   
Clearstream has approximately 2,000 customers located in over 80 countries,     
including all major European countries, Canada and the United States. Indirect  
access to Clearstream is also available to other institutions that clear through
or maintain a custodial relationship with an account holder of Clearstream.     
Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V.  
as the operator of the Euroclear System in Brussels to facilitate settlement of 
trades between Clearstream and Euroclear.                                       

      Euroclear was created in 1968 to hold securities for participants of the
Euroclear System and to clear and settle transactions between Euroclear         
participants through simultaneous electronic book-entry delivery against        
payment, thereby eliminating the need for physical movement of notes and any    
risk from lack of simultaneous transfers of securities and cash. Transactions   
may now be settled in any of 34 currencies, including United States dollars. The
Euroclear System includes various other services, including securities lending  
and borrowing and interfaces with domestic markets in several countries         
generally similar to the arrangements for cross-market transfers with DTC       
described above. The Euroclear System is operated by Euroclear Bank S.A./N.V. as
the Euroclear operator. All operations are conducted by the Euroclear operator, 
and all Euroclear securities clearance accounts and Euroclear cash accounts are 
accounts with the Euroclear operator. Euroclear participants include central    
banks and other banks, securities brokers and dealers and other professional    
financial intermediaries and may include the underwriters of any series of      
notes. Indirect access to the Euroclear System is also available to other firms 
that clear through or maintain a custodial relationship with a Euroclear        
participant, either directly or indirectly.                                     

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Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System. These terms and       
conditions govern transfers of securities and cash within the Euroclear System, 
withdrawal of securities and cash from the Euroclear System, and receipts of    
payments with respect to securities in the Euroclear System. All securities in  
the Euroclear System are held on a fungible basis without attribution of        
specific certificates to specific securities clearance accounts. The Euroclear  
operator acts under these rules and laws only on behalf of Euroclear            
participants and has no record of or relationship with persons holding through  
Euroclear participants.                                                         

       Distributions with respect to notes held through Clearstream or Euroclear
will be credited to the cash accounts of Clearstream customers or Euroclear     
participants in accordance with the relevant system's rules and procedures, to  
the extent received by its depositary. Those distributions will be subject to   
tax reporting in accordance with relevant United States tax laws and            
regulations. See "Federal Income Tax Consequences" in this prospectus.          
Clearstream or the Euroclear operator, as the case may be, will take any other  
action permitted to be taken by a noteholder under the indenture on behalf of a 
Clearstream customer or Euroclear participant only in accordance with its       
relevant rules and procedures and subject to its depositary's ability to effect 
those actions on its behalf through DTC.                                        

  Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participants of DTC, 
Clearstream and Euroclear, they are under no obligation to perform or continue  
to perform those procedures and those procedures may be discontinued at any     
time.                                                                           

DEFINITIVE NOTES                                                                

Notes that are initially cleared through DTC will be issued in    
definitive, fully registered, certificated form to note owners or their         
nominees, rather than to DTC or its nominee, only if:                           

- we advise the indenture trustee in writing that DTC is no longer
willing or able to discharge properly its responsibilities as 
   depository with respect to that series or class of notes, and the
 indenture trustee or the issuer is unable to locate a qualified
successor;                                                    

  - we, at our option, advise the indenture trustee in writing that we
      elect to terminate the book-entry system through DTC with respect to
that series or class of notes; or                             

       - after the occurrence of a servicer default, a pay out event or an event
of default, note owners representing more than 50%--or another
        percentage specified in the accompanying prospectus supplement--of the
   outstanding principal amount of the notes of that series or class
      advise the indenture trustee and DTC through participants in writing
         that the continuation of a book-entry system through DTC or a successor
to DTC is no longer in the best interest of those note owners.

   If any of these events occur, DTC must notify all participants of the
availability through DTC of definitive notes. Upon surrender by DTC of the      
definitive instrument representing the notes and instructions for               
re-registration, the issuer will execute and the indenture trustee will         
authenticate the notes as definitive notes, and thereafter the indenture        

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trustee will recognize the registered holders of those definitive notes as      
noteholders under the indenture.                                                

      Distributions of principal and interest on the notes will be made by the
indenture trustee directly to holders of definitive notes in accordance with the
procedures set forth in this prospectus and in the indenture. Interest payments 
and any principal payments on each distribution date will be made to holders in 
whose names the definitive notes were registered at the close of business on the
related record date. Distributions will be made by check mailed to the address  
of the noteholders as it appears on the register maintained by the indenture    
trustee. However, the final payment on any note--whether definitive notes or the
notes registered in the name of Cede & Co. representing the notes--will be made 
only upon presentation and surrender of that note at the office or agency       
specified in the notice of final distribution to noteholders. The indenture     
trustee will provide this notice to registered noteholders not later than the   
fifth day of the month of the final distributions.                              

      Definitive notes will be transferable and exchangeable at the offices of
the transfer agent and registrar, which will initially be the indenture trustee.
No service charge will be imposed for any registration of transfer or exchange, 
but the issuer and transfer agent and registrar may require payment of a sum    
sufficient to cover any tax or other governmental charge imposed in connection  
with the transfer or exchange. The transfer agent and registrar will not be     
required to register the transfer or exchange of definitive notes for a period  
of twenty days preceding the due date for any payment on those definitive notes.

INTEREST PAYMENTS                                                               

    Your class of notes will pay interest on the dates and at the interest
rate specified in the accompanying prospectus supplement. The interest rate on  
any note may be a fixed, floating or any other type of rate as specified in the 
accompanying prospectus supplement. If your notes bear interest at a floating or
variable rate, the accompanying prospectus supplement will describe how that    
rate is calculated.                                                             

       Interest payments or deposits on any distribution date or on the business
day before a distribution date, which we refer to as a transfer date, will be   
funded from:                                                                    

 - collections of finance charge receivables allocated to the series
during the preceding monthly period or periods, including net 
  recoveries, interchange and collections of excess finance charge
receivables allocated to the series from other series;        

    - investment earnings, if any, on any funds held in trust accounts, to
 the extent described in the accompanying prospectus supplement;

- any credit enhancement or derivative instrument, to the extent  
described in the accompanying prospectus supplement; and      

      - collections of principal receivables treated as collections of finance
   charge receivables as described under "--Discount Option," to the
extent described in the accompanying prospectus supplement.   

If interest payments will be made less frequently than monthly, an
interest funding account may be established to accumulate the required interest 
amount. If a series has more than one class of notes, that series may have more 
than one interest funding account. For any                                      

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series, all accrued and unpaid interest will be due and payable on the final    
maturity date of such series.                                                   

PRINCIPAL PAYMENTS                                                              

      Each series will begin with a revolving period during which no principal
payments will be made to the noteholders of that series. However, if specified  
in the accompanying prospectus supplement, principal may be payable during the  
revolving period in connection with a partial amortization. A partial           
amortization would occur if the transferor were required to add receivables and 
was unable to designate sufficient Eligible Accounts and the transferor elected 
to avoid a pay out event by commencing a partial amortization.                  

    The revolving period for each series will be scheduled to end on or no
later than a specified date, at which time a new period will begin during which 
principal collections available to that series will be set aside on a daily     
basis to repay the series. That new period is called an amortization period if  
partial principal payments are made each month and an accumulation period if the
available principal is accumulated for a series over one or more months to pay  
off a class in full. If the amount paid or accumulated each month is limited to 
some specified figure, then the amount paid or accumulated is called a          
controlled distribution amount or controlled accumulation amount.               

      However, each series will also be subject to pay out events, which could
cause the revolving period to end earlier than scheduled or could terminate an  
existing amortization period or accumulation period. Upon a pay out event, a    
rapid amortization period will begin, during which available principal will be  
distributed monthly and will not be limited to any controlled distribution      
amount or controlled accumulation amount provision. Finally, a series with an   
accumulation period may specify some adverse events as accumulation events,     
rather than pay out events, resulting in an early start to an accumulation      
period or removing any limitation based on a controlled accumulation amount.    

Principal payments for any series or class will be funded from    
collections of principal receivables allocated to that series or class and from 
other sources specified in the accompanying prospectus supplement. In the case  
of a series with more than one class of notes, the noteholders of one or more   
classes may receive payments of principal at different times. The accompanying  
prospectus supplement will describe the manner, timing and priority of payments 
of principal to noteholders of each class.                                      

     Funds on deposit in any principal accumulation account for a series may
be subject to a guaranteed rate agreement or guaranteed investment contract or  
other arrangement intended to assure a minimum rate of return on the investment 
of those funds if specified in the related prospectus supplement. In order to   
enhance the likelihood of the payment in full of the principal amount of a      
series or a related class of notes at the end of an accumulation period, that   
series or class of notes may be subject to a principal guaranty or other similar
arrangement if specified in the related prospectus supplement.                  

TRANSFER AND ASSIGNMENT OF RECEIVABLES                                          

The receivables comprising the trust have been transferred either 
directly by the bank to the trust or by the bank to us, and in turn, by us to   
the trust. Under the pooling and servicing agreement entered into by the bank in
1995, the bank, in its capacity as transferor,                                  

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transferred the receivables in designated accounts to the trust. The pooling and
servicing agreement was amended and restated in 1997, and was subsequently      
amended. In particular, it was amended and restated in October 2002, to         
designate us as the transferor in replacement of the bank. At the same time, we 
entered into a receivables purchase agreement with the bank whereby the bank    
designated the accounts previously designated to the trust to us and transferred
the receivables created after the date of the agreement, together with its      
rights under the pooling and servicing agreement, to us. The bank will also     
transfer and assign future receivables created in these accounts and additional 
accounts to us. Under the amended pooling and servicing agreement or the        
transfer and servicing agreement in our capacity as transferor, we transfer all 
receivables sold to us by the bank under the receivables purchase agreement to  
the trust.                                                                      

We and the bank have indicated and, in connection with each future
transfer of receivables to the trust, will indicate in our computer files that  
the receivables have been conveyed to the trust. In addition, the servicer has  
provided or caused to be provided to the trustee and the trust computer files or
microfiche lists, containing a true and complete list showing each account,     
identified by account number and by total outstanding balance as of a specified 
date on or prior to the date of transfer. Neither we nor the bank will deliver  
to the trustee or the trust any other records or agreements relating to the     
accounts or the receivables, except in connection with additions or removals of 
accounts. Except as stated in this paragraph, the records and agreements that   
the bank maintains relating to the accounts and the receivables are not and will
not be segregated from other documents and agreements relating to other credit  
card accounts and receivables and are not and will not be stamped or marked to  
reflect the transfers described in this paragraph. We and the bank have filed in
all appropriate jurisdictions Uniform Commercial Code financing statements with 
respect to the receivables meeting the requirements of applicable law. See "Risk
Factors--Some liens would be given priority over your notes which could cause   
delayed or reduced payments" and "Material Legal Aspects of the Receivables" in 
this prospectus.                                                                

NEW ISSUANCES OF NOTES                                                          

      We may cause the owner trustee, on behalf of the issuer, to issue one or
more new series of notes. We will define all principal terms of each new series 
in an indenture supplement. Each series issued may have terms and enhancements  
that are different than those for any other series. No prior noteholders'       
consent will be required for the issuance of an additional series of notes, and 
we do not expect to request such consents. We may offer any series under a      
prospectus or other disclosure document in transactions either registered under 
the Securities Act or exempt from registration under the Securities Act         
directly, through one or more other underwriters or placement agents, in        
fixed-price offerings or in negotiated transactions or otherwise.               

     Unless First Bankcard Master Credit Card Trust has been terminated, the
interests of all series of notes in the receivables and the other trust assets  
will be evidenced by a single global certificate held by the issuer. A new      
collateral series will be issued and evidenced by the global certificate upon   
the issuance of each series of notes.                                           

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No new series may be issued unless we satisfy various conditions, 
including that:                                                                 

      (1)    each rating agency confirms that the new issuance will not impair
        its rating of any outstanding series or class of securities;

       (2)    we certify that we reasonably believe, based on the facts known to
              the certifying officer, that the new issuance will not cause a pay
             out event, an event of default or materially and adversely affect
   the amount or timing of distributions to be made to the
noteholders of any series or class;                 

     (3)    after giving effect to the new issuance, the transferor interest
      is not less than the Minimum Transferor's Interest and the
         Aggregate Principal Receivables are not less than the Minimum
Aggregate Principal Receivables;                    

     (4)    we deliver an opinion of counsel to the effect that, for federal
income tax purposes:                                

    (a)    except as otherwise stated in the related indenture
       supplement, the notes of the new series will be
characterized as debt;                  

(b)    the issuance will not adversely affect the tax 
                characterization as debt of the notes of any outstanding
                   series or class that were characterized as debt at the time
                  of their issuance as confirmed by an opinion of counsel to
           that effect delivered at the time of such issuance;

           (c)    the new issuance will not cause the issuer to be deemed to
                   be an association or publicly traded partnership taxable as
a corporation; and                      

          (d)    the new issuance will not cause or constitute an event in
                 which gain or loss would be recognized by any noteholder;
and                                     

(5)    unless First Bankcard Master Credit Card Trust has been    
            terminated, all of the conditions required for it to issue a new
             series of investor certificates are satisfied, as described under
       "Pooling and Servicing Agreement--New Issuances of Investor
Certificates" in this prospectus.                   

REPRESENTATIONS AND WARRANTIES                                                  

    As of the closing date for each series of securities and the date each
account is designated for inclusion to the trust, we represent to the trust     
that:                                                                           

     -   each account is an Eligible Account as of the date it is designated
       to the trust and each receivable is an Eligible Receivable on the
date it is transferred to the trust;                      

    -   the account schedule and information contained therein is accurate
and complete in all material respects;                    

       -   we own all right, title and interest in each such receivable and have
the right to transfer it to the trust; and                

      -   all governmental approvals required to be obtained by us or the bank
          in connection with the transfer of each such receivable to the trust
have been obtained and remain in full force and effect.   

     If any of these representations is not true in any material respect for
any receivables as of the date specified in the representation and as a result  
of the untrue statement or breach                                               

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the related account becomes a defaulted account or the trust's rights in the    
receivables or the proceeds of the receivables are impaired or are not available
to the trust free and clear of any lien, we are required to accept reassignment 
of the affected receivable. Except in limited circumstances, we will be         
permitted 60 days to cure the breach.                                           

    As of the closing date for each series of securities and the date each
account is designated for inclusion to the trust, we represent to the trust that
each receivable has been conveyed to the trust free and clear of any liens,     
other than liens permitted by the pooling and servicing agreement and the       
transfer and servicing agreement, and in compliance in all material respects    
with all laws applicable to us and/or the bank. If such representation is       
breached, or a receivable is not an Eligible Receivable because the trust does  
not have good and marketable title to a receivable, and in either case, one of  
the specified conditions as to the result or the nature of the breach is met,   
then receivables in the account containing such affected receivables will be    
automatically removed from the trust as required in the pooling and servicing   
agreement or transfer and servicing agreement.                                  

     We will accept retransfer of any receivable affected as described above
by directing the servicer to deduct the principal amount of the receivable from 
the transferor interest. If this would reduce the transferor interest below the 
Minimum Transferor's Interest, or cause the Aggregate Principal Receivables to  
be less than the Minimum Aggregate Principal Receivables, we will make a cash   
deposit in the excess funding account in the amount sufficient to cure such     
shortfall, within 10 business days after such event. Any deduction or deposit is
considered a repayment in full of the ineligible receivable.                    

    On the closing date for each series, and on each addition date, in our
capacity as transferor, we will also make representations and warranties to the 
trust as to:                                                                    

        - our valid existence and good standing as a limited liability
             company under the laws of the State of Nebraska and our ability
         to perform our obligations under each transaction document;

           - our qualification to do business and good standing in any state
         required in order to conduct business and our possession of
         necessary licenses and approvals required under federal and
              Nebraska law (no representation or warranty is made with respect
            to any qualifications, licenses or approvals which the trustee
           would have to obtain to do business in any state in which the
trustee seeks to enforce any receivable);         

         - the due authorization, execution, delivery and performance of
each transaction document to which we are a party;

         - the enforceability of each transaction document against us as
legal, valid and binding obligations;             

            - the effectiveness of the agreement governing our transfer of the
           receivables to the trust as either a valid sale, transfer and
              assignment of, or a grant of a first priority perfected security
              interest in, the receivables, other than liens permitted by that
transfer agreement; and                           

    - the absence of any transferor claims or interests in the
            collection account, excess funding account, series accounts or
            credit enhancement for a series, except as otherwise expressly
provided in the transaction documents.            
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     If any of these representations and warranties is false in any material
respect and the breach of the representation or warranty has a material adverse 
effect on the receivables or the availability of the proceeds of the receivables
to the trust, then either the trustee or securityholders holding more than 50%  
of the principal amount of all series of securities may direct us to accept     
retransfer of the entire trust portfolio. We will be permitted 60 days after the
direction is given, or a longer period, as may be specified in the direction, to
cure the breach.                                                                

    The reassignment price would equal the aggregate outstanding principal
amounts for all series of securities, in each case as of the last day of the    
monthly period preceding the date on which the reassignment is scheduled to be  
made, plus accrued and unpaid interest on the securities through that last day, 
minus any principal or interest paid or allocated to the holders of securities  
of any series on the related distribution date in the monthly period in which   
that reassignment occurs plus or minus any other amounts specified in any       
prospectus supplement.                                                          

       Reassignment of any affected receivables or the entire trust portfolio to
us, as the case may be, is the sole remedy with respect to any breach of the    
representations and warranties described in this section.                       

On the closing date for each series prior to termination of First 
Bankcard Master Credit Card Trust, in our capacity as transferor, we will also  
make the following representations and warranties to the issuer:                

     -   the transfer and assignment of the collateral certificate under the
transfer and servicing agreement constitutes:             

         (a)    either a sale of the collateral certificate;

                  (b)    a grant of a perfected security interest therein from
us to the issuer; or        

            (c)    a grant of a perfected security interest in the
                   collateral certificate from us to the indenture
trustee.                    

     -   the collateral certificate has not been sold, transferred, assigned
        or pledged by us to any person other than pursuant to the transfer
and servicing agreement;                                  

    -   immediately prior to our transfer and assignment to the issuer, we
           have good and marketable title to the collateral certificate free and
        clear of all liens, other than liens permitted by the transfer and
servicing agreement;                                      

-   immediately upon our transfer and assignment of the collateral
         certificate to the issuer, the issuer will have either (a) good and
          marketable title to the collateral certificate free and clear of all
     liens, other than liens permitted by the transfer and servicing
      agreement or (b) a perfected security interest in the collateral
certificate; and                                          

    -   all actions necessary under the applicable Uniform Commercial Code
          have been taken to give either the issuer or the indenture trustee a
         first priority perfected security interest or ownership interest in
the collateral certificate.                               

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ADDITION OF TRUST ASSETS                                                        

    We may, at our option, designate additional accounts to the trust, the
receivables in which will be sold and assigned to the trust. We have agreed to  
exercise this right when requested to do so by the bank. We are permitted to    
continue designating additional accounts without obtaining confirmation of the  
rating of any outstanding securities so long as the following limits are not    
exceeded:                                                                       

       -   for any monthly period, there may be no more than one designation and
       no designation may include any accounts acquired by the bank from
third-party financial institutions;                       

  -   the principal balance of the additional accounts does not exceed
either:                                                   

-       the product of:                               

(a)    15% and                            

                 (b)    the aggregate amount of principal receivables in the
                    trust as of the first day of the third preceding
monthly period;             

                minus the principal receivables in the additional accounts
              added since that date, measured for each such additional
                 account as of the date that additional account was added to
the trust, or                             

-       the product of:                               

(a)    20% and                            

                 (b)    the aggregate amount of principal receivables in the
                     trust as of the first day of the calendar year in
   which the addition is to occur;

                minus the principal receivables in the additional accounts
              added since that date, measured for each such additional
                 account as of the date that additional account was added to
the trust.                                

       We may exceed these limitations or add accounts acquired by the bank from
third-party financial institutions if the rating agencies for all outstanding   
series confirm that doing so will not impair their ratings of any outstanding   
securities. Following the termination of First Bankcard Master Credit Card      
Trust, there will be an additional limitation to those in the preceding         
paragraph, which requires that the number of the additional accounts does not   
exceed either:                                                                  

-       the product of:                               

(a)    15% and                            

                (b)    the number of accounts in the trust as of the first
              day of the third preceding monthly period;

              minus the number of additional accounts added since that
date, or                                  

-       the product of:                               

(a)    20% and                            

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                (b)    the number of accounts in the trust as of the first
                        day of the calendar year in which the addition is to
occur;                      

              minus the number of additional accounts added since that
date.                                     

 We may also exceed these limitations if the rating agencies for all
outstanding series confirm that doing so will not impair their ratings of any   
outstanding securities.                                                         

     In addition, we will be required to make an addition of accounts to the
trust on or before the tenth business day following (i) any monthly period      
during which the transferor interest averaged over that period is less than the 
Minimum Transferor's Interest and (ii) any monthly period for which the         
Aggregate Principal Receivables as of the last business day are less than the   
Minimum Aggregate Principal Receivables. The amount of the required addition is 
the amount necessary to cure the deficit.                                       

       When we transfer receivables in additional accounts to the trust, we must
satisfy several conditions, including:                                          

-   we must give each rating agency, the indenture trustee and the
   servicer prior notice of each addition, and if the additional
     accounts would exceed the limits described above for additional
       accounts or include accounts purchased from third-party financial
          institutions, then each rating agency must confirm that the addition
will not impair its rating of any outstanding securities; 

-   we must deliver a written assignment to the trustee;          

-   we must represent and warrant that:                           

   - each additional account is an Eligible Account and each
              receivable in such additional account is an Eligible Receivable;

            - no selection procedures that we believe to be materially adverse
          to the securityholders were used in selecting the additional
accounts;                                         

- we are not insolvent;                               

          - the transfer of the additional receivables constitutes a valid
             transfer and assignment to the trust of all our right, title or
           interest in the receivables in the additional accounts or the
            grant of a first priority perfected security interest in those
      receivables free and clear of any liens except for liens
        permitted under the pooling and servicing agreement or the
transfer and servicing agreement; and             

      -   we must deliver an opinion of counsel with respect to the perfection
      of the transfer and related matters and an officer's certificate
    certifying matters regarding the accounts, the assignment, the
           marking of its computer files to identify the additional accounts and
the delivery of a schedule of the additional accounts.    

REMOVAL OF ACCOUNTS                                                             

       We have the right to remove accounts from the list of designated accounts
and to require the reassignment to us or our designee of all receivables in the 
removed accounts. Our right to remove accounts is subject to the satisfaction of
several conditions, including that:                                             

     (1)    each rating agency confirms that the removal will not impair its
rating of any outstanding securities,               

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(2)    the removal will not, in our reasonable belief:            

- cause a pay out event to occur for any series,      

     - cause the transferor interest to be less than the Minimum
     Transferor's Interest, or cause the Aggregate Principal
         Receivables to be less than the Minimum Aggregate Principal
Receivables, or                                   

      - result in the failure to make any payment specified in the
          related supplement with respect to any series of securities,

(3)    we represent and warrant that:                             

             - accounts, or administratively convenient groups of accounts, such
              as billing cycles, were chosen for removal randomly or otherwise
             not on a basis intended to select particular accounts or groups
              of accounts for any reason other than administrative convenience
          and no selection procedure was used by us that is materially
      adverse to the interests of the holders of securities or

           - accounts were identified because of a third-party cancellation,
             or expiration without renewal, of an affinity, private-label or
similar arrangement,                              

       (4)    the principal receivables of the removed accounts are less than 5%
             of the aggregate amount of principal receivables in the trust, or
              if a series has been paid in full, the initial principal amount of
that series,                                        

       (5)    we deliver to the owner trustee, indenture trustee and the trustee
           for First Bankcard Master Credit Card Trust, if applicable, the
           written assignment, the computer file listing removed accounts,
        and our officer's certificate confirming compliance with the
conditions, and                                     

for any monthly period, there may be no more than one removal.                  

     However, defaulted accounts, and the receivables in such accounts, will
be removed from the list of designated accounts without satisfying the          
conditions specified above.                                                     

COLLECTION AND OTHER SERVICING PROCEDURES                                       

       As servicer, the bank will be responsible for servicing and administering
the receivables in the trust portfolio in accordance with the bank's policies   
and procedures for servicing credit card receivables comparable to the          
receivables in the trust portfolio. The servicer will be required to maintain   
fidelity bond coverage insuring against losses through wrongdoing of its        
officers and employees who are involved in the servicing of credit card         
receivables.                                                                    

DISCOUNT OPTION                                                                 

   We have the option to reclassify up to 4% of collections of principal
receivables in the trust portfolio as collections of finance charge receivables.
If we do so, the reclassified percentage of collections of principal receivables
for the trust portfolio for each monthly period will be considered collections  
of finance charge receivables and will be allocated with all other collections  
of finance charge receivables in the trust portfolio.                           

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     We may exercise this option in order to compensate for a decline in the
portfolio yield, but only if in our reasonable belief there would be sufficient 
principal receivables to allow for that discounting. Exercise of this option    
would result in a larger amount of collections of finance charge receivables and
a smaller amount of collections of principal receivables. By doing so, we would 
reduce the likelihood that a pay out event would occur as a result of a         
decreased portfolio yield and, at the same time, would increase the likelihood  
that we will have to add principal receivables to the trust.                    

      We may not designate receivables for reclassification unless each rating
agency confirms that doing so will not impair its rating of any outstanding     
series or class of securities. We may not designate receivables for             
reclassification if in our reasonable belief a pay out event would occur.       

TRUST ACCOUNTS                                                                  

      The servicer has established and will maintain a collection account as a
segregated account for the benefit of the securityholders. The trust documents  
also establish an excess funding account for the benefit of the securityholders,
which account may be a subaccount of the collection account. Each of the        
collection account and the excess funding account must be set up with a         
Qualified Institution.                                                          

     The funds on deposit in these accounts may be invested at the direction
of the servicer in highly rated liquid investments that meet the criteria       
described in the indenture or the related indenture supplement for that series. 
Any investments will be required to mature monthly on or before the business day
prior to the related distribution date. Net earnings on the collection account  
will be remitted to the servicer and not be considered part of the trust estate.
Net earnings on the excess funding account will be treated as collections of    
finance charge receivables.                                                     

So long as the bank is servicer, it is authorized pursuant to the 
indenture to withdraw from the collection account any funds not required by the 
indenture or an indenture supplement to be deposited into the collection        
account.                                                                        

A reserve account and/or a spread account may be established in   
connection with a series of notes. Unless otherwise specified in the related    
series supplement, net earnings on such investments will be treated as follows. 
So long as the required reserve account amount is on deposit in the reserve     
account, any net investment earnings will be withdrawn and deposited into the   
collection account and will be treated as collections of finance charge         
receivables. So long as the required spread account amount is on deposit in the 
spread account, any earnings, net of losses and investment expenses, will be    
withdrawn and paid to us. Any remaining earnings on the spread account will not 
be considered part of the account or as trust assets and will be remitted to us.

FUNDING PERIOD                                                                  

On the closing date for any series of notes, the total amount of  
principal receivables in the trust available to that series may be less than the
total principal amount of the notes of that series. If this occurs, the initial 
collateral amount for that series of notes will be less than the principal      
amount of that series of notes. In this case, the related prospectus supplement 

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will set forth the terms of the funding period, which is the period from that   
series' closing date to the earliest of:                                        

      - the date that series' collateral amount equals the principal amount of
that series of notes;                                         

      - the date specified in the related prospectus supplement, which will be
no later than one year after that series' closing date; and   

- the commencement of a rapid amortization period.                

 During the funding period, the portion of the collateral amount not
invested in receivables will be maintained in a pre-funding account, which is a 
trust account established with the indenture trustee for the benefit of the     
noteholders of that series. On the closing date for that series of notes, this  
amount may be up to 100% of the principal balance of that series of notes. The  
collateral amount for that series will increase as new receivables are          
transferred to the trust or as the collateral amounts of other outstanding      
series of securities are reduced. The collateral amount may decrease due to     
principal payments or investor charge-offs and uncovered dilution allocated to  
the series.                                                                     

    During the funding period, funds on deposit in the pre-funding account
will be paid to us as the collateral amount increases. If the collateral amount 
for that series is not increased so that the initial collateral amount equals   
the initial principal balance of the notes of that series, less any principal   
payments on that series and any investor charge-offs and uncovered dilution     
allocated to that series, by the end of the funding period, any amount remaining
in the pre-funding account will be repaid to noteholders.                       

   The prospectus supplement for a series with a funding period will set
forth:                                                                          

- the series' initial collateral amount;                          

- the initial principal balance of the series of notes;           

    - the date on which the series' collateral amount is expected to equal
       the series' initial principal balance, less any principal payments on
 that series and any investor charge-offs and uncovered dilution
allocated to that series;                                     

- the date by which the funding period will end; and              

      - what other events, if any, will occur if the end of the funding period
is reached before the full collateral amount is funded.       

  We will file a Current Report on Form 8-K with the SEC following the
termination of any funding period containing updated trust portfolio            
information.                                                                    

APPLICATION OF COLLECTIONS                                                      

       Except as described in this paragraph and the second following paragraph,
the servicer must deposit into the collection account, no later than two        
business days after processing, all payments made on receivables in the trust   
portfolio. However, the servicer will be able to use                            

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for its own benefit all collections received relating to the receivables in each
monthly period until the business day preceding the related distribution date   
if:                                                                             

(1) the bank remains the servicer; and                            

(2) the servicer either:                                          

       - provides a letter of credit, surety bond or similar arrangement
         covering the collection and payment obligations of the servicer
         acceptable to each rating agency, as evidenced by a letter from
each rating agency,                                   

     - has and maintains a certificate of deposit or short-term debt
            rating of at least A-1 by Standard & Poor's, P-1 by Moody's and F1
       by Fitch or, in each case, a lower rating satisfactory to the
applicable rating agency, or                          

           - makes other arrangements such that each rating agency confirms that
           this action will not impair the ratings of any outstanding series
or class of securities.                               

      The servicer currently has not provided a letter of credit or made other
arrangements, and does not maintain the rating necessary to satisfy any of the  
preceding clauses.                                                              

     The servicer is only required to make daily or periodic deposits to the
collection account during any calendar month to the extent that the funds are   
needed for deposit into other trust accounts or distribution to securityholders 
or other parties on or prior to the related distribution date. If the collection
account balance ever exceeds the amount needed for those deposits or            
distributions, the servicer may (1) discontinue daily deposits for that calendar
month, (2) withdraw the excess and pay that amount to us or our assigns and (3) 
withdraw or retain its servicing fee for any series for that month.             

The servicer will then allocate all collections of finance charge 
receivables and principal receivables among each series of securities and the   
transferor interest based on the respective allocation percentages for each     
series and the transferor's percentage. The transferor's percentage at any time 
will equal 100% minus the total of the applicable allocation percentages for all
outstanding series of notes and investor certificates. To the extent that the   
transferor interest is greater than the Minimum Transferor's Interest, any      
principal collections allocated to the transferor interest will be paid to us or
our assigns as collected. If the transferor interest is less than the Minimum   
Transferor's Interest, principal collections allocated to the transferor        
interest will be deposited in the excess funding account. The collections       
allocated to each series will be retained in the collection account or applied  
as described in the related prospectus supplement.                              

SHARED EXCESS FINANCE CHARGE COLLECTIONS                                        

       If a series is identified in the prospectus supplement for that series as
included in a group, collections of finance charge receivables allocated to that
series in excess of the amount needed to make deposits or payments for the      
benefit of that series will be shared with other series of securities that have 
been designated for inclusion in the same group. The servicer will allocate the 
aggregate of the excess finance charge collections for all series of securities 
in the same group to cover any payments required to be made out of finance      
charge collections for any series in that group that have not been covered out  
of the finance charge collections allocable to those series. If the finance     
charge shortfalls exceed the excess finance charge collections for any group for
any calendar month, excess finance charge collections will                      

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be allocated pro rata among the applicable series of securities based on the    
relative amounts of finance charge shortfalls. Unless otherwise provided in the 
related prospectus supplement, excess finance charge collections remaining after
covering shortfalls with respect to all outstanding series in a group will be   
paid to us. We cannot assure you that there will be any excess finance charge   
collections for any month.                                                      

SHARED PRINCIPAL COLLECTIONS                                                    

If a series is identified in the related prospectus supplement as 
included in a group, collections of principal receivables allocated to that     
series in excess of amounts needed to make deposits or payments for the benefit 
of that series will be shared with other series of securities designated for    
inclusion in the same group--including any series of investor certificates      
designated to the same group. The servicer will allocate the aggregate of the   
shared principal collections for all series of securities in the same group to  
cover any required principal distributions to securityholders and deposits to   
principal accumulation accounts, if any, for any series that have not been      
covered out of the collections of principal receivables allocable to those      
series, and then, at our option, for application as principal with respect to   
any variable interest in the group. Shared principal collections will not be    
used to cover investor charge-offs for any series of securities.                

If the principal shortfalls exceed the amount of shared principal 
collections for any calendar month, shared principal collections for all series 
in the group will be allocated pro rata among the applicable series based on the
relative amounts of principal shortfalls. If shared principal collections exceed
principal shortfalls, the balance will be paid to us or our assigns or deposited
in the excess funding account under the circumstances described under "--Excess 
Funding Account" below. We cannot assure you that there will be any shared      
principal collections for any month.                                            

EXCESS FUNDING ACCOUNT                                                          

    On each business day on which the transferor interest is less than the
Minimum Transferor's Interest, the servicer will deposit collections of         
principal receivables allocable to the transferor interest and excess shared    
principal collections otherwise distributable to us or our assigns, into the    
excess funding account until the transferor interest equals the Minimum         
Transferor's Interest. Funds may also be deposited in the account to cover      
dilution, as described below under "--Defaulted Receivables; Dilution; Investor 
Charge-Offs." Funds on deposit in the excess funding account will be withdrawn  
and paid to us or our assigns on each day to the extent that the transferor     
interest exceeds the Minimum Transferor's Interest. In addition, when any series
is in an accumulation, amortization or other similar period, the principal      
balance on deposit in the excess funding account will be treated like shared    
principal collections.                                                          

   Net investment income earned on amounts in the excess funding account
will be withdrawn monthly from the excess funding account and treated as        
collections of finance charge receivables.                                      

DEFAULTED RECEIVABLES; DILUTION; INVESTOR CHARGE-OFFS                           

Receivables in any account will be charged-off as uncollectable in
accordance with the bank's credit card guidelines and the bank's customary and  
usual policies and procedures for                                               

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servicing revolving credit card receivables comparable to the receivables. The  
bank's current policy is to charge-off the receivables in an account when that  
account becomes 180 days delinquent. An account becomes delinquent if the       
minimum payment is not made by the payment date. On the date on which a         
receivable is charged-off, the receivable will no longer be shown as an amount  
payable on the servicer's records and will cease to be a receivable.            

    Each series will be allocated a portion of defaulted receivables in an
amount equal to its allocation percentage for defaulted receivables, as         
specified in the related prospectus supplement, of the aggregate amount of      
principal receivables in any accounts charged-off during each calendar month.   

  Unlike defaulted receivables, dilution, which includes reductions in
principal receivables as a result of returns, unauthorized charges, shortfalls  
in insurance proceeds and reserves under the bank's debt cancellation and debt  
deferral programs and the like, is not intended to be allocated to investors.   
Instead, these reductions are applied to reduce the aggregate amount of         
principal receivables used to calculate the transferor interest and to test     
compliance with the Minimum Aggregate Principal Receivables test. To the extent 
reductions for dilutions would reduce the transferor interest below the Minimum 
Transferor's Interest, or reduce the Aggregate Principal Receivables below the  
Minimum Aggregate Principal Receivables amount, we are required to deposit the  
amount required to cure the deficits into the trust's excess funding account.   
Collections allocable to the transferor interest can also be used to fund such  
deposit. However, if the bank defaults on its obligation to make a payment to   
cover dilution, and collections allocable to the transferor interest do not     
cover the shortfall, then a portion of any resulting shortfall in receivables   
will be allocated to your series as specified in the accompanying prospectus    
supplement.                                                                     

    On each distribution date, if the sum of the defaulted receivables and
any uncovered dilution allocated to any series is greater than the finance      
charge collections and other funds available to cover those amounts as described
in the related prospectus supplement, then the collateral amount for that series
will be reduced by the amount of the excess. Any reductions in the collateral   
amount for any series on account of defaulted receivables and dilution will be  
reinstated to the extent that finance charge collections and other amounts on   
deposit in a segregated trust account established for the related series are    
available for that purpose on any subsequent distribution date as described in  
the related prospectus supplement.                                              

   Unless otherwise specified in the prospectus supplement relating to a
series, on the last day of each calendar month, the trust will automatically    
convey to us all receivables in accounts that became defaulted accounts during  
that month, together with any related interchange. Any related net recoveries   
and insurance proceeds will not be so transferred.                              

FINAL PAYMENT OF PRINCIPAL                                                      

   If so specified in the prospectus supplement relating to a series, we
will, at the option of the servicer, purchase the notes at any time after the   
remaining outstanding principal amount of that series is 10% or less of the     
initial principal amount of that series. The repurchase price will equal:       

  - the outstanding principal amount of the notes of that series, plus

  - any accrued and unpaid interest (including interest on any overdue
         interest as required in the related prospectus supplement for a series)
through the day                                               
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        preceding the distribution date on which the repurchase occurs (or, if
        the repurchase does not occur on a distribution date, through the next
distribution date).                                           

    For any series of notes, the related prospectus supplement may specify
additional conditions to the purchase option.                                   

     Each prospectus supplement will specify the final maturity date for the
related series of notes, which will generally be a date falling substantially   
later than the expected principal payment date. For any series, principal will  
be due and payable on the final maturity date. The failure to pay principal in  
full not later than the final maturity date will be an event of default, and the
indenture trustee or holders of a specified percentage of the notes of that     
series will have the rights described under "The Indenture--Events of Default;  
Rights upon Event of Default" in this prospectus.                               

PAIRED SERIES                                                                   

       The prospectus supplement for a series of notes will specify whether that
series may be paired with a previously or later issued series so that a decrease
in the collateral amount of the previously issued series results in a           
corresponding increase in the collateral amount of the later issued series. In  
general, a series may be issued as a paired series so the trust can fund the    
amount by which the previously issued series either has amortized or has        
accumulated funds for a principal payment.                                      

       The later issued series will either be pre-funded with an initial deposit
to a pre-funding account in an amount up to the initial principal balance of the
previously issued series or will have a variable principal amount.              

      During an amortization period or accumulation period in which the amount
paid or accumulated is limited to the controlled distribution amount or         
controlled accumulation amount, respectively, for any series that is paired with
a later issued series, as principal payments are made on that previously issued 
series or deposits are made for purposes of principal payments:                 

            (a)   in the case of a pre-funded paired series, an equal amount
               of funds on deposit in any pre-funding account for that
                   pre-funded paired series will be released, which funds will
be distributed to us;                   

            (b)   in the case of a paired series having a variable principal
                amount, an interest in that variable paired series in an
                 equal or lesser amount may be sold by the issuer, and the
                 proceeds from the issuance will be distributed to us; and

           (c)   in either case, the collateral amount of the later issued
             series will increase by up to a corresponding amount.

      If a pay out event occurs for the previously issued series or its paired
series when the previously issued series is amortizing, the allocation          
percentage for the allocation of collections of principal receivables for the   
previously issued series may be reset to a lower percentage as described in the 
prospectus supplement for that series and the period over which it will amortize
may be lengthened as a result. The extent to which the period over which it     
amortizes is lengthened will depend on many factors, only one of which is the   

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reduction of its allocation percentage. For a discussion of these factors, see  
"Maturity Considerations" in the accompanying prospectus supplement.            

PAY OUT EVENTS                                                                  

     The revolving period for your series of notes will continue through the
date specified in the accompanying prospectus supplement unless a pay out event 
occurs prior to that date. A pay out event occurs with respect to all series    
issued by the issuer upon the occurrence of any of the following events:        

       (a)   bankruptcy, insolvency, liquidation, conservatorship,
                  receivership or similar events relating to us or the bank;

       (b)   First Bankcard Master Credit Card Trust or the issuer
                becomes subject to regulation as an "investment company"
                    within the meaning of the Investment Company Act of 1940, as
amended; and                            

             (c)   we are unable for any reason to transfer receivables to the
              trust or the bank is unable for any reason to transfer
receivables to us when required.        

    In addition, a pay out event may occur with respect to any series upon
the occurrence of any other event specified in the accompanying prospectus      
supplement. On the date on which a pay out event is declared or deemed to have  
occurred, the rapid amortization period or, if so specified in the accompanying 
prospectus supplement, the accumulation period will commence. If, because of the
occurrence of a pay out event, the rapid amortization period begins earlier than
the scheduled commencement of an amortization or accumulation period or prior to
an expected principal payment date, noteholders will begin receiving            
distributions of principal earlier than they otherwise would have, which may    
shorten the average life of the notes.                                          

 In addition to the consequences of a pay out event discussed above,
unless otherwise specified in the accompanying prospectus supplement, if        
insolvency or similar proceedings under the Bankruptcy Code or similar laws     
occur with respect to the bank or us, on the day of that event we will          
immediately cease to transfer principal receivables to the trust and promptly   
give notice to the trustee for First Bankcard Master Credit Card Trust, the     
indenture trustee and the owner trustee of this event. Any principal receivables
transferred to the trust prior to the event, as well as collections on those    
principal receivables, and finance charge receivables accrued at any time with  
respect to those principal receivables, will continue to be part of the trust   
assets. Following the occurrence of an event of this type, prior to the         
termination of First Bankcard Master Credit Card Trust, unless securityholders  
representing more than 50% of each class of each series of securities have      
disapproved of liquidation, the trustee for First Bankcard Master Credit Card   
Trust will sell the receivables in a commercially reasonable manner and on      
commercially reasonable terms. The proceeds of that sale or liquidation will be 
applied to payments on the outstanding series of securities as specified above  
in "-- Application of Collections" and in the accompanying prospectus           
supplement.                                                                     

      If the only pay out event to occur is our insolvency, the court may have
the power to require the continued transfer of principal receivables to the     
trust. See "Risk Factors--If a conservator or receiver were appointed for First 
National Bank of Omaha, or if we become a                                       

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debtor in a bankruptcy case, delays or reductions in payment of your notes could
occur" in this prospectus.                                                      

SERVICING COMPENSATION AND PAYMENT OF EXPENSES                                  

The servicer receives a fee for its servicing activities and      
reimbursement of expenses incurred in administering the issuer. The servicing   
fee for each series of notes for any distribution date will be equal to, with   
respect to any monthly period, one twelfth of the product of (a) the servicing  
fee percentage for that series and (b) the collateral amount for that series as 
of the last day of the preceding monthly period. The prospectus supplement for  
each series will describe the servicing fee percentage applicable to that       
series.                                                                         

The servicer will pay from its servicing compensation expenses of 
servicing the receivables, including payment of the reasonable fees and         
disbursements of the indenture trustee, the trustee for First Bankcard Master   
Credit Card Trust, the owner trustee and independent certified public           
accountants and other reasonable fees which are not expressly stated in the     
transfer and servicing agreement, the indenture, any indenture supplement, the  
pooling and servicing agreement or any supplement for First Bankcard Master     
Credit Card Trust to be payable by us, the issuer or the securityholders, other 
than liabilities, costs or expenses arising under any federal, state and local  
income and franchise tax laws.                                                  

       If so specified in a prospectus supplement, the servicer's recourse for a
portion of the servicing fee allocable to the related series may be limited to  
interchange received by the trust and allocated to the noteholders of that      
series.                                                                         

   Each series' servicing fee is payable each period from collections of
finance charge receivables allocated to the series. Neither the issuer nor the  
noteholders are responsible for any servicing fee allocable to the transferor   
interest.                                                                       

MATTERS REGARDING THE TRANSFEROR AND THE SERVICER                               

      The servicer may not resign from its obligations and duties, except upon
a determination that performance of its duties is no longer permissible under   
applicable law, as evidenced by an opinion of counsel to that effect delivered  
to the trustee and there is no reasonable action that the servicer could take to
make the performance of its duties permissible under applicable law.            

       If the indenture trustee is unable to appoint a successor within 120 days
of the determination that the servicer is no longer permitted to act as         
servicer, then the indenture trustee will act as servicer. If the indenture     
trustee is unable to act as servicer, it will petition an appropriate court to  
appoint an eligible successor.                                                  

      The servicer's resignation will not become effective until the indenture
trustee or another successor has assumed the servicer's obligations and duties. 
The indenture trustee will notify each rating agency upon the appointment of a  
successor servicer.                                                             

 The servicer may delegate any of its servicing duties to any of its
wholly-owned affiliates or any wholly-owned affiliates of its parent or to any  
entity that agrees to conduct those duties in accordance with the bank's credit 
card guidelines. However, the servicer's delegation of its duties will not      
relieve it of its liability and responsibility with respect to the delegated    
duties.                                                                         

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The bank will indemnify the indenture trustee and its officers,   
directors, employees and agents for any losses, including legal fees, incurred  
by the indenture trustee in connection with its performance of its duties under 
the indenture, the transfer and servicing agreement and related documents except
for any losses or expenses incurred as a result of the indenture trustee's      
fraud, willful misconduct or negligence.                                        

      The servicer will indemnify First Bankcard Master Credit Card Trust, the
issuer, the owner trustee, the trustee for First Bankcard Master Credit Card    
Trust and the indenture trustee for any losses suffered as a result of acts or  
omissions of the servicer with respect to the activities of First Bankcard      
Master Credit Card Trust, the issuer, the indenture trustee, the owner trustee  
or the trustee for First Bankcard Master Credit Card Trust under the pooling and
servicing agreement, the transfer and servicing agreement, the indenture and    
related documents except for losses resulting from fraud, negligence, or willful
misconduct by the indemnified person. The servicer will not indemnify the issuer
or First Bankcard Master Credit Card Trust or any other person for:             

       - any liabilities, costs or expenses arising from any action taken by the
      trustee for First Bankcard Master Credit Card Trust or the indenture
trustee at the direction of securityholders;                  

   - any losses, claims or damages incurred by the indemnified party, as
         owners of secured notes, for example, as a result of the performance of
      the receivables, market fluctuations, a shortfall or failure to make
     payment under any enhancement or other similar market or investment
risks associated with ownership of secured notes; and         

       - any liabilities, costs or expenses arising under any tax law, including
       any federal, state, local or foreign income or franchise taxes or any
        other tax imposed on or measured by income or any related penalties or
interest, required to be paid by the trust, the issuer or the 
securityholders.                                              

No indemnity payments by the servicer will be paid from the assets of the issuer
or First Bankcard Master Credit Card Trust. The servicer will be entitled to    
participate in, and assume the defense of and negotiate the settlement of, any  
action or proceeding that involves an indemnified party. If the servicer assumes
the defense of any action or proceeding involving an indemnified party, the     
servicer under most circumstances will not be liable to the indemnified party   
for any legal fees or disbursements subsequently incurred by such party in      
connection with the defense thereof.                                            

      Except as provided in the preceding two paragraphs, neither the servicer
nor any of its directors, officers, employees, or agents will be liable to First
Bankcard Master Credit Card Trust, the issuer, the owner trustee, the indenture 
trustee, the trustee for First Bankcard Master Credit Card Trust, the           
securityholders or any other person for any action taken, or for refraining from
taking any action in good faith under, the pooling and servicing agreement, any 
supplement thereto or the transfer and servicing agreement. However, none of the
directors, officers, employees, or agents of the servicer will be protected     
against any liability resulting from willful misfeasance, bad faith or gross    
negligence in the performance of its duties or by reason of its reckless        
disregard of obligations and duties under the pooling and servicing agreement,  
any supplement thereto or the transfer and servicing agreement. In addition, the
servicer is not under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its servicing responsibilities under the      
pooling and servicing                                                           
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agreement, any supplement thereto and the transfer and servicing agreement and  
which in its reasonable judgment may involve it in any expense or liability. The
servicer will not be liable for any settlement of any claim or action effected  
without its prior written consent, which will not be unreasonably withheld.     

      We may sell, assign, pledge or otherwise transfer our interest in all or
a portion of the transferor interest. Before we may transfer our interest in the
transferor interest, the following must occur:                                  

       (1)   each rating agency confirms that the transfer will not impair its
        rating of any outstanding series or class of securities; and

      (2)   we deliver an opinion of counsel to the effect that, for federal
income tax purposes:                                

              (a)   the transfer will not cause the issuer to be deemed to be an
               association or publicly traded partnership taxable as a
corporation; and                        

             (b)   the transfer will not cause or constitute an event in which
           gain or loss would be recognized by any noteholder.

   However, the conditions set forth above do not apply to a transfer in
connection with a merger or sale of our business.                               

     We or the servicer may consolidate with, merge into, or sell our or its
respective businesses to, another entity, in accordance with the pooling and    
servicing agreement and the transfer and servicing agreement on the following   
conditions:                                                                     

  (1)   the entity, if other than us or the servicer, as applicable,
      formed by the consolidation or merger or that acquires our
           property or assets or the servicer's property or assets, as the
case may be:                                        

        (a)   with respect to us, is organized under the laws of the
                    United States or any one of its states and (x) is a business
                 entity that may not become a debtor in a proceeding under
                   the bankruptcy code or (y) is a special-purpose entity, the
         powers and activities of which are limited to the
            performance of our obligations under the pooling and
                 servicing agreement, transfer and servicing agreement and
related documents;                      

     (b)   with respect to the servicer, is a national banking
              association, state banking corporation or other entity
                  organized and existing under the laws of the United States
            or any of its states that is not subject to the U.S.
Bankruptcy Code; and                    

            (c)   expressly assumes, by a supplemental agreement, to perform
               every covenant and obligation of us or the servicer, as
                  applicable, under the pooling and servicing agreement, the
               transfer and servicing agreement and related documents;

   (2)   delivery to the trustee for First Bankcard Master Credit Card
       Trust and the indenture trustee of an officer's certificate
              stating that the merger, consolidation or transfer and the related
        supplemental agreement comply with the pooling and servicing
agreement or the transfer and servicing agreement,  

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          as applicable, and that all conditions precedent relating to the
          applicable transaction have been complied with and an opinion of
          counsel to the effect that the related supplemental agreement is
             legal, valid and binding with respect to us or the servicer, or our
respective successors, as applicable; and             

     (3)   delivery of notice of the applicable transaction to each rating
            agency and, with respect to an applicable transaction pertaining
          to us, we receive written confirmation from each rating agency
             that the applicable transaction will not impair its rating of any
outstanding series or class of securities.          

SERVICER'S REPRESENTATIONS, WARRANTIES AND COVENANTS                            

The servicer will make customary representations, warranties and  
covenants to the trust. If certain of these representations, warranties and     
covenants are breached and the trust's rights in, to or under the related       
receivables in the relevant accounts or the proceeds of the receivables are     
materially impaired or such proceeds are not available to the trust free and    
clear of any lien, then after specified time periods, the affected receivables  
and/or accounts will be assigned or reassigned to the servicer. The servicer    
will effect the assignment by depositing funds into the collection account in an
amount equal to the amount of those receivables. The representations, warranties
and covenants of the servicer, the breach of which would cause an assignment of 
receivables to the servicer include the following:                              

   - the servicer must maintain in effect all qualifications required in
       order to properly service, and materially comply with applicable laws
    in connection with servicing, the receivables and related accounts
         unless the failure to do so would not have a material adverse effect on
the interests of noteholders;                                 

- the servicer may not permit any rescission or cancellation of a 
         receivable except as ordered by a court or other governmental authority
     or in the ordinary course of business in accordance with the bank's
credit card guidelines;                                       

       - the servicer may not take any action which, nor omit to take any action
the omission of which, would materially impair the rights of  
     noteholders in any receivable or account, nor may it, except in the
   ordinary course of its business and in accordance with the bank's
        credit card guidelines, reschedule, revise or defer collections due on
the receivables, except as noted above; and                   

      - except in connection with its enforcement or collection of an account,
the servicer will take no action to cause any receivable to be
   evidenced by any instrument, other than an instrument that, taken
     together with one or more other writings, constitutes chattel paper
  and, if any receivable is so evidenced it shall be reassigned or
    assigned to the servicer as provided in the transfer and servicing
  agreement or the pooling and servicing agreement, as applicable.

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SERVICER DEFAULT                                                                

Each of the following events constitutes a servicer default:      

(1)   any failure by the servicer:                                

(a)   to make any payment, transfer or deposit,           

    (b)   to give instructions or notice to the applicable trustee
             pursuant to certain provisions of the pooling and servicing
                agreement or the indenture, as applicable and as supplemented,
or                                            

   (c)   to instruct the applicable trustee to make any required
       drawing, withdrawal or payment under any enhancement,

        in each case on or before the later of the date occurring 10
         business days after the date that payment, transfer, deposit,
             withdrawal, drawing, instruction or notice is required to be made
             or given and the date three business days after written notice of
that failure has been given to the servicer;        

     (2)   failure on the part of the servicer duly to observe or perform in
           any respect any other agreements of the servicer contained in the
           pooling and servicing agreement, as supplemented, or the transfer
and servicing agreement, as applicable, that:         

         (a)   has a material adverse effect on the interests of the holders
of securities of any series, and              

          (b)   continues unremedied for a period of 60 days after the date on
                which written notice of that failure, requiring the same to be
remedied, has been given:                     

     (1)   to the servicer by the applicable trustee, or

                 (2)   to the servicer and the applicable trustee or trustees by
                       holders of securities evidencing not less than 25% of the
                   outstanding principal balance of any series adversely
affected thereby,                 

          and continues to materially adversely affect those holders for
            that period; or the servicer shall delegate its duties under the
         pooling and servicing agreement or the transfer and servicing
     agreement, as applicable, except as permitted thereunder;

      (3)   any representation, warranty or certification made by the servicer
         in the pooling and servicing agreement, as supplemented, or the
    transfer and servicing agreement, as applicable, or in any
   certificate delivered under either of the foregoing that:

(a)   proves to have been incorrect when made,            

         (b)   causes a material adverse effect on the holders of securities
of any series, and                            

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          (c)   continues to be incorrect in any material respect for a period
           of 60 days after the date on which written notice of that
             failure, requiring the same to be remedied, has been given:

     (1)   to the servicer by the applicable trustee, or

                 (2)   to the servicer and the applicable trustee by the holders
               of securities evidencing not less than 25% of the
                       outstanding principal balance of any series of securities
adversely affected thereby,       

          and continues to materially adversely affect those holders for
that period;                                        

 (4)   the occurrence of certain events of bankruptcy, insolvency or
receivership relating to the servicer; or             

       (5)   any other event specified in the accompanying prospectus supplement
or in the related indenture supplement.               

 Notwithstanding the foregoing, a delay in or failure of performance
referred to under:                                                              

          (a)   clause (1) above, for a period of 10 additional business days,
or                                            

        (b)   clause (2) or (3) above, for a period of 60 additional days,

will not constitute a servicer default, until the expiration of the applicable  
additional time period if the delay or failure could not be prevented by the    
exercise of reasonable diligence by the servicer and that delay or failure was  
caused by an act of God or other similar occurrence.                            

      If a servicer default occurs, for so long as it has not been remedied or
waived, the applicable trustee or securityholders representing more than 50% of 
the aggregate principal amount of all outstanding series of securities may give 
notice to the servicer, and if notice is given by the securityholders, the      
applicable trustee, terminating all of the rights and obligations of the        
servicer under the pooling and servicing agreement and transfer and servicing   
agreement.                                                                      

    If no successor has been appointed and has accepted the appointment by
the time the servicer ceases to act as servicer, the trustee will automatically 
become the successor. If the trustee is legally unable to act as servicer, the  
trustee will petition a court of competent jurisdiction to appoint an eligible  
servicer.                                                                       

Any default by the servicer or us in the performance of its or our
obligations under the transfer and servicing agreement, or pooling and servicing
agreement and related documents may be waived by securityholders holding not    
less than 66 2/3% of the then-outstanding principal balance of the securities of
each series adversely affected by that default, unless that default relates to a
failure to make any required payments to be made to securityholders, in which   
case such default may be waived only by all securityholders of the securities of
each series adversely affected by that default. Waiver by the credit enhancement
providers for one or more series, or a specified percentage of one or more      
classes of securities in one or more series, may also be required.              

      Our rights and obligations under the pooling and servicing agreement and
the transfer and servicing agreement will be unaffected by any change in        
servicer.                                                                       

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If a conservator or receiver is appointed for the servicer, the   
conservator or receiver may have the power to prevent either the trustee or the 
securityholders from appointing a successor servicer.                           

REPORTS TO NOTEHOLDERS                                                          

       Noteholders of each series issued by the issuer will receive reports with
information on the series and the trust. The paying agent will forward to each  
noteholder of record a report, prepared by the servicer, for its series on the  
distribution dates for that series. The report will contain any additional      
information specified in the related prospectus supplement. If a series has     
multiple classes, information will be provided for each class, as specified in  
the related prospectus supplement.                                              

     Periodic information to noteholders of a series generally will include:

- the aggregate collections processed during the preceding monthly
period;                                                       

     - the aggregate collections of principal receivables and finance charge
receivables processed during the preceding monthly period;    

   - collections of principal receivables and finance charge receivables
allocated to the series;                                      

    - for months during which the servicer is required to make deposits of
   collections after the distribution date, the aggregate balance on
deposit in any account relating to the series;                

     - the aggregate amount, if any, of drawings on any enhancement, if any,
for the series;                                               

 - the aggregate amount of interchange to be allocated to the trust;

   - the total amount of principal and interest to be distributed to the
noteholders of the series;                                    

      - the amount of that distribution allocable to principal on notes of the
series;                                                       

     - the amount of that distribution allocable to interest on the notes of
the series;                                                   

       - the aggregate defaults and uncovered dilution, if any, allocated to the
series;                                                       

- the aggregate amount of recoveries for the trust;               

       - the aggregate outstanding balance of accounts broken out by delinquency
status;                                                       

 - the amount of reductions, if any, to the collateral amount due to
    defaulted receivables and dilution allocated to the series and any
 reimbursements of previous reductions to the collateral amount;

- the monthly servicing fee for the series;                       

  - the amount available under the credit enhancement, if any, for the
series or each class of the series;                           

 - the base rate and portfolio yield, each as defined in the related
prospectus supplement for the series;                         

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      - if the series or a class of the series bears interest at a floating or
variable rate, information relating to that rate;             

- for any distribution date during a funding period, the remaining
balance in the prefunding account; and                        

       - for the first distribution date that is on or immediately following the
     end of a funding period, the amount of any remaining balance in the
   prefunding account that has not been used to fund the purchase of
receivables and is being paid as principal on the notes.      

  By January 31 of each calendar year, the indenture trustee will also
provide to each person who at any time during the preceding calendar year was a 
noteholder of record a statement, prepared by the servicer, containing the type 
of information presented in the periodic reports, aggregated for that calendar  
year or the portion of that calendar year that the person was a noteholder,     
together with other information that is customarily provided to holders of debt,
to assist noteholders in preparing their United States tax returns.             

EVIDENCE AS TO COMPLIANCE                                                       

      The pooling and servicing agreement and transfer and servicing agreement
provide that, on or before March 31 of each calendar year, the servicer will    
cause a firm of nationally recognized independent public accountants, who may   
also render other services to the servicer or to us, to furnish to the indenture
trustee for the prior calendar year:                                            

- a copy of the report required by 12 C.F.R. sec.363.3(b) (or any 
     comparable successor regulation), to the effect that, in accordance
     with attestation standards established by the American Institute of
     Certified Public Accountants, such firm has examined the servicer's
     assertion that it maintained effective internal accounting controls
  during the preceding calendar year, and that such firm is of the
        opinion that the servicer's assertion is fairly stated in all material
respects, based on the criteria established in "Internal      
      Control--Integrated Framework" issued by the Committee of Sponsoring
     Organizations of the Treadway Commission. Unless otherwise provided
      with respect to any series in the related supplement, a copy of such
         report may be obtained by any noteholder by a request in writing to the
  indenture trustee at the address set forth in the indenture; and

      - a report (or reports) prepared using attestation standards established
   by the American Institute of Certified Public Accountants, to the
   effect that they have examined the servicer's assertions for each
         outstanding series made pursuant to the pooling and servicing agreement
   or transfer and servicing agreement, as applicable, regarding the
   monthly reports required to be delivered by the servicer and have
  concluded that such assertions are fairly stated in all material
    respects, except for such exceptions as shall be set forth in such
      report. A copy of such report may be obtained by any noteholder by a
         request in writing to the indenture trustee at the address set forth in
the indenture.                                                

      The pooling and servicing agreement and transfer and servicing agreement
provide for delivery to the indenture trustee on or before March 31 of each     
calendar year, of a statement signed by an officer of the servicer. That        
statement will state that, to the best of that officer's knowledge, the servicer
has fully performed its obligations in all material respects under those        
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documents throughout the preceding calendar year or, if there has been a default
in the performance of any obligation, specifying the nature and status of that  
default.                                                                        

      Copies of all of these statements, certificates and reports furnished to
the indenture trustee may be obtained by a request in writing delivered to the  
indenture trustee.                                                              

AMENDMENTS                                                                      

     The transfer and servicing agreement may be amended by us, the servicer
and the issuer, without the consent of the indenture trustee or the noteholders 
of any series to cure any ambiguity, to correct or supplement any provisions of 
the agreement that are inconsistent with any other provisions of the agreement  
or to add any other provisions concerning matters or questions raised under the 
agreement that are not inconsistent with the provisions of the agreement, so    
long as the amendment does not adversely affect in any material respect the     
interests of any noteholder. In addition, the transfer and servicing agreement  
may be amended by us, the servicer and the issuer, without the consent of the   
indenture trustee or the noteholders of any series, on the following conditions:

(1)   we deliver to the owner trustee and the indenture trustee a 
   certificate of an authorized officer stating that, in our
reasonable belief, the amendment will not:            

            (a)   result in the occurrence of a pay out event or an event of
default; or                             

         (b)   materially and adversely affect the amount or timing of
                distributions to be made to noteholders of any series or
class; and                              

      (2)   each rating agency confirms that the amendment will not impair its
rating of any outstanding series or class of notes.   

       The transfer and servicing agreement will also be amended by the servicer
and the issuer at our direction, without the consent of the indenture trustee,  
the noteholders of any series or the credit enhancement providers for any series
to add, modify or eliminate any provisions necessary or advisable in order to   
enable the issuer or any portion of the issuer to (1) qualify as, and to permit 
an election to be made for the issuer to be treated as, a "financial asset      
securitization investment trust" under the Internal Revenue Code and (2) avoid  
the imposition of state or local income or franchise taxes on the issuer's      
property or its income. However, we may not amend the transfer and servicing    
agreement as described in this paragraph unless each rating agency confirms that
the amendment will not impair its rating of any outstanding series or class of  
notes.                                                                          

       The amendments that we may make without the consent of the noteholders of
any series or the credit enhancement providers for any series may include the   
addition or sale of receivables in the trust portfolio.                         

 The transfer and servicing agreement may also be amended by us, the
servicer and the issuer with the consent of noteholders holding more than       
66 2/3% of the then-outstanding principal balance of the notes of each series   
affected by the amendment and the owner trustee and/or indenture trustee, if it 
affects their respective rights, duties, protections, indemnities, immunities or
obligations under the indenture, must consent to such amendment.                

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However, no amendment may occur if it:                            

(1)   reduces the amount of, or delays the timing of:             

            (a)   any distributions to be made to noteholders of any series or
deposits of amounts to be distributed; or 

  (b)   the amount available under any credit enhancement,

      (2)   changes the definition of or manner of calculating the interest of
any noteholder; or                                    

      (3)   reduces the percentage of the outstanding principal balance of the
notes required to consent to any amendment;           

in each case, without the consent of each affected noteholder.                  

   In no event may any amendment to the transfer and servicing agreement
adversely affect in any material respect the interests of any credit enhancement
provider without the consent of that credit enhancement provider.               

THE INDENTURE 

     We have summarized the material terms of the indenture below and in the
description of the notes above. The summary is not complete and is qualified in 
its entirety by reference to the indenture.                                     

EVENTS OF DEFAULT; RIGHTS UPON EVENT OF DEFAULT                                 

  An event of default will occur under the indenture for any series of
notes upon the occurrence of any of the following events:                       

     (1)   the issuer fails to pay principal when it becomes due and payable
on the final maturity date for that series of notes;  

   (2)   the issuer fails to pay interest on any notes on a distribution
             date on which such interest is scheduled to be paid and the default
continues for a period of 35 days;                    

      (3)   bankruptcy, insolvency, conservatorship, receivership, liquidation
or similar events relating to the issuer;             

    (4)   the issuer fails to observe or perform any covenant or agreement
            made in the indenture in respect of the notes of that series, and:

          (a)    the failure continues, or is not cured, for 60 days after
               notice to the issuer by the indenture trustee or to the
                    issuer and the indenture trustee by noteholders representing
                at least 25% of the then-outstanding principal amount of
that series of notes; and               

             (b)    as a result, the interests of the noteholders are materially
                 and adversely affected, and continue to be materially and
       adversely affected during the 60-day period; or

      (5)   any additional event specified in the indenture supplement related
to that series.                                       

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    An event of default will not occur if the issuer fails to pay the full
principal amount of a note on its expected principal payment date.              

An event of default with respect to one series of notes will not  
necessarily be an event of default with respect to any other series of notes.   

       If an event of default referred to in clause (1), (2) or (4) above occurs
and is continuing with respect to any series of notes, the indenture trustee or 
noteholders holding more than 50% of the then-outstanding principal balance of  
the notes of the affected series may declare all of the notes of that series to 
be immediately due and payable. If an event of default referred to in clause (3)
above occurs and is continuing, the unpaid principal and interest due on all    
outstanding notes will automatically become due and payable. Before a judgment  
or decree for payment of the money due has been obtained by the indenture       
trustee, noteholders holding more than 50% of the then-outstanding principal    
balance of the notes of that series may rescind and annul the declaration of    
acceleration and its consequences if:                                           

         (a)   the issuer has paid or deposited with the indenture trustee a
                 sum sufficient to pay (i) all principal and interest due on the
             notes, and all other amounts, that would then be due if the
          event of default giving rise to the acceleration had not
               occurred, plus (ii) all amounts then payable to the indenture
trustee; and                                  

         (b)   all events of default (other than nonpayment of the principal
               of the notes that has become due solely by such acceleration)
have been cured or waived.                    

   If an event of default occurs, the indenture trustee will be under no
obligation to exercise any of the rights or powers under the indenture if       
requested or directed by any of the holders of the notes of the affected series 
if:                                                                             

     (1)   the indenture trustee, after being advised by counsel, determines
            that the action it is directed to take is in conflict with rule of
law or the indenture;                                 

     (2)   the indenture trustee determines in good faith that the requested
      actions would be illegal or involve the indenture trustee in
          personal liability or be unjustly prejudicial to noteholders not
making the request or direction; or                   

       (3)   the indenture trustee reasonably believes it will not be adequately
             indemnified against the costs, expenses and liabilities which might
     be incurred by it in complying with the action so directed.

Subject to these limitations, noteholders representing more than 50% of the     
then-outstanding principal balance of the notes of the affected series will have
the right to direct the time, method and place of conducting any proceeding for 
any remedy available to the indenture trustee with respect to such series if an 
event of default has occurred and is continuing. Prior to the declaration of the
acceleration of the maturity of the notes of the affected series, the           
noteholders representing not less than 66 2/3% of the then-outstanding principal
balance of each class of the notes of the affected series may also waive any    
default with respect to the notes, except a default in the payment of principal 
or interest of any note of such series or a default relating to a covenant or   
provision of the indenture that cannot be modified or amended without the waiver
of each affected noteholder.                                                    
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After acceleration of a series of notes, principal collections and
finance charge collections allocated to those notes will be applied first, to   
pay any amounts due to the indenture trustee pursuant to the indenture, and     
second, to make monthly principal and interest payments on the notes until the  
earlier of the date the notes are paid in full or the final maturity date of the
notes. Funds in the collection account, the excess funding account and the other
trust accounts for an accelerated series of notes will be applied on the next   
distribution date to pay principal of and interest on those notes.              

      The indenture trustee will have a lien on the collateral for those notes
for its unpaid fees and expenses that ranks senior to the lien of those notes on
the collateral.                                                                 

       In general, the indenture trustee will enforce the rights and remedies of
the holders of accelerated notes. However, noteholders will have the right to   
institute any proceeding with respect to the indenture if the following         
conditions are met:                                                             

 - the noteholder or noteholders have previously given the indenture
trustee written notice of a continuing event of default;      

      - the noteholders representing not less than 25% of the then-outstanding
       principal balance of each affected series have made a written request
 of the indenture trustee to institute a proceeding as indenture
trustee;                                                      

- the noteholders offer to the indenture trustee indemnification  
   satisfactory to it against the costs, expenses and liabilities of
instituting a proceeding;                                     

    - the indenture trustee has not instituted a proceeding within 60 days
after receipt of the request and offer of indemnification; and

     - during the 60-day period following receipt of the written request and
      offer of indemnification, no direction inconsistent with the request
 has been given by noteholders representing more than 25% of the
  then-outstanding principal balance of the notes of each affected
series.                                                       

    If the indenture trustee receives conflicting or inconsistent requests
and indemnity from two or more groups of noteholders of any affected series,    
each representing no more than 50% of the then-outstanding principal balance of 
that series, the indenture trustee in its sole discretion may determine what    
action, if any, will be taken, notwithstanding any other provisions of the      
indenture.                                                                      

    Each holder of a note will have an absolute and unconditional right to
receive payment of the principal of and interest in respect of that note as     
principal and interest become due and payable, and to institute suit for the    
enforcement of any payment of principal and interest then due and payable and   
those rights may not be impaired without the consent of that noteholder.        

If any series of notes has been accelerated following an event of 
default, and the indenture trustee has not received any valid directions from   
those noteholders, the indenture trustee may, but is not required to, elect to  
maintain possession of the portion of the trust assets that secures those notes 
and apply distributions on the trust assets to make payments on those notes to  
the extent funds are available.                                                 

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      Subject to the provisions of the indenture relating to the duties of the
indenture trustee, if any series of notes has been accelerated following an     
event of default, the indenture trustee may:                                    

       - institute proceedings in its own name and as trustee for the collection
    of all amounts then payable on the notes of the affected series or
under the indenture with respect to such series; or           

       - take any other appropriate action to protect and enforce the rights and
       remedies of the indenture trustee and the noteholders of the affected
series.                                                       

Subject to the conditions described in the following sentence, the
indenture trustee also may cause the trust to sell principal receivables in an  
amount equal to the collateral amount for the series of accelerated notes,      
together with related finance charge receivables. Before exercising this remedy,
the indenture trustee must receive an opinion of counsel to the effect that     
exercise of this remedy complies with applicable federal and state securities   
laws and one of the following conditions must be satisfied:                     

     - receipt by the indenture trustee of the consent of all noteholders of
the affected series;                                          

- determination by the indenture trustee that any proceeds from   
   exercising the remedy will be sufficient to discharge in full all
        principal and interest due on the accelerated notes, and the indenture
         trustee obtains the consent of noteholders holding more than 50% of the
then-outstanding principal balance of the affected series; or 

       - determination by the indenture trustee that the assets may not continue
 to provide sufficient funds for the payment of principal of and
        interest on those notes as they would have become due if the notes had
        not been accelerated, and the indenture trustee obtains the consent of
        noteholders holding at least 66 2/3% of the then-outstanding principal