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 

Document Table of Contents

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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]