S-1/A

As Filed with the Securities and Exchange Commission on May 28, 2004

Registration Statement No. 333-113957, 333-113957-01, 333-113957-02, 333-113957-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 ON FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MELLON BANK, N.A.

(Originator of Mellon Bank Premium Finance Loan Master Trust described herein)

(Exact Name of Registrant as Specified in Its Charter)

United States	6189	25-0659306
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Classification Code Number)	(I.R.S. Employer Identification Number)

One Mellon Center

Pittsburgh, Pennsylvania 15258

(412) 234-5000

(Address and telephone number of registrant’s principal executive offices)

MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST

(Exact Name of Registrant as Specified in Its Charter)

New York	6189	51-0015912
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Classification Code Number)	(I.R.S. Employer Identification Number)

One Mellon Center

Pittsburgh, Pennsylvania 15258

(412) 234-5000

(Address and telephone number of registrant’s principal executive offices)

MELLON PREMIUM FINANCE LOAN OWNER TRUST

(Exact Name of Registrant as Specified in Its Charter)

Delaware	6189	51-6522553
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Classification Code Number)	(I.R.S. Employer Identification Number)

One Mellon Center

Pittsburgh, Pennsylvania 15258

(412) 234-5000

(Address and telephone number of registrant’s principal executive offices)

MELLON BANK PFL MASTER NOTE TRUST

(Exact Name of Registrant as Specified in Its Charter)

Delaware	6189	51-6522553
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Classification Code Number)	(I.R.S. Employer Identification Number)

One Mellon Center

Pittsburgh, Pennsylvania 15258

(412) 234-5000

(Address and telephone number of registrant’s principal executive offices)

Carl Krasik, Esq.

MELLON BANK CORPORATION

Suite 1910

500 Grant Street

Pittsburgh, Pennsylvania 15258-0001

(412) 234-5222

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code of Registrant’s Agent for Service)

Copies to:

Robert K. Morris, Esq. Reed Smith LLP 435 Sixth Avenue Pittsburgh, Pennsylvania 15219 (412) 288-3131 Reed D. Auerbach, Esq. McKee Nelson LLP 5 Times Square, 35^th Floor New York, New York 10036 (917) 777-4400

Approximate date of proposed sale to public: From time to time on or after the effective date of this registration statement, as determined by market conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Asset-Backed Securities	$	500,000,000	100	%	$	500,000,000	$	63,350
Master Collateral Certificate (2)		—	—			—		—
TOTAL	$	500,000,000	100	%	$	500,000,000	$	63,350	(3)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) No additional consideration will be paid by the purchasers of the Master Collateral Certificate, which is pledged as security for the Asset-Backed Securities.

(3) $126.70 of which has been previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 on Form S-1 to the Registration Statement (this “Registration Statement”) contains a Prospectus relating to a public offering by Mellon Bank PFL Master Note Trust of $500,000,000 aggregate principal amount of Mellon Bank PFL Master Note Trust Asset-Backed Notes, Series 2004-1. The Prospectus relating to the Notes follows immediately after this Explanatory Note.

The information in this prospectus is preliminary and is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which that offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that State.

SUBJECT TO COMPLETION DATED MAY 28, 2004

$500,000,000

Asset-Backed Notes, Series 2004-1

Mellon Bank PFL Master Note Trust

Issuer

Mellon Bank, N.A.

Receivables Seller

AFCO Credit Corporation

AFCO Acceptance Corporation

Receivables Originators and Servicers

The issuer will issue—
	Class A Notes	Class B Notes	Class C Notes
Principal Amount	$467,000,000	$20,310,000	$12,690,000
Interest Rate	Three-month LIBOR plus     % annually	Three-month LIBOR plus     % annually	Three-month LIBOR plus     % annually
First Interest Payment Date	September 15, 2004	September 15, 2004	September 15, 2004
Expected Principal Payment Date	June 15, 2007	June 15, 2007	June 15, 2007
Legal Maturity Date	June 15, 2009	June 15, 2009	June 15, 2009
$7,614,000 principal amount of Class D notes will also be issued, but the Class D notes are not offered hereby.
Issuer assets—
The primary source of payment for the notes is a master collateral certificate representing an undivided interest in a revolving pool of insurance premium finance agreements originated or acquired by AFCO Credit Corporation or AFCO Acceptance Corporation and owned by a pre-existing master trust.
	Price to Public	Underwriting Discount	Proceeds to Seller
Class A Notes	%	%	%
Class B Notes	%	%	%
Class C Notes	%	%	%
Total	$	$	$

Neither the Securities and Exchange Commission nor any state securities commission has approved the notes or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

We expect that the notes will be offered globally and delivered in book-entry form on or about                     , 2004 through the facilities of The Depository Trust Company, Clearstream Banking, société anonyme, or the Euroclear System.

Underwriters of the Notes:
Citigroup	Mellon Financial Markets, LLC
The date of this prospectus is                 , 2004.

Consider carefully the risk factors beginning

on page 15 of this 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 or instrumentality.

The notes are obligations of the issuer only and do not represent interests in

or obligations of the transferor, trust I, Mellon Bank, N.A., AFCO Credit Corporation, AFCO Acceptance Corporation

or any of their affiliates.

Important Notice about Information Presented in this Prospectus

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different or additional information. We are not offering the notes in any state where the offer is not permitted.

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

Parts of this prospectus use defined terms. You can find a listing of the pages where definitions can be found under the caption “Index of Terms” beginning on page 110 in this prospectus.

TABLE OF CONTENTS

TRANSACTION SUMMARY	1
PROSPECTUS SUMMARY	2
STRUCTURAL OVERVIEW	2
TRANSACTION PARTIES	3
Issuer	3
Indenture Trustee	3
Trust I	3
Transferor	3
Seller of the Receivables	3
Master Servicer	3
Originators and Servicers	3
Trustee of Trust I	3
THE OFFERED NOTES	3
Note Interest	3
Principal	4
Events of Default	5
Sources of Funds to Pay the Notes	5
OTHER SECURITIES	6
The Class D Notes	6
INTERESTS IN THE ISSUER	6
Additional Series of Notes	6
Nominal Liquidation Amount	6
ALLOCATION OF ISSUER ASSETS	6
Diagram of Allocation Structure	7
CREDIT ENHANCEMENT	7
TRUST I ASSETS	7
RECEIVABLES	8
General	8
Additional Receivables	8
APPLICATION OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES	8
Diagram of Application of Collections of Finance Charge Receivables	8
Shared Finance Charge Collections	9
APPLICATION OF COLLECTIONS OF PRINCIPAL RECEIVABLES	9
Diagram of Application of Collections of Principal Receivables	9
Shared Principal Collections	11
SERVICING FEE	11
OPTIONAL REDEMPTION	11
TERMINATION OF TRUST I	11

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DENOMINATIONS	11
REGISTRATION, CLEARANCE AND SETTLEMENT	11
TAX STATUS	12
ERISA CONSIDERATIONS	12
NOTE RATINGS	12
CUSIP/ISIN/COMMON CODES	12
APPLICATION OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES	13
APPLICATION OF COLLECTIONS OF PRINCIPAL RECEIVABLES	14
RISK FACTORS	15
BUSINESS OF THE ORIGINATORS	23
General	23
Premium Finance Loan Origination; Collection Policy	24
Premium Finance Loan Underwriting Procedures	25
Regulation of Premium Finance Lending Activities	26
Master Servicer and Servicers	27
THE TRUST I RECEIVABLES	27
USE OF PROCEEDS	40
DESCRIPTION OF THE NOTES	40
General	40
Book-Entry Registration	40
Definitive Notes	43
Interest Payments	44
Stated Principal Amount, Outstanding Principal Amount and Nominal Liquidation Amount	47
Final Payment of the Notes; Optional Repurchase	48
Issuances of New Series of Notes	48
Payments on Notes; Paying Agent	50
Denominations	51
Record Date	51
Governing Law	51
SOURCES OF FUNDS TO PAY THE NOTES	51
The Master Collateral Certificate	51
Issuer Accounts	52
Limited Recourse to the Issuer; Security for the Notes	53
DEPOSIT AND APPLICATION OF FUNDS	53
Series 2004-1 Available Funds	53
Application of Available Funds	54
Targeted Deposits of Available Funds to the Interest Funding Account	54
Allocation to Interest Funding Subaccounts	55
Allocations of Reductions from Defaulted Amounts and Reallocations of Available Principal Amounts	55
Allocations of Reimbursements of Nominal Liquidation Amount Deficits	56
Series 2004-1 Available Principal Amounts	56
Application of Available Principal Amounts	57
Targeted Deposits of Available Principal Amounts to the Principal Funding Account	57
Allocation to Principal Funding Subaccounts	58
Withdrawals from Interest Funding Subaccounts	59

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Withdrawals from Principal Funding Account	59
Targeted Deposits to the Class C Reserve Account	59
Withdrawals from the Class C Reserve Account	60
Targeted Deposits to the Accumulation Reserve Account	61
Withdrawals from the Accumulation Reserve Account	62
Shared Finance Charge Collections	62
Shared Principal Collections	62
Paired Series	63
Pro Rata Payments Within a Class	63
THE INDENTURE	63
Indenture Trustee	63
Issuer Covenants	63
Early Redemption Events	64
Events of Default	68
Events of Default Remedies	68
Meetings	69
Voting	70
Amendments to the Indenture and Indenture Supplements	70
Tax Opinions for Amendments	72
Addresses for Notices	72
Issuer’s Annual Compliance Statement	73
Indenture Trustee’s Annual Report	73
List of Noteholders	73
Reports to Noteholders	73
DESCRIPTION OF TRUST I AND THE MASTER COLLATERAL CERTIFICATE	74
General	75
Investor Certificates	75
Investor Percentage	75
Trust I Termination	76
Transfer and Assignment of Receivables	76
Representations and Warranties; Reassignment of Receivables	77
Certain Covenants	79
Eligible Receivables	81
Insurer Concentration Limits	84
Trust I Pay-Out Events	84
Collection and Other Servicing Procedures	84
Trust I Accounts	84
Excess Funding Account	86
Allocation Percentages	86
Monthly Deposits	88
Shared Excess Finance Charge Collections	88
Shared Principal Collections	89
Servicing Compensation, Back-Up Servicing Compensation and Payment of Expenses	89
Certain Matters Regarding the Transferor and the Servicer	89
Servicer Default	91
Information Available Electronically	92
Evidence as to Compliance	92
Amendments	92
List of Certificateholders	93
The Transferor	93
The Trust I Trustee	94
DESCRIPTION OF THE RECEIVABLES PURCHASE AGREEMENTS	94
Purchases of Receivables	94
Representations and Warranties	94

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Certain Covenants	95
Purchase Termination	95
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES	95
Transfer of Receivables	95
Certain Matters Relating to Insolvency and Bankruptcy	96
Lack of Perfected Security Interests in Certain Unearned Premiums	98
U.S. FEDERAL INCOME TAX CONSEQUENCES	98
General	98
Characterization of the Notes as Indebtedness	99
Taxation of Interest Income of Note Owners	99
Sale of a Note	101
Tax Characterization of Trust	102
Possible Classification of the Transaction as a Partnership or as an Association Taxable as a Corporation	102
Foreign Investors	103
Information Reporting and Backup Withholding	104
STATE AND LOCAL TAXATION	104
ERISA CONSIDERATIONS	104
General	104
Purchases of the Notes	105
UNDERWRITING	107
LEGAL MATTERS	108
REPORTS TO NOTEHOLDERS	108
WHERE YOU CAN FIND MORE INFORMATION	108
INDEX OF TERMS	110
ANNEX I: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES	I-1
ANNEX II: OTHER SERIES OF TRUST I CERTIFICATES	II-1

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TRANSACTION SUMMARY

Issuer:	Mellon Bank PFL Master Note Trust
Indenture Trustee:	Wells Fargo Bank, N.A.
Trust I:	Mellon Bank Premium Finance Loan Master Trust
Transferor:	Mellon Premium Finance Loan Owner Trust
Seller:	Mellon Bank, N.A.
Receivables Originators and Servicers:	AFCO Credit Corporation, AFCO Acceptance Corporation
Master Servicer:	Mellon Bank, N.A.
Closing Date:	June     , 2004
Clearance and Settlement:	DTC/Clearstream/Euroclear
Primary Issuer Assets:	Master collateral certificate
Primary Trust I Assets:	Insurance premium finance loans
Annual Servicing Fee Rate:	0.50%

	Class A Notes	Class B Notes	Class C Notes
Initial Principal Amount:	$467,000,000	$20,310,000	$12,690,000
Anticipated Ratings: (S&P/Moody’s)	AAA/Aaa	A/A2	BBB/Baa2
Credit Enhancement:	8% subordination of the Class B Notes, the Class C Notes and the Class D Notes	4% subordination of the Class C Notes and the Class D Notes	1.5% subordination of the Class D Notes and the Class C Reserve Account
Interest Rate:	Three-month LIBOR plus         %	Three-month LIBOR plus         %	Three-month LIBOR plus         %
Interest Accrual Method:	Actual/360	Actual/360	Actual/360
Interest Payment Dates:	Quarterly, on the 15th day of March, June, September and December(1)	Quarterly, on the 15th day of March, June, September and December(1)	Quarterly, on the 15th day of March, June, September and December(1)
Interest Rate Index Reset Date:	Two business days before each interest payment date	Two business days before each interest payment date	Two business days before each interest payment date
First Interest Payment Date:	September 15, 2004	September 15, 2004	September 15, 2004
Expected Principal Payment Date:	June 15, 2007	June 15, 2007	June 15, 2007
Legal Maturity Date:	June 15, 2009	June 15, 2009	June 15, 2009

⁽¹⁾ If the 15th of any month is not a business day, then interest will be paid on the first business day following that date.

PROSPECTUS SUMMARY

This prospectus summary highlights selected information from this prospectus to aid your understanding and does not contain all of the information that you need to consider in making your investment decision. It is qualified by the full description of the information contained in this prospectus. To understand all of the terms of the offering of the notes, you should read carefully this entire prospectus.

You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption “Index of Terms” beginning on page 110 of this prospectus.

STRUCTURAL OVERVIEW

The issuer of the notes, Mellon Bank PFL Master Note Trust, is a newly established business trust formed for the purpose of (i) issuing the Series 2004-1 notes offered hereunder and additional series of notes and (ii) purchasing the master collateral certificate to serve as collateral for the issuer’s notes.

The primary asset of the issuer will be the master collateral certificate issued by Mellon Bank Premium Finance Loan Master Trust, referred to in this prospectus as trust I. The assets of trust I consist primarily of a revolving pool of insurance premium finance loans, which are agreements between one of AFCO Credit Corporation or AFCO Acceptance Corporation, the originators of the agreements, and commercial borrowers to finance the payment of insurance premiums on insurance policies pursuant to which the borrowers are the insureds. The master collateral certificate represents an undivided interest – which is called the investor interest – in the assets of trust I. The size of the issuer’s investor interest in trust I will on any day be equal to the sum of the nominal liquidation amounts for each series of the issuer’s notes outstanding on such day.

Principal and interest due on your notes will be paid from collections on the collateral allocated to your notes. Collections will be allocated to the Series 2004-1 notes on any day based on the sum of the nominal liquidation amounts on such day of each of the Class A notes, the Class B notes, the Class C notes and the Class D notes issued under Series 2004-1. The nominal liquidation amount of a class of notes will equal on any day the original principal amount of such class of notes less payments of or accumulation of principal for such class of notes, unreimbursed losses on the assets of the issuer allocated to such class of notes and reallocations of allocable principal collections to pay interest or indenture trustee fee shortfalls. The issuer may issue other series of notes, which will be entitled to an allocation of collections based on the nominal liquidation amount of the notes in such series.

Trust I has issued other series of investor certificates which remain outstanding. For a description of such outstanding certificates, see “Annex II: Other Series of Trust I Certificates.” Collections on trust I’s assets will be allocated among the investor interest of the master collateral certificate, the investor interests of such other series and the interest of Mellon Bank Premium Finance Loan Owner Trust, the transferor of receivables to trust I, in receivables that are not allocated to investor certificates.

The following diagram illustrates the general structure of the transaction.

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TRANSACTION PARTIES

Issuer

• Mellon Bank PFL Master Note Trust, a Delaware trust, will be the issuer of the notes. The owner trustee of the issuer is Chase Manhattan Bank U.S.A., N.A.

Indenture Trustee

• Wells Fargo Bank, N.A. will be the indenture trustee under the indenture for the notes.

Trust I

• Mellon Bank Premium Finance Loan Master Trust.

The issuer’s primary asset will be the master collateral certificate issued by trust I. For a description of the master collateral certificate, see “Sources of Funds to Pay the Notes—The Master Collateral Certificate.” The master collateral certificate represents an undivided interest in the assets of trust I, which consist primarily of a revolving pool of insurance premium finance loans originated or acquired by AFCO Credit Corporation or AFCO Acceptance Corporation. For a description of trust I, see “Description of Trust I and the Master Collateral Certificate.”

Transferor

• Mellon Premium Finance Loan Owner Trust, a Delaware business trust. The owner trustee of the transferor is Chase Manhattan Bank USA, National Association.

The transferor will transfer to trust I premium finance agreements sold to it by the seller.

Seller of the Receivables

• Mellon Bank, N.A.

The seller will transfer to the transferor insurance premium finance agreements sold to it by the originators.

Master Servicer

• Mellon Bank, N.A.

The master servicer‘s responsibilities will be limited, as described under “Description of Trust I and the Master Collateral Certificate – Master Servicer and Servicers.”

Originators and Servicers

• AFCO Credit Corporation.

• AFCO Acceptance Corporation.

AFCO Credit Corporation, a wholly-owned subsidiary of the seller, originates and services insurance premium finance loans throughout the United States except in California and Hawaii. AFCO Acceptance Corporation, a wholly-owned subsidiary of AFCO Credit Corporation, originates and services insurance premium finance loans in California and Hawaii. The two entities are sometimes jointly referred to as “AFCO” in this prospectus. They will service the insurance premium finance loans sold to trust I or the issuer, as applicable.

Trustee of Trust I

• Wells Fargo Bank, N.A.

THE OFFERED NOTES

• The issuer’s Series 2004-1 Class A notes, Class B notes and Class C notes.

Note Interest

• Interest on the Class A notes will generally accrue at an annual rate equal to three-month LIBOR plus         %.

• Interest on the Class B notes will generally accrue at an annual rate equal to three-month LIBOR plus         %.

• Interest on the Class C notes will generally accrue at an annual rate equal to three-month LIBOR plus         %.

Allocation of Interest. Interest on your notes will be deposited into an interest funding account monthly on each distribution date based on the actual number of days elapsed during the month and a year

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of 360 days. Interest generally will be paid to you quarterly on each interest payment date. To determine the actual dollar amount of interest payable on any distribution date, you must multiply:

• the actual number of days elapsed in the applicable monthly interest period divided by 360;

• the interest rate applicable to your notes for the monthly interest period; and

• the outstanding principal balance of your notes at the end of the preceding calendar month, or, in the case of the first distribution date, on the closing date.

A “distribution date” will occur on the fifteenth day of each month, or if that day is not a business day, on the immediately following business day. The first distribution date will be July 15, 2004.

A “monthly interest period” is the actual number of days elapsed from and including the previous distribution date and to but excluding the applicable distribution date. The first monthly interest period will begin on and include the closing date on June     , 2004, and end on but exclude July 15, 2004, the first distribution date.

An “interest payment date” will occur on the 15^th day of each March, June, September and December, or if that day is not a business day, on the immediately following business day.

Interest Under Rapid Note Amortization Period. Under certain limited circumstances, an early redemption event may occur, in which case interest will be paid to you monthly on each distribution date at the following interest rates:

• Interest on the Class A notes will accrue at an annual rate equal to one-month LIBOR plus          %.

• Interest on the Class B notes will accrue at an annual rate equal to one-month LIBOR plus          %.

• Interest on the Class C notes will accrue at an annual rate equal to one-month LIBOR plus          %.

We refer you to “Description of the Notes—Interest Payments” for additional information on interest owed to you with respect to your Notes.

Overdue Interest. Any overdue interest at the applicable interest rate for your notes, together with additional interest at the applicable note rate, will also be payable to you.

We refer you to “Description of the Notes—Interest Payments” and “Deposit and Application of Funds—Application of Available Funds” for further information.

Principal

Principal on the notes is expected to be paid in full on the June 2007 distribution date (the “expected principal payment date“). However, no principal allocations will be distributed to the Class B noteholders until the outstanding principal balance of the Class A notes has been reduced to zero, and no principal allocations will be distributed to the Class C noteholders until the outstanding principal balance of the Class B notes has been reduced to zero.

Principal of the notes may be paid earlier or later than the expected principal payment date. You will not be entitled to any premium for early or late payment of principal. If specified adverse events known as payout events occur, principal may be paid earlier than expected. If collections of receivables are less than expected or are collected more slowly than expected, then principal payments may be delayed or reduced. If the notes are not paid in full on the expected principal payment date, collections of principal receivables allocated to the master collateral certificate will continue to be used to pay principal on the notes until the notes are paid in full or until June 15, 2009, whichever occurs first. June 15, 2009, is the legal maturity date for the notes.

Revolving Period. Beginning on the closing date, we will begin a note revolving period, during which time no collections of principal allocated to the master collateral certificate will be accumulated or paid to you. The note revolving period ends on the earlier to begin of:

• the note accumulation period; and

• the rapid note amortization period.

Note Accumulation Period. We are scheduled to enter a note accumulation period at the close of

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business on August 30, 2006, during which time we will begin accumulating collections of principal receivables allocated to the master collateral certificate for the payment of principal on the notes. The issuer may postpone the date on which the note accumulation period begins, as described under “Deposit and Application of Funds—Targeted Deposits of Available Principal Amounts to the Principal Funding Account—Budgeted Deposits.”

Rapid Note Amortization Period. An early redemption event (which includes a Pay-Out Event) will trigger the commencement of a rapid note amortization period. During a rapid note amortization period, you will receive payments of principal collections allocated to the master collateral certificate monthly on each distribution date. If an early redemption event occurs:

• principal may be paid on your notes earlier than anticipated; or

• principal may be paid on your notes later than expected; or

• you may not receive the entire amount of your principal.

We refer you to “The Indenture—Early Redemption Events” on page 64 for additional information on early redemption events.

Events of Default

The documents that govern the terms and conditions of the notes include a list of adverse events known as events of default.

Events of default for any series or class of notes include the following:

• the issuer’s failure, for a period of 35 days, to pay interest upon such notes when such interest becomes due and payable;

• the issuer’s failure to pay the principal amount of such notes on the applicable legal maturity date;

• the issuer’s default in the performance, or breach, of any other of its covenants or warranties in the indenture for a period of 60 days after either the indenture trustee or the holders of 25% of the aggregate outstanding principal amount of the outstanding notes of the affected series or class has provided written notice requesting remedy of such breach, and, as a result of such default, the interests of the related noteholders are materially and adversely affected and continue to be materially and adversely affected during the 60 day period; and

• the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership of the issuer.

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 occurs and the notes are accelerated, the indenture trustee may, and if either (i) 100% of the noteholders consent to such sale, (ii) the indenture trustee determines that the proceeds of such sale would be sufficient to pay all interest and principal due on the notes or (iii) if a payment default has occurred, the holders of 66 ²/3% of the aggregate outstanding principal amount of each class of notes consent, will, sell the portion of the master collateral certificate securing the notes. The Class D notes will not be permitted to vote with respect to the exercise of default remedies. Upon the sale of such portion of the master collateral certificate, the nominal liquidation amount of the notes will be reduced to zero. See “The Indenture—Events of Default” and “—Events of Default Remedies.”

Sources of Funds to Pay the Notes

The issuer will have the following sources of funds to pay principal of and interest on the notes:

Master Collateral Certificate. The master collateral certificate is an investor certificate issued as “Series 2004-MC” by trust I to the issuer. It represents an undivided interest in the assets of trust I and will receive finance charge and principal collections and will be allocated losses from trust I in proportion to the issuer’s investor interest in the master collateral certificate. The investor interest in the master collateral certificate will be equal to the sum of the nominal liquidation amounts for each series of the issuer’s notes outstanding as of such date.

Issuer Accounts. The issuer will establish a collection account for the purpose of receiving from trust I collections of finance charge receivables and

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principal receivables with respect to the master collateral certificate and other related amounts.

Each month, distributions with respect to the master collateral certificate will be deposited into the collection account and then be allocated among each class of notes.

OTHER SECURITIES

The Class D Notes

On the closing date, the issuer will also issue the Series 2004-1 Class D notes (the “Class D notes“). The Class D notes are subordinated to the offered notes. As a subordinated interest, the Class D notes are a form of credit enhancement for the offered notes. The Class D notes will not accrue interest. The Class D notes are not being offered under this Prospectus.

INTERESTS IN THE ISSUER

Additional Series of Notes

This is the first series of notes issued by the issuer. The issuer may also issue additional series of notes. The notes of such additional series will also represent an interest in the assets of trust I. The issuer may issue additional series with terms that may be different from any other series without the prior review or consent of any noteholders. The issuer may not issue additional series unless each rating agency confirms its then-current rating on the notes of existing series. The investor interest of the issuer in the master collateral certificate will increase upon each new issuance of notes in an amount equal to the initial principal amount of such newly issued notes. The investor interest in the master collateral certificate will be decreased in an amount equal to any reductions in nominal liquidation amount of any class of notes.

Nominal Liquidation Amount

The nominal liquidation amount represents the portion of the assets of trust I allocated to each class of your notes and to the notes of other series. For ease of explanation, the nominal liquidation amount in this prospectus will refer only to the interest in the assets of trust I represented by your notes. The initial amount of the nominal liquidation amount equals the sum of the initial aggregate principal balances of your notes, and represents trust I assets with respect to principal receivables equal to that amount.

ALLOCATION OF ISSUER ASSETS

Over the life of trust I, collections with respect to the receivables allocated to the master collateral certificate will be allocated based on varying percentages between the nominal liquidation amounts of each series of notes issued by the issuer and further allocated, based on varying percentages, among the Class A nominal liquidation amount, the Class B nominal liquidation amount, the Class C nominal liquidation amount and the Class D nominal liquidation amount. Principal collections distributed to the notes of a series will reduce the outstanding amount of the series nominal liquidation amount and the nominal liquidation amounts of each class of notes in an amount equal to the amount of principal collections distributed to each such class.

In addition to collections, net defaults with respect to the receivables allocated to the master collateral certificate will be allocated, based on varying percentages, to the nominal liquidation amount of each series of notes, and further allocated, based on varying percentages, first, to the Class D nominal liquidation amount until reduced to zero, then to the Class C nominal liquidation amount until reduced to zero, then to the Class B nominal liquidation amount until reduced to zero and then to the Class A nominal liquidation amount until reduced to zero. Net defaults allocated to the nominal liquidation amount will not, however, reduce the outstanding balance of your notes.

Because the nominal liquidation amount will be reduced by net defaults allocated to it with respect to the master collateral certificate, it is possible that the assets allocable to your notes will not be sufficient to pay the full amounts owed on your notes by the legal maturity date.

We refer you to “Sources of Funds to Pay the Notes—The Master Collateral Certificate”.

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Diagram of Allocation Structure

The following diagram illustrates the issuer’s general allocation structure. Please be aware that the diagram does not reflect the relative percentages of collections or other amounts allocated to your notes, the Class D notes or any other outstanding series of notes.

You should refer to the full discussion under “Deposit and Application of Funds” in this prospectus for more detail.

CREDIT ENHANCEMENT

Credit enhancement for the notes is provided by the subordination of the notes in the following order: Class D, Class C, Class B and Class A, with the Class D as the most subordinated class. Additional credit enhancement is provided for the Class C notes by the Class C reserve account.

Subordination of the notes is generally accomplished by reducing net defaults which are allocated to the nominal liquidation amount of a more senior class through reallocation of principal collections allocated to the nominal liquidation amount of a subordinated class and/or the writedown of the nominal liquidation amount of a subordinated class. With respect to your notes, the nominal liquidation amount of all classes of notes subordinated to your notes must be reduced to zero before you would suffer any loss of principal.

We refer you to “Deposit and Application of Funds “ for further information.

TRUST I ASSETS

The assets of trust I consist primarily of premium finance agreements, which are agreements between one of AFCO Credit Corporation or AFCO Acceptance Corporation, the originators of the agreements, and commercial borrowers to finance the payment of insurance premiums on insurance policies pursuant to which the borrowers are the insureds. Premium finance agreements must comply with the laws of one of certain permitted jurisdictions. The assets of trust I are held by the trustee for trust I for the benefit of the certificateholders, including the issuer as holder of the master collateral certificate. The assets of trust I include:

• premium finance agreements already in trust I prior to the closing date;

• premium finance agreements transferred to trust I from time to time following the closing date;

• payments on the premium finance agreements received on and after the date of their transfer to trust I;

• other funds received with respect to the premium finance agreements, including funds received from insurance carriers and insurance guaranty funds representing returns of unearned premiums;

• amounts on deposit in accounts of trust I; and

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• all proceeds of the foregoing and the other assets of trust I.

RECEIVABLES

General

The AFCO premium finance agreements are installment loans that are short term in duration, generally having maturities of one year or less.

The financed insurance policies provide for the payment in advance by the borrower of all premiums payable over the term of the policy, which is typically one year or less. Typically, upon cancellation of a policy or reduction of its premiums prior to its term, the unearned premium must be returned by the insurance carrier to the borrower.

A premium finance agreement generally grants the originator a security interest in the borrower’s right to the return of any unearned premiums from the insurance carrier upon reduction or cancellation of the related insurance policy prior to its expiration. It also generally contains a limited power of attorney granting the originator the right to cancel the insurance policy, in the event of a payment default by the borrower under the premium finance agreement, and the right to collect any unearned premiums from the insurance carrier.

Each originator will assign its security interest and related power of attorney to the seller, which will in turn assign it to the transferor, which will in turn assign it to trust I.

We refer you to “Risk Factors—Failure to perfect a security interest in the right to return of unearned premiums could result in reduced payments to you” and “Certain Legal Aspects of the Receivables—Lack of Perfected Security Interest in Unearned Premiums.”

A premium finance agreement may finance premiums relating to more than one insurance policy and/or from one or more insurance carriers. However, the obligors’ payments under a premium finance agreement are not specifically allocated to the repayment of the financing of the premiums of any particular insurance policy.

The trust I receivables portfolio is subject to certain insurer and obligor concentration limits and other limitations with respect to the receivables that may be transferred to trust I. See “Description of Trust I and the Master Collateral Certificate—Eligible Receivables” and “The Indenture—Early Redemption Events—Trust I Pay-Out Events” on pages 81 and 65, respectively, for a discussion of these limitations.

We refer you to “The Trust I Receivables” for further information.

Additional Receivables

Receivables originated or acquired by the originators after the closing date, called “additional receivables,” that satisfy certain eligibility criteria will be transferred to trust I from time to time. These additional receivables may be of different credit quality than previously transferred receivables. However, the underwriting standards used in originating additional receivables should not vary materially from the underwriting standards applied to the receivables previously transferred to trust I.

APPLICATION OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES

Diagram of Application of Collections of Finance Charge Receivables

Please refer to page 13 of this prospectus for a diagram illustrating how collections of finance charge receivables allocated to the master collateral certificate are generally applied.

The following is a description of the steps illustrated in the diagram:

Step 1: Collections of finance charge receivables are allocated to the master collateral certificate based on the nominal liquidation amount of all series of notes issued by the issuer, and are applied to cover in the following priority:

• the unpaid fees and expenses of the trust I trustee; and

• the portion allocable to the nominal liquidation amount of the servicing fee due to the servicer.

Step 2: Collections of finance charge receivables allocated to the master collateral certificate, less certain trustee and servicer fees described in Step 1 above, are allocated to the Series 2004-1 notes based on the

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nominal liquidation amount of the Series 2004-1 notes, and are applied to cover, in the following priority:

• the unpaid fees and expenses of the indenture trustee;

• the interest payment due to the Class A notes;

• the interest payment due to the Class B notes;

• the interest payment due to the Class C notes;

• the amount of net defaults for the related monthly period allocated to the master collateral certificate which are allocable to the nominal liquidation amount, called the investor default amount. Collections of finance charge receivables allocated to the master collateral certificate which are allocated to cover this amount will thereafter be treated as collections of principal receivables;

• reimbursement of certain reductions in the nominal liquidation amount. Collections of finance charge receivables allocated to the master collateral certificate which are allocated to cover this amount will thereafter be treated as collections of principal receivables;

• amounts required to be deposited in the accumulation reserve account; and

• amounts required to be deposited in the Class C reserve account.

Step 3: Any remaining finance charge collections will be treated as shared finance charge collections.

We refer you to “Description of Trust I and the Master Collateral Certificate—Allocation of Collections,” “—Allocation Percentages,” “Deposit and Application of Funds—Series 2004-1 Available Funds” and “—Application of Available Funds” for more detail.

Shared Finance Charge Collections

To the extent that collections of finance charge receivables are not required to make the payments described in Steps 1 and 2 above, these amounts may be applied to make payments to other series of notes and/or certificates of trust I as shared finance charge collections.

Conversely, you may receive the benefit of collections of finance charge receivables allocable to other series of notes and/or other series of certificates of trust I to the extent they become shared finance charge collections and are not required to make payments with respect to those series of notes or other series of certificates of trust I, respectively.

We refer you to “Deposit and Application of Funds” for further information.

APPLICATION OF COLLECTIONS OF PRINCIPAL RECEIVABLES

Diagram of Application of Collections of Principal Receivables

Please refer to page 14 of this prospectus for a diagram illustrating how collections of principal receivables allocated to the master collateral certificate are generally applied.

The following is a description of the steps illustrated in the diagram:

Step 1: Collections of principal receivables are allocated to the master collateral certificate based on the nominal liquidation amount of all series of notes issued by the issuer.

Step 2: Collections of principal receivables allocated to the master collateral certificate are allocated to the Series 2004-1 notes based on the nominal liquidation amount of the Series 2004-1 notes. Such collections which are allocated to the Class D nominal liquidation amount, Class C nominal liquidation amount and the Class B nominal liquidation amount may be reallocated and made available to pay certain amounts due to the Class A notes that have not been paid from collections of finance charge receivables. Once these amounts have been paid, collections of principal receivables allocated to the Class D nominal liquidation amount and Class C nominal liquidation

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amount also provide the same type of protection to the Class B nominal liquidation amount. Once these amounts have been paid, the Class D nominal liquidation amount also provides the same type of protection to the Class C nominal liquidation amount and to the servicer.

Step 3: During the note revolving period, collections of principal receivables not used in Step 2 are, if necessary, combined with shared principal collections from other series, to the extent available, and treated as collections available to pay principal.

Step 4: Principal collections allocated to the master collateral certificate may be paid, or accumulated and then paid, to you as payments of principal. The amount, priority and timing of your principal payments, if any, depend on whether your series is in the note revolving period, note accumulation period or rapid note amortization period, as described below.

• During the note revolving period, trust I will neither pay principal on the Class A notes, the Class B notes, the Class C notes, or the Class D notes, nor accumulate it in a trust account for your benefit. Instead, trust I will, subject to certain limitations, share principal collections with other series of notes or with trust I for payments due to other series of certificates, pay these amounts to the transferor or deposit them into an excess funding account. The note revolving period is scheduled to end at the close of business on August 30, 2006, or such later date as described under “Deposit and Application of Funds—Targeted Deposits of Available Principal Amounts to the Principal Funding Account—Budgeted Deposits”.

• The note accumulation period is scheduled to begin at the close of business on August 30, 2006, but may, under certain circumstances, be postponed. During the note accumulation period, principal collections allocated to the master collateral certificate will generally be accumulated in a trust account and paid first to the Class A noteholders on the expected principal payment date until the Class A nominal liquidation amount has been reduced to zero, second, to the Class B noteholders on the expected principal payment date until the Class B nominal liquidation amount has been reduced to zero, third, to the Class C noteholders on the expected principal payment date until the Class C nominal liquidation amount has been reduced to zero, and fourth, to the Class D noteholders on the expected principal payment date until the Class D nominal liquidation amount has been reduced to zero.

• At any time during the note revolving period or the note accumulation period, an early redemption event may occur, in which case, a rapid note amortization period will commence. During a rapid note amortization period, principal collections allocated to the master collateral certificate which are allocated to the nominal liquidation amount, including any amounts accumulated during the note accumulation period, if applicable, will be paid first to the Class A noteholders until the Class A nominal liquidation amount has been reduced to zero and then, to the Class B noteholders until the Class B nominal liquidation amount has been reduced to zero and then, to the Class C noteholders until the Class C nominal liquidation amount has been reduced to zero and then to the Class D noteholders until the Class D nominal liquidation amount has been reduced to zero.

The early redemption events for your series are listed under “The Indenture—Early Redemption Events” in this prospectus.

All periods will end on the legal maturity date, whether or not any of the Class A nominal liquidation amount, the Class B nominal liquidation amount, the Class C nominal liquidation amount, or the Class D nominal liquidation amount have been reduced to zero. On the legal maturity date, the outstanding principal amount of the Class A notes, the Class B notes, the Class C notes and the Class D notes will be due and payable in full.

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Shared Principal Collections

To the extent that collections of principal receivables allocated to the master collateral certificate are not necessary to make payments to the nominal liquidation amount or deposits to the principal funding account, these amounts may be applied as shared principal collections on the master collateral certificate to cover principal shortfalls on other series of notes and/or trust I certificates or paid to the transferor.

The payment of shared principal collections to other series of notes, trust I certificates or to the transferor will not reduce the nominal liquidation amount.

In addition, you may receive or the issuer as holder of the master collateral certificate, may receive, the benefit of collections of principal receivables and certain other amounts allocable to other series of notes or other series of certificates of trust I, to the extent they are not necessary to make payments or deposits with respect to those series of notes or other series of certificates of trust I, respectively.

We refer you to “Deposit and Application of Funds” for more detail.

SERVICING FEE

The servicer for the assets of trust I will receive an annual servicing fee of 0.50% on a monthly basis as compensation for the servicing of the receivables and other assets of trust I. A portion of this fee will be allocable to the master collateral certificate based on the nominal liquidation amount of the outstanding notes of all series.

Please refer to the diagram at the end of this prospectus summary for an overview of the priority of payment of these amounts.

We refer you to “Description of Trust I and the Master Collateral Certificate—Servicing Compensation, Back-Up Servicing Compensation and Payment of Expenses” for further information.

OPTIONAL REDEMPTION

If certain conditions are met, AFCO Credit Corporation, in its capacity as servicer, may, at its option, direct the issuer to redeem the Series 2004-1 notes in whole but not in part on any day on or after which the nominal liquidation amount equals $50,761,400 or less (10% of the initial nominal liquidation amount).

The repurchase price will equal the sum of the outstanding principal balance plus all accrued and unpaid interest on the Class A notes, the Class B notes, the Class C notes and the Class D notes through the day preceding the distribution date on which the optional repurchase occurs.

We refer you to “Description of Trust I and the Master Collateral Certificate—Trust I Termination” for further information.

TERMINATION OF TRUST I

If certain conditions are met, AFCO Credit Corporation, in its capacity as servicer, may (i) cause trust I to be terminated upon final payment of all outstanding trust I certificates other than the master collateral certificate and (ii) cause to be transferred to the issuer all assets of trust I and, after the termination of trust I, any newly generated receivables transferred to the transferor by the seller. The holders of the Series 2004-1 notes will be deemed to consent to any such termination and transfer of assets.

We refer you to “Description of the Notes—Termination of Trust I” for further information.

DENOMINATIONS

Beneficial interests in the notes will be offered in minimum denominations of $5,000 and multiples of $1,000 in excess of that amount.

REGISTRATION, CLEARANCE AND SETTLEMENT

Your notes will be registered in the name of Cede & Co., as the nominee of the Depositary Trust Company. You will not receive a definitive note representing your interest, except in limited circumstances described in this prospectus when notes in fully registered, certificated form are issued.

We refer you to “Description of the Notes—Definitive Notes” for more detail.

You may elect to hold your notes through DTC in the United States, or through Clearstream Banking, société anonyme or the Euroclear System in Europe. Transfers within DTC, Clearstream or Euroclear, as

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the case may be, will be made in accordance with the usual rules and operating procedures of those systems. Cross-market transfers between persons holding directly or indirectly through DTC and counterparties holding directly or indirectly through Clearstream or Euroclear will be made in DTC through the relevant depositaries of Clearstream or Euroclear.

We refer you to “Description of the Notes—Definitive Notes” for more detail.

We expect that the notes will be delivered in book-entry form through the facilities of DTC, Clearstream and Euroclear on or about the closing date.

TAX STATUS

Special tax counsel to the transferor is of the opinion that the Class A, Class B and Class C notes will be characterized as debt for Federal income tax purposes and that the issuer will not be taxable as a corporation.

The issuer has agreed, and by the purchase of your notes, you agree, to treat your Class A, Class B and Class C notes as debt for Federal, state, local and foreign income and franchise tax purposes.

We refer you to “U.S. Federal Income Tax Consequences” for additional information concerning the application of Federal income tax laws.

ERISA CONSIDERATIONS

The indenture permits employee benefit plans or other retirement arrangements to purchase Class A notes, Class B notes and Class C notes, subject to certain restrictions discussed under “ERISA Considerations”. A fiduciary of such plans or arrangements should consult its counsel as to whether a purchase of notes is permitted under the Employee Retirement Income Security Act of 1974, as amended and/or Section 4975 of the Internal Revenue Code of 1986, as amended.

NOTE RATINGS

The Class A notes are required to be rated in the highest rating category by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

The Class B notes are required to be rated in one of the three highest rating categories by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

The Class C notes are required to be rated in one of the four highest rating categories by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

CUSIP/ISIN/COMMON CODES

	Class A Notes
CUSIP
ISIN
Common Code
	Class B Notes
CUSIP
ISIN
Common Code
	Class C Notes
CUSIP
ISIN
Common Code

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APPLICATION OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES

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APPLICATION OF COLLECTIONS OF PRINCIPAL RECEIVABLES

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RISK FACTORS

The absence of a secondary market for the notes could limit your ability to resell the notes. The notes are not expected to be listed on any securities exchange. There have been times in the past when the absence of a liquid secondary market for similar asset backed securities has caused the holders of those securities to be unable to sell their securities at all or other than at a significant loss. The absence of a liquid secondary market for the notes could similarly limit your ability to resell them. If you want to sell your notes in the future, you may have difficulty finding a buyer and, if you find a buyer, the selling price may be less than it would have been if a liquid secondary market existed for the notes. There is currently no secondary market for the notes. Although Citigroup Global Markets Inc. has stated that it intends to make a market in each class of notes, it is not obligated to do so. A secondary market may not ever develop for the notes. Even if a secondary market does develop, it may not provide sufficient liquidity or continue for the life of your notes.

Because the issuer has only limited assets, there is only limited protection against potential losses. The only sources of funds for payments on the notes are collections on the receivables allocable to the master collateral certificate (which may include collections of unearned premiums upon cancellation of an insurance policy allocable to the master collateral certificate). The notes are not obligations of, and will not be insured or guaranteed by, the issuer, trust I, the originators, the transferor, the seller, the servicer, the back-up servicers, the indenture trustee, the trust I trustee or any of their affiliates. You must rely solely on payments on the receivables allocable to the master collateral certificate and advances by the servicer for payments on your notes. If the assets of trust I allocable to the master collateral certificate are not sufficient to pay interest and principal on the notes you hold, you will suffer a loss.

An insolvency of the seller may delay, accelerate or reduce payments to you. The FDIC has special powers under the banking laws to take certain actions upon the insolvency of the seller. The Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, provides that a security interest should be respected by the FDIC where—

• the seller’s transfer of the receivables is the grant of a valid security interest in the receivables to the transferor, as assigned to trust I;

• the FDIC is appointed as receiver or conservator of the seller; and

• the security interest is (a) validly perfected before the seller’s insolvency and (b) was not taken in contemplation of the seller’s insolvency or with the intent to hinder, delay or defraud the transferor or its creditors.

In addition, effective as of September 11, 2000, a regulation promulgated by the FDIC provides, among other things, that the FDIC will not seek to recharacterize a transfer of receivables as a secured loan if such transfer is made in connection with a securitization, provided that such transfer meets all the conditions for sale accounting under U.S. generally accepted accounting principles, other than the “legal isolation” condition as it applies to institutions for which the FDIC may be appointed as conservator or receiver, and satisfies certain other requirements of the regulation, including that the insured depository institution receives adequate consideration for the transfer.

If the FDIC were to assert a different position, or the new FDIC regulation were inapplicable, you might experience delays and/or reductions in payments on your notes. In addition, the FDIC might have the right to repay the notes early and for an amount which may be greater or less than their principal balance. For example, under the FDIA, the FDIC could:

• require the transferor or trust I to undertake an administrative claims procedure to establish its right to those payments;

• request a stay of proceedings with respect to the seller; or

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• reject the first tier receivables purchase agreement and/or the second tier receivables purchase agreement and limit the transferor’s and or trust I’s resulting claim to actual direct compensatory damages.

Under these circumstances, you may suffer a loss. In addition, the insolvency of the seller would cause a Pay-Out Event to occur with respect to all series that would result in the commencement of the rapid note amortization period. If a rapid note amortization period occurs, you are likely to be repaid principal on your notes earlier than expected.

A bankruptcy of one of the originators or the transferor may delay or reduce payments to you. Each of the originators will sell receivables to the seller, and the seller, in turn, will sell receivables to the transferor and the transferor, in turn, will sell the receivables to trust I. However if one of the originators or the transferor becomes bankrupt, a court could conclude that the receivables sold to trust I are not owned by trust I, but rather are part of the bankruptcy estate of one of the originators or the transferor, as applicable, either because the court concludes that the sale of the receivables from the bankrupt party was not really a sale but rather a secured financing or because the court concludes that the bankrupt party and the owner of the receivables should be treated as a single entity rather than separate entities. If this were to occur, you could experience delays or reductions in payments on your notes as a result of:

• the “automatic stay” provisions of the U.S. Bankruptcy Code, which prevent secured creditors from exercising remedies against a debtor in bankruptcy and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in certain circumstances;

• certain tax or government liens on one of the originators or the transferor’s property (that arose prior to the transfer of a receivable to trust I) having a right to be paid from collections on the receivables before those collections are used to make payments on the notes; and

• the fact that the transferor, trust I or the trust I trustee may not have a perfected security interest in the receivables held by the applicable bankrupt party at the time a bankruptcy proceeding begins.

In addition, a bankruptcy trustee may have the power—

• regardless of the terms of the pooling and servicing agreement, (a) to prevent the beginning of the rapid amortization period, (b) in the case of the insolvency of the transferor to prevent the early sale of the receivables and termination of trust I or (c) require new receivables to continue to be transferred to trust I; or

• regardless of the instructions of those authorized to direct the trust I trustee’s actions under the pooling and servicing agreement, (a) to require the early sale of the receivables, (b) to require termination of trust I and retirement of the notes or (c) to prohibit the continued transfer of receivables to trust I.

The bankruptcy of either the transferor or one of the originators would cause a Pay-Out Event to occur with respect to all series. New receivables would not be transferred to trust I. In the case of the insolvency of the transferor, unless holders of over 50% of the investor interest of each class of each series object and indicate that they wish to continue to have receivables sold to trust I, the trust I trustee would sell the receivables allocable to each series in accordance with the terms of the pooling and servicing agreement and trust I would terminate. If the net proceeds allocable to your notes from any sale of receivables were insufficient to pay the notes in full you would incur a loss. Even if trust I were not terminated, the insolvency of one of the originators, or the bankruptcy of either the transferor or an originator would cause a Pay-Out Event to occur that would result in the commencement of the rapid note amortization period. If a rapid note amortization period occurs, you are likely to be repaid principal on your notes earlier than expected.

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We refer you to “The Indenture – Early Redemption Events”, “The Indenture – Early Redemption Events–Trust I Pay-Out Events” and “Deposit and Application of Funds – Targeted Deposits of Available Principal Amounts to the Principal Funding Account.”

Failure to perfect a security interest in the right to return of unearned premiums could result in reduced payments to you. Payment by the borrower of amounts owed pursuant to each premium finance agreement is secured by the borrower’s right to require the insurance carrier to return the unearned portion of its premiums upon cancellation of the policy. In the ordinary course of business, each originator takes steps to perfect its security interest in the related unearned premiums. Each originator will assign its security interest in the right to return of unearned premiums to the seller which will assign its security to the transferor, which will assign its security interest to trust I. The originators will also take steps prior to the transfer of the receivables to perfect trust I’s security interest in the right to return of unearned premiums consistent with industry practice. However, the perfection of a security interest in the right to return of unearned premiums is not generally governed by the UCC, and law regarding perfection is, in some jurisdictions, unclear or non-existent.

If the originators have failed to perfect their or trust I’s security interest in the unearned premiums with respect to a borrower, trust I’s interests in the right to return of the related unearned premiums may be subordinated to those of other parties, including, in the event of a bankruptcy or insolvency of any of the related borrower, an originator, the seller or the transferor, the interest of a bankruptcy trustee, receiver or conservator, or such borrower or an originator as debtor-in-possession. As a result, you may not be able to obtain the proceeds of any returned unearned premiums and you may suffer a loss.

We refer you to “Certain Legal Aspects of the Receivables—Lack of Perfected Security Interests in Unearned Premiums.”

Credit and related risks with respect to the receivables could result in losses to you. Commercial insurance premium finance loans entail several different risks, including the creditworthiness of the borrower, the creditworthiness of the insurance carrier, and the capabilities and operating procedures of the insurance agent or broker that places the insurance policy, that serves as a source of significant information concerning the loan transaction, that may pay the loan proceeds to insurance carriers or their agents or that may collect unearned premiums from the insurance carrier.

Application of federal and state bankruptcy, debtor relief or insolvency laws to the insolvency of a borrower, insurance carrier or insurance agent or broker involved in an insurance premium finance loan would affect your interest in the related receivable if these laws result in such receivable being written off as uncollectible or if these laws prevent or delay the cancellation of the borrower’s insurance policy or the collection of related unearned premium, if any, as collateral for borrower’s loan. In addition, the amount of the unearned premium required to be returned to the insured is dependent on state law and varies depending on when the notice of cancellation becomes effective.

Also, at the time of the origination of a receivable, the unearned premiums may not fully collateralize the borrower’s obligations. Generally, depending on the amount of the borrower’s downpayment, the payment terms of the premium finance agreement and applicable law, the unearned premium will fully collateralize the receivable after four or five scheduled payments have been made. In some circumstances, however, the unearned premium may never fully collateralize the receivable. The receivables purchase agreement and the pooling and servicing agreement generally do not require that the unearned premium of any receivable represent a minimum percentage of that receivable or that the unearned premium of any receivable at any time fully collateralize that receivable. As a result, in certain circumstances, trust I will have to rely on payments and recoveries from borrowers as its sole source of payment on the receivables. If recoveries from the borrower are insufficient to pay the related receivable in full, you could suffer a loss.

We refer you to “Business of the Originators—General” and “Deposit and Application of Funds—Allocations of Reductions from Defaulted Amounts.”

Competition in the insurance premium finance loan industry could affect the quantity of receivables eligible for transfer to trust I, and could accelerate payment of your notes. The premium finance loan industry is

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competitive and includes banks as well as other premium finance lending companies that offer financing to companies that purchase commercial insurance. Insurance premium lenders may compete on the basis of loan pricing and terms, underwriting criteria and servicing quality. If commercial insurance consumers choose to use competing sources of credit, the amount of available additional receivables generated may be reduced, which could cause a Pay-Out Event to occur. The size of trust I will be dependent upon the originators’ continued ability to generate and transfer additional receivables to the seller, which in turn will transfer these receivables to the transferor, which in turn will transfer these receivables to the trust I trustee for the benefit of trust I. In particular, a substantial portion of the receivables in trust I as of the statistical calculation date arose from insurance premium finance loans referred to AFCO by Marsh USA, a subsidiary of Marsh & McLennan Companies. There can be no assurance that the volume of originations arising from Marsh USA referrals will not decline, and if Marsh USA ceases to refer loans to AFCO for any reason, this will have a substantial effect on the originators’ ability to generate the same level of receivables, which could cause a Pay-Out Event to occur.

The originators had generated a relatively stable dollar volume of premium finance loans on a year-to-year basis over the five fiscal years prior to the fourth quarter of 2001, by which time increases in insurance premiums had led to an increase in dollar volumes originated. However, due to state regulatory considerations, the additional receivables eligible to be transferred to the trust I trustee for the benefit of trust I must be originated with borrowers located in certain permitted jurisdictions. In addition, certain eligibility criteria relating to concentration limits on insurance carriers or obligors will further limit the portion of the originators’ portfolio that is eligible for transfer to trust I. A premium finance agreement may finance premiums of more than one insurance carrier, and the concentration limits must be applied to each insurance carrier whose premiums are financed under a premium finance agreement. If a concentration limit would be breached as a result of the addition of any of these insurance carriers, the entire premium finance agreement will not be eligible for transfer to trust I.

Additionally, until the first business day following the date (the “Eligibility Criteria Change Date“) on which trust I’s Series 2001-2 Certificates and Series 2002-1 certificates are retired in full and the respective series supplement related to each such Series is terminated, each additional receivable must also meet the eligibility criteria applicable to trust I’s Series 2001-2 Certificates and Series 2002-1 certificates, which is in certain cases more restrictive than the eligibility criteria described in this prospectus. Specifically, the more restrictive criteria includes the following: (i) receivables related to the financing of premiums of AIG and its subsidiaries and affiliates are subject to an aggregate concentration limit of 25% of aggregate portfolio receivables, if AIG has a financial strength rating, or if not available, corporate debt rating, from Standard & Poor’s of at least AA- and a financial strength rating, or if not available, corporate debt rating, from Moody’s of at least Aa3 and (ii) receivables related to the financing of premiums of all foreign insurers (excluding Lloyd’s) are subject to an aggregate limit of 3% of aggregate portfolio receivables. The preceding concentration limits may further limit the portion of the originators’ portfolio that is eligible for transfer to trust I until the Eligibility Criteria Change Date.

We refer you to “The Receivables.”

As of the statistical calculation date, aggregate receivables in trust I constitute approximately 93.0% of the aggregate receivables in the originators’ entire portfolio of premium finance agreements. Because of state regulatory considerations, no additional receivables will be added to trust I from the states or territories of Delaware, New Mexico, U.S. Virgin Islands and Puerto Rico unless and until such jurisdictions become permitted jurisdictions under the pooling and servicing agreement. If the amount of additional receivables originated with borrowers located in permitted jurisdictions declines significantly or the amount of additional receivables that otherwise satisfy the eligibility criteria for transfer to trust I materially declines (including as a result of material changes in the concentration of certain insurance carriers or obligors in the originators’ portfolio), additional receivables available to be transferred to the trust I trustee for the benefit of trust I will decline.

We refer you to “The Indenture – Early Redemption Events”, “The Indenture – Early Redemption Events – Trust I Pay-Out Events” and “Deposit and Application of Funds – Targeted Deposits of Available Principal Amounts to the Principal Funding Account.”

Credit enhancement provided by subordination could be insufficient to ensure that you will receive full payment on your notes; if you are a Class B or Class C noteholder, you bear a greater risk of loss on your

investment. Although the probability of payment of amounts due with respect to your notes is intended to be

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enhanced by the subordination of subordinated notes, the amount of this enhancement is limited and may decline as a result of defaults with respect to the receivables. If the Class D notes are reduced to zero, the Class C nominal liquidation amount will be reduced to cover net defaults allocated to the Class A nominal liquidation amount, the Class B nominal liquidation amount and the Class C nominal liquidation amount. This would reduce the portion of future collections of both principal and finance charge receivables allocable to the Class C nominal liquidation amount, and could result in the Class C noteholders suffering a delay in payment of or loss with respect to their notes. The Class C notes will not receive any payments of principal until the Class A nominal liquidation amount and Class B nominal liquidation have been reduced to zero. If the Class C notes are reduced to zero, the Class B nominal liquidation amount will be reduced to cover net defaults allocated to the Class A nominal liquidation amount and the Class B nominal liquidation amount. This would reduce the portion of future collections of both principal and finance charge receivables allocable to the Class B nominal liquidation amount, and could result in the Class B noteholders suffering a delay in payment of or loss with respect to their notes. The Class B notes will not receive any payments of principal until the Class A nominal liquidation amount has been reduced to zero. Future series of notes may share with the Class A notes, the Class B notes, and the Class C notes in the benefits of subordination of the Class D notes, and may share with the Class A notes and Class B notes in the benefits of subordination of the Class C notes.

Concentrations of receivables in certain geographic areas and adverse economic factors could adversely affect the amount and timing of payments to you. As of the statistical calculation date, approximately 19.0% of aggregate receivables in trust I were related to premium finance agreements with borrowers whose stated address in the related premium finance agreements are in California. After giving effect to the transfer of additional receivables, this percentage may increase or decrease. Economic factors, including the occurrence of a recession, the rate of inflation, and relative interest rates, may have an adverse impact upon the performance of the receivables and on the originators’ ability to generate additional receivables. In particular, negative economic developments in California or in any other state or in any region in which obligors are concentrated could have an adverse impact on the timing and amount of payments made by borrowers with respect to receivables, and could cause these borrowers to become bankrupt or insolvent. Under these circumstances, the amount and timing of payments to you could be reduced.

In addition, as of the statistical calculation date, approximately 6.1% of the aggregate principal amount of the trust I receivables related to insurance policies issued by Lloyds; approximately 23.0% of the trust I receivables related to insurance policies issued by American International Group, Inc., and its subsidiaries and affiliates; approximately 9.4% of the trust I receivables related to insurance policies issued by Zurich Insurance Group; approximately 6.7% of the trust I receivables related to insurance policies issued by St. Paul Companies; and approximately 5.1% of the trust I receivables related to insurance policies issued by Ace Group. In addition, as of the statistical calculation date, approximately 65.9% of the aggregate principal amount of the trust I receivables related to 10 insurance carriers. If any of these insurance carriers becomes insolvent or is otherwise unable to or prohibited to return unearned premiums, and no insurance guaranty fund is available to cover these amounts, the amount and timing of payments to you could be reduced.

We refer you to “—Credit and related risks with respect to the receivables could result in losses to you.”

The characteristics and credit quality of receivables in trust I will change and could impact the amount and timing of payments to you. Each originator will be obligated pursuant to the receivables purchase agreement to transfer additional receivables originated or acquired by it to the seller, which in turn will be obligated pursuant to the pooling and servicing agreement to transfer these additional receivables to the transferor, which in turn will be obligated pursuant to the pooling and servicing agreement to transfer these additional receivables to the trust I trustee for the benefit of trust I. The transfer of additional receivables will be subject to the satisfaction of certain eligibility criteria described under “Description of Trust I and the Master Collateral Certificate—Eligible Receivables” and “—Transfer and Assignment of Receivables.” However, the additional receivables may include receivables originated using underwriting criteria that differ from those which were applied to the receivables assigned to the trust I trustee for the benefit of trust I on the closing date or to previously transferred additional receivables. As a result, additional receivables transferred to trust I in the future may not be of the same credit quality as previously transferred receivables.

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Because the remaining terms to maturity of the majority of receivables included in trust I as of the statistical calculation date are twelve months or less, within twelve months following the closing date, substantially all of the receivables in trust I will consist of additional receivables. Following the transfer of additional receivables to trust I, the aggregate characteristics of the entire pool of receivables included in trust I may vary from those of the receivables expected to be included in trust I on the closing date.

We refer you to “The Receivables.”

The master servicer’s failure to appoint a successor back-up servicer could result in early payment of your notes. Until the Eligibility Criteria Change Date, a back-up servicer is required to be in place under the trust I pooling and servicing agreement. If a replacement back-up servicer that satisfies the rating agency condition is not found within ninety days following a back-up servicer resignation or termination, a Pay-Out Event will occur, and the rapid note amortization period will commence. If a rapid note amortization period commences, you are likely to be repaid principal on your notes earlier than anticipated.

We refer you to “The Indenture – Early Redemption Events”, “The Indenture – Early Redemption Events – Trust I Pay-Out Events” and “Deposit and Application of Funds – Targeted Deposits of Available Principal Amounts to the Principal Funding Account.”

The issuer may not be able to make up a deficiency in interest payments due to basis risk. Each receivable bears a fixed or variable rate of interest that is established at the time of origination. This interest rate is generally based on a spread over the estimated LIBOR rate at the date of origination of the loan for deposits with a maturity comparable to the average life of the loan, which currently is 5 months. The rate at which interest on your notes accrues is established based on three-month LIBOR for each quarterly interest period, and interest is payable quarterly on each interest payment date. On the occurrence of a Pay-Out Event, interest on your notes will be based on one-month LIBOR established for a monthly interest period and will be payable monthly on each distribution date.

We refer you to “Description of the Notes—Interest Payments.”

There may be a mismatch in both timing and amount of payment between collections of finance charge receivables and interest on your notes. As a result, collections of finance charge receivables may not be sufficient to pay in full or in a timely manner interest with respect to your notes.

Interest may not be paid in full on your class of notes on any given distribution date unless there are sufficient funds available therefor. While interest is due on each distribution date at the related note rate on your class of notes, if the amount payable at the related note rate exceeds the amount of all funds available to make such payment of interest, the resulting shortfall will not be paid on such distribution date, nor will an event of default occur. Instead, all such shortfalls will be carried forward to future distribution dates (with additional interest thereon), to be paid pari passu with interest due on such future distribution date at the related note rate, until such time as there are sufficient available funds therefor.

Reductions in the nominal liquidation amount could reduce payment of principal to you. You will not receive full repayment of your notes if the nominal liquidation amount of your notes has been reduced by charge-offs of principal receivables in trust I allocable to the master collateral certificate or as the result of reallocations of principal collections, and those amounts have not been reimbursed through the reinvestment of Available Funds in the master collateral certificate.

We refer you to “Description of the Notes—Stated Principal Amount, Outstanding Principal Amount and Nominal Liquidation Amount—Nominal Liquidation Amount.”

Regulation of insurance premium finance lending could delay or reduce payments to you. On occasion, Congress has introduced bills that would limit the fees and finance charges that financial institutions may impose on the purchase of insurance policies, or that would require additional disclosure to borrowers. In some cases, the rates proposed have been substantially below the rate at which the originators assess fees and finance charges on most of

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the receivables. In addition, the originators are subject to state laws and regulations that impose requirements on the making, enforcement and collection of insurance premium finance loans. The applicable state or other jurisdiction may enact additional laws and regulations and amendments to existing laws and regulations to regulate further the insurance premium finance industry or to reduce permitted finance charges or other fees or charges applicable to insurance premium finance loans. The originators do not currently expect the enactment of any legislation. However, if any laws were adopted, the servicer’s ability to collect on the receivables or to maintain the required level of finance charges and other fees and charges could be impaired.

In addition, each originator (so long as it is a servicer) will covenant in the pooling and servicing agreement to comply with applicable licensing and regulatory laws of any jurisdiction in which the stated address of a borrower with respect to any receivable is located (referred to as a “receivable jurisdiction”) and to cause the seller, the transferor, the trust I trustee and trust I to at all times be in compliance with these licensing and regulatory laws. Under certain circumstances, a breach of this covenant will result in an obligation of the servicer to cure the breach by either removing receivables from the affected receivable jurisdiction or indemnifying trust I, trust I trustee, transferor and the seller for any losses arising from these receivables, as described under “Description of Trust I and the Master Collateral Certificate — Certain Covenants.” A failure of the servicer to either remove these receivables or indemnify these parties in a timely manner will cause a Pay-Out Event to occur and the rapid note amortization period to commence.

The sums provided by insurance guaranty funds could be limited and might result in delayed or reduced payments to you. All permitted jurisdictions have insurance guaranty funds that guarantee the obligations of insurance carriers regulated by that jurisdiction, including the obligation of the insurance carriers to return unearned premiums to their insureds upon cancellation of the insurance policies. The refunds provided by some insurance guaranty funds impose dollar limits, exclude certain types of coverage or do not cover surplus and excess lines insurance carriers, including, in most jurisdictions, foreign insurance carriers. Legislation may also be enacted imposing additional limitations or restrictions on refunds by insurance guaranty funds. In addition, there may be a significant delay in an insurance guaranty fund’s payment of amounts owed pursuant to its statutory obligations. An insurance guaranty fund may become underfunded, which could cause an additional delay in trust I receiving a refund, or could ultimately result in a failure by the insurance guaranty fund to pay to trust I any refund. Certain of the receivables finance premiums of foreign insurance carriers that do not have the benefit of any insurance guaranty funds. If an insurance carrier defaults on its obligation to return any unearned premiums to trust I upon cancellation of the related insurance policy and the insurance guaranty fund is underfunded or fails to make a payment, or if there is a delay in the insurance guaranty fund’s providing payment pursuant to its statutory obligations, you may experience a delay in payment or could suffer a loss with respect to your notes.

Commingling of funds by the servicer could result in delayed or reduced payments to you. Although the servicer does not have any rated unsecured debt obligations, because its parent, Mellon Bank, N.A., has unsecured short-term debt obligations that are currently rated P-1 by Moody’s and A-1 by Standard & Poor’s, the servicer may, and intends to, commingle collections on the receivables in trust I with its own funds for a month, making deposits and payments described in “Description of Trust I and the Master Collateral Certificate—Application of Collections” on the business day immediately prior to the distribution date in an amount equal to the net amount of the deposits and payments that it otherwise would have been required to make on a daily basis. In the event that a servicer commingles collections in this manner, the issuer, as holder of the master collateral certificate, and, therefore, the noteholders will be subject to the risk of loss of those collections, including as a result of the bankruptcy or insolvency of the servicer. Mellon Bank, N.A. is obligated to indemnify trust I for any losses resulting from commingling of collections by the servicer.

We refer you to “Description of the Trust I and the Master Collateral Certificate—Application of Collections.”

The issuance of additional series could result in delayed or reduced payments to you. Trust I has in the past and trust I and the issuer may in the future issue additional series of certificates or notes, respectively. While the principal terms of any series of certificates or notes will be specified in a series supplement, the provisions of a supplement and, therefore, the terms of any additional series, will not be subject to your prior review or consent, or the prior review or consent of holders of certificates or notes of any other previously issued series. The terms of another series of certificates or notes may include pay-out events, early redemption events or events of default that

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differ from those applicable to the master collateral certificate or the notes, respectively; different methods for determining applicable allocation percentages; provisions creating different or additional security or other enhancement; and provisions subordinating such series to another series.

Prior to issuance of any new series, each rating agency rating your notes must deliver written confirmation to the indenture trustee that issuance of the new series will not result in that rating agency’s reducing or withdrawing its then-existing rating on any outstanding series of notes or certificates. It is possible, however, that the principal terms of any series issued in the future would have an impact on the timing and amount of payments received by you, including as a result of the refixing of the percentages utilized with respect to the allocation of the principal receivables.

We refer you to “Description of the Notes—Issuances of New Series of Notes” and “Description of Trust I and the Master Collateral Certificate—Allocation Percentages” for more detail.

The trust will prepare a separate prospectus (and registration statement) for any public offering of a new series of certificates or notes.

You may not be able to influence the actions of trust I or the issuer. Subject to certain exceptions, the noteholders of each series may take certain actions or direct that certain actions be taken under the indenture or the related series supplement. However, under certain circumstances, the consent or approval of a specified percentage of the ownership interest of all series of noteholders or certificateholders or of the ownership interest of a series or of one or more classes within a series of notes or certificates will be required to take or direct certain actions, including requiring the appointment of a successor servicer following a Servicer Default, amending the pooling and servicing agreement or indenture in certain circumstances and directing a repurchase by the seller of all outstanding receivables upon the breach of certain representations and warranties by the seller. In these instances, your interests may not be aligned with the interests of the holders of notes or certificates of other classes or of other series. Even if the requisite majority of your class of notes vote to take or direct any action, the noteholders or certificates of another class or of other series may control whether or not this action occurs. Moreover, under certain circumstances, holders of the Class C notes have certain consent rights that could prevent the holders of the Class A notes and Class B notes from taking certain actions under the indenture.

The ratings on your notes are limited in scope and may be downgraded. The issuer will request a rating of the notes offered hereby from each of Moody’s and Standard & Poor’s. Any rating assigned to the notes by a rating agency will reflect that rating agency’s assessment of the likelihood that noteholders will receive timely payments of interest, and principal required to be made under the indenture by the legal maturity date, and will be based primarily on the value of the receivables in trust I and the master collateral certificate. However, a rating will not address the likelihood that principal on your notes will be paid on the expected principal payment date. In addition, a rating will not address the likelihood of the occurrence of a Pay-Out Event or the imposition of the United States withholding tax with respect to non-U.S. noteholders. The rating will not be a recommendation to purchase, hold or sell notes, and will not comment as to the marketability, market price or suitability of your notes as an investment for a particular investor. A rating could be lowered or withdrawn entirely at any time by either rating agency, if, in that rating agency’s judgment, circumstances would warrant that action. Any subsequent change in rating will likely affect the price that a subsequent purchaser would pay for your notes and your ability to resell your notes.

A rating agency not requested to rate your notes might nonetheless issue a rating with respect to your notes. A rating assigned to any of your notes by a rating agency that has not been requested by the transferor to do so may be lower than the rating assigned to your notes by Moody’s and Standard & Poor’s.

You will not be able to exercise directly the rights of a noteholder. Your notes initially will be represented by one or more notes registered in the name of Cede & Co., the nominee of DTC, and will not be registered in your name or the name of one of your nominees. Unless and until definitive notes are issued for a series, you will not be recognized by the indenture trustee as a noteholder. As a result, until definitive notes are issued, you will only be able to exercise your rights as a Note owner indirectly through DTC, Clearstream or Euroclear and their participating organizations.

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We refer you to “Description of the Notes—Book-Entry Registration” and “—Definitive Notes.”

The notes are not suitable investments for all investors. The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments, or payment on specific dates. The notes are complex investments that should only be considered by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.

BUSINESS OF THE ORIGINATORS

General

AFCO Credit Corporation, a New York corporation (“AFCO Credit”), was formed in 1954 as a wholly owned subsidiary of Continental Insurance Company and was subsequently purchased by Mellon Bank, N.A. in 1993. The principal business of AFCO Credit consists of making loans to commercial borrowers to finance property and casualty insurance premiums throughout the United States, other than in California and Hawaii. AFCO Acceptance Corporation (“AFCO Acceptance”) was formed in California in 1968 to make loans to commercial borrowers to finance property and casualty insurance premiums in California and Hawaii. For purposes of this prospectus, AFCO Credit and AFCO Acceptance are sometimes referred to as “AFCO.”

The principal executive offices of AFCO Credit are located at 110 William Street, 29^th Floor, New York, New York 10038, telephone number (212) 401-4400. The principal offices of AFCO Acceptance Corporation are located at 655 North Central Avenue, Glendale, California 91203, telephone number (818) 227-3700.

A premium finance agreement typically is an installment loan made to a commercial insurance buyer, the proceeds of which pay premiums due to the insurance carrier pursuant to a commercial insurance policy. These policies commonly have a term of one year or less, require that the full premium be paid at or near inception of the policy period and provide for a return of the unearned premium to the insured in the event of cancellation or reduction of the policy. The insurance carrier customarily earns the full premium over the course of the policy period. A borrower under an AFCO premium finance agreement generally makes fixed scheduled payments that include a finance charge that is established at the time of origination of the loan. This finance charge is based on a spread over the estimated LIBOR rate at the date of origination of the loan for deposits with a maturity comparable to the average life of the loan, which currently is 5 months.

The finance charges on premium finance agreements made by AFCO may vary considerably, depending on the term and amount of the loan, the insured’s credit payment history, the size of the premium downpayment and other considerations.

AFCO utilizes standardized premium finance agreements that give it a limited power of attorney allowing it to cancel the insurance coverage upon non-payment of a loan installment by the borrower, to collect from the insurance carrier any unearned premium that may secure the loan and to take certain limited actions in furtherance of its rights under the premium finance agreement. Depending on the terms of the loan and of the related insurance policy, the unearned premium may or may not be sufficient to pay the outstanding balance of the loan. AFCO also has the right to recover any unpaid loan balance directly from the borrower irrespective of recourse to its collateral, or if any returned premium is insufficient to pay the unpaid balance of the loan.

A typical AFCO insurance premium finance loan structure may include a 20% downpayment on the premium paid by the borrower. The remaining 80% is funded by a loan from the insurance premium finance company, to be repaid by the borrower in equal monthly, quarterly, semi-annual or annual installments. A substantial majority of AFCO’s premium finance loans generally have terms that range from 6 to 12 months, with higher or lower downpayment percentages, depending upon the borrower’s needs and AFCO’s applicable credit and underwriting policies. Certain loans do not have level repayment requirements, usually to accommodate a borrower’s cash flow; however, the receivables in trust I will all have monthly or quarterly repayment requirements. Given the relatively short duration of most insurance premium finance loans, the loans are generally not prepaid

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prior to their scheduled payment dates, although the loan terms and controlling regulations do not prohibit prepayments or provide for penalties in the event of prepayment.

Depending on the type of insurance coverage and the terms of the insurance policy, the amount of unearned premium available upon cancellation, if any, will depend on certain factors, such as:

• the applicable method for measuring the unearned premium, which may be by proration over the policy term or, as required by some jurisdictions, by an accelerated method under which a greater portion of the premium is earned in the earlier part of the policy period;

• the time of cancellation;

• the loss experience under the policy prior to cancellation; and

• variations after the commencement of the policy period in the scope of the risks covered.

The insurance carrier may, depending on the terms of the policy, be entitled to retroactively review and evaluate loss experience and variations in the scope of the risks covered after cancellation, which may result in a reduction of the amount, and affect the timing, of repayment of any unearned premiums. Also, in certain cases, the insurance carrier may be considered to have earned the entire premium or a portion of the premium at the inception of the policy or upon the occurrence of an insured loss under the policy, in which less or no unearned premium would be returnable on cancellation of the policy.

Premium finance lending activities are regulated by most states and other applicable jurisdictions. Among other matters, many jurisdictions regulate terms of premium finance loans such as refund policies and rates of interest and late charges that may be charged an insured.

Premium finance loans are made by AFCO on standardized loan forms, the provisions and format of which are also usually subject to state regulation. AFCO regards its relations with regulatory agencies as good.

We refer you to “—Regulation of Premium Finance Lending Activities.”

Premium Finance Loan Origination; Collection Policy

AFCO generally locates borrowers through independent insurance agents and brokers licensed under state laws. These agents and brokers provide insurance premium loan referrals to commercial customers to enable them to purchase the amount of insurance coverage needed and to spread out the premium payments over time. Thus, AFCO’s originations are usually dependent on relationships with insurance brokers and agents and knowledge of the insurance marketplace. AFCO’s origination process is commonly commenced by an agent or broker contacting AFCO and outlining to AFCO the proposed loan transaction, including borrower and insurance carrier information and coverage types and amounts. AFCO then reviews the information submitted by the agent or broker in light of its underwriting criteria.

We refer you to “—Premium Finance Loan Underwriting Procedures” below.

If AFCO approves a loan, the borrower, or where permitted, its agent, executes a standard premium finance agreement which contains a limited power of attorney giving AFCO the authority, in the event of default on the loan, to contact the insurance carrier directly and cancel coverage, and a collateral assignment to AFCO of the unearned insurance premium, if any, returnable following cancellation or for any other reason.

Following receipt and acceptance of the signed premium finance agreement, AFCO either sends the loan proceeds to the insurance carrier to pay the premium balance due or releases funds to the insurance agent or broker, which then pays the insurance carrier. AFCO bills the borrower directly. Each borrower is directed to remit payments to the appropriate regional lockbox account maintained by AFCO, or in some cases to AFCO’s processing center. While most premium finance loans are repaid in equal monthly installments, AFCO may enter into

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transactions in which payments are to be made quarterly or in some other fashion. Only transactions that require monthly, quarterly, semi-annual or annual payments may be included in trust I. Finance charges on AFCO’s premium finance loans are generally earned based on the Rule of 78’s or, with respect to receivables to be originated in 2005 and thereafter, will be generally based on the actuarial method. Some premium finance loans do not bear interest. These non-interest bearing receivables will not, however, be included in trust I. In such cases, AFCO has entered into contracts with insurance carriers to pay certain fees to AFCO in consideration of its extension of interest-free loans to insureds.

We refer you to “The Receivables” for more detail.

Since an insurance carrier generally earns a portion of its premium each day, thereby reducing the amount of unearned premiums that secure an insurance premium finance loan, prompt action on loan defaults is critical. Most jurisdictions require premium finance companies such as AFCO to issue to the borrower a “Notice of Intent to Cancel” the related insurance policy after the premium loan installment due date on which the borrower has defaulted. A “Notice of Cancellation” can generally be issued to the applicable insurance carrier ten days after a Notice of Intent to Cancel has been mailed. AFCO’s policy for defaulted loans is generally to mail a Notice of Intent to Cancel ten days after the loan installment due date and to mail a Notice of Cancellation 28 days after the loan installment due date, provided that the related loan defaults have not been cured. Once a Notice of Cancellation has been issued, AFCO will customarily proceed to collect any unearned premium available from the insurance carrier for application to the loan balance, and seek direct collection of any remaining balance from the borrower. AFCO continues to earn interest on a canceled loan until the loan is paid in full.

Generally, the policy cancellation date occurs within one month of the related loan installment default. Following cancellation, AFCO will process the collection of any unearned premium with the appropriate insurance carrier and may pursue collection against the borrower. AFCO’s current policy is generally to charge off as a loss the unpaid defaulted loan balance 270 days after the effective date of the cancellation or 300 days after the payment due date if no payment has been received and the loan cannot be canceled. Under the terms of the pooling and servicing agreement, any recoveries with respect to receivables that have been written off will be included in the assets of trust I and considered collections of finance charge receivables, to the extent not applied to default amounts.

We refer you to “The Receivables” for more detail.

Premium Finance Loan Underwriting Procedures

AFCO considers and evaluates a variety of risks in evaluating each insurance premium finance loan transaction. These include:

• the loan structure, including the term, amount of down payment and availability of unearned premiums as collateral;

• the creditworthiness of the borrower;

• the creditworthiness of the insurance carrier; and

• the capabilities and operating procedures of the insurance agent or broker that places the insurance policy as they serve as a source of significant information regarding the loan transaction and may pay the loan proceeds or collect unearned premium funds for AFCO.

These factors may be given different weights for different loans.

We refer you to “Risk Factors—Credit and related risks with respect to the receivables could result in losses to you” for a discussion of the risks associated with premium finance lending.

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If a prospective loan is less than $150,000, the down payment made by the prospective borrower is at least 20% of the financed premium, unearned premiums under the insurance policy are available as collateral and the insurance carrier is acceptable to AFCO, AFCO may approve the loan without additional action. If the loan fails to meet one or more of these criteria, analysis of the transaction is conducted by AFCO’s underwriting department or its designees, depending on the amount of the unsecured exposure.

If the loan amount is $150,000 or more, a senior manager will conduct a detailed credit review of the borrower before approval of the loan.

If the loan amount is more than $500,000, credit review of the borrower is conducted by AFCO’s New York office, including reference to a Dun & Bradstreet report on the borrower and borrower financial statements, as needed. Under certain circumstances, the creditworthiness of the borrower is reviewed by representatives of Mellon Bank, N.A.

In addition to AFCO’s internal review of the credit of an insurance carrier, AFCO’s general guideline for approval of an insurance carrier is a rating of at least B+ by A.M. Best Company. No insurance carrier group other than AIG accounted for more than 9.4% of the aggregate receivables in trust I as of the statistical calculation date. Based upon AFCO’s own credit determination, it may finance insurance policies issued by insurance carriers that have a lower rating or, in the case of foreign insurers and certain domestic insurers that meet AFCO credit requirements, that are unrated. AFCO sets an annual exposure limit with respect to each insurance carrier and in cases where AFCO’s approved exposure with respect to a particular insurance carrier exceeds $25 million, a credit committee conducts a special review of the insurance carrier.

Trust I is subject to certain concentration limits on insurance carriers relating to the receivables, some of which are based on the rating agencies’ credit ratings of these insurance carriers.

We refer you to “Risk Factors—Insurance carrier concentrations could adversely affect the amount and timing of payments to you” and “The Indenture – Early Redemption Events —Trust I Pay-Out Events” for a description of these concentration limits.

Regulation of Premium Finance Lending Activities

The making, enforcement and collection of insurance premium finance loans is subject to extensive regulation by many states’ and other applicable jurisdictions’ laws. These laws vary widely, but often:

• require that premium finance lenders be licensed by the applicable jurisdiction;

• restrict the content of, and require certain disclosure agreements;

• limit the finance charges that may be lawfully imposed;

• regulate the calculation of any refunds due to a borrower who prepays a loan;

• regulate the amount of late fees and finance charges that may be charged if a borrower is delinquent on its payments;

• regulate the manner and method of canceling an insurance policy, including requiring that the lender provide the borrower with appropriate notice prior to cancellation; and

• allow imposition of potentially significant penalties on lenders for violations of that jurisdiction’s insurance premium finance laws.

We refer you to “Risk Factors—Regulation of insurance premium finance lending could delay or reduce payments to you” for a description of the risks associated with regulation of premium finance lending.

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To increase the likelihood of payment of claims for unearned premiums in the event that an insurance carrier becomes insolvent, the insurance industry created self-funded guaranty associations. All Permitted Jurisdictions have insurance guaranty funds that cover the return of some or all unearned insurance premiums in the event that an insurance carrier becomes insolvent or is placed in receivership. However, there is no guaranty of payment if the insurance guaranty fund is underfunded or if legislation changes the terms and conditions of its refund program. In addition, certain of the premium finance agreements finance premiums of foreign insurance carriers that do not have the benefit of any insurance guaranty fund.

We refer you to “Risk Factors—The sums provided by insurance guaranty funds could be limited and might result in delayed or reduced payments to you” for more detail.

Insurance guaranty funds differ by the types of insurance policies covered, deductible amounts required and maximum refunds allowed. Generally, insurance guaranty funds have successfully responded to claims for refunds in a timely manner, if access to the liquidation estate is readily accessible and their premium assessments on fund members are accurate. Generally, the timing of payment of a refund by an insurance guaranty fund ranges from a few months to one year.

Master Servicer and Servicers

Each originator will act as a servicer for the receivables it transfers to the seller, and must comply with the terms of the pooling and servicing agreement governing its obligations as servicer. For purposes of this prospectus, the originators, in their capacity as servicers, are sometimes jointly referred to as the “servicer.” In certain limited circumstances, a servicer may resign or be removed as servicer, in which case a Pay-Out Event will occur and a successor servicer will be appointed.

The servicer will service the receivables under the supervision of the master servicer, to the extent provided in the pooling and servicing agreement. The master servicer will not service the receivables. However, if a servicer resigns or is removed as servicer under the pooling and servicing agreement, the master servicer will be required to use its best efforts to appoint a successor servicer.

We refer you to “Description of Trust I and the Master Collateral Certificate—Servicer Default” for a description of events that may lead to the removal of the servicer.

THE TRUST I RECEIVABLES

The assets of trust I currently include and will in the future include:

• receivables included in trust I on the closing date, added to trust I on the closing date and transferred to trust I after the closing date, consisting of amounts owed under premium finance agreements between either of the originators, or other parties from whom the originators acquire premium finance agreements, and commercial borrowers to finance the payment of insurance premiums on insurance policies and related sums, governed by the law of a state, territory or commonwealth of the United States of America, the District of Columbia or the United States Virgin Islands;

• all monies due or to become due with respect to the receivables, including all monies received from insurance carriers and insurance guaranty funds representing returns of unearned portions of insurance premiums, the proceeds of any guarantees issued by insurance agents with respect to the receivables and other charges due on the related receivables;

• any amounts held in one or more trust accounts established and maintained by the trust I trustee pursuant to the pooling and servicing agreement;

• the seller’s rights under a receivables purchase agreement (the “first tier receivables purchase agreement“), dated as of June 15, 2001, among the seller and the originators;

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• the transferor’s rights under a receivables purchase agreement (the “second tier receivables purchase agreement“), dated as of June 15, 2001, between the transferor and the seller; and

• proceeds of all of the above.

The receivables are not guaranteed by AFCO Credit, AFCO Acceptance, the seller, the transferor, any back-up servicer, the trust I trustee, the issuer, the indenture trustee or any affiliate of these parties, and trust I, as holder of the receivables, has no recourse against any of them for the non-collectibility of the receivables, except that, under certain limited circumstances, AFCO Credit or AFCO Acceptance, as the case may be, and the seller, will be required to repurchase certain receivables from trust I and to provide indemnification to trust I with respect to certain receivables. AFCO Credit and AFCO Acceptance will each act as servicer with respect to the receivables it originates or acquires and transfers to the seller. The seller will in turn transfer these receivables to the transferor pursuant to the second tier receivables purchase agreement, and the transferor will in turn transfer these receivables to trust I pursuant to the pooling and servicing agreement.

Presently, AFCO’s receivables provide for allocation of payments according to a “sum of periodic balances” or “sum of monthly payments” method, similar to the “Rule of 78’s”, applied on a modified basis assuming that payments are made mid-month. It is anticipated that allocation of payments will generally be done in accordance with the actuarial method with respect to loans to be originated in 2005 and thereafter. AFCO has reported to its auditors that this shift will not materially affect the amount of Collections it receives with respect to the receivables.

The actuarial method provides for the amortization of the amount financed under the receivable over a series of fixed, level monthly payments. Each monthly payment, including the monthly installment representing the final payment, consists of an amount of interest equal to 1/12^th of the stated interest rate multiplied by the unpaid principal balance of the loan, and an amount equal to the remainder of the monthly payment. If an actuarial receivable is prepaid, the obligor is required to pay interest only to the date of prepayment.

The receivables generally bear a fixed interest rate that is established at the time of origination. The interest rate is generally based on a spread over the estimated LIBOR rate at the date of origination of the loan for deposits with a maturity comparable to the average life of the loan, which currently is 5 months. The principal amount of each receivable is fully amortized over a fixed number of scheduled payments.

A premium finance agreement may finance premiums relating to more than one insurance policy and/or from one or more insurance carriers. However, each incremental payment under a premium finance agreement is not specifically allocated to the repayment of the financed premiums of any particular insurance policy.

AFCO assigns an “account” number for each premium finance loan, under which additional premiums may be financed after the initial funding of such agreement. At its option, AFCO may enter into a new premium finance agreement to finance new premiums for the same insured party, to which a new account mumber may be assigned.

A borrower may enter into more than one premium finance agreement with AFCO. If this occurs, one or more of the premium finance agreements relating to a particular borrower may satisfy the eligibility criteria for transfer to trust I, while another or others may not. If any payment is received from an individual borrower that is not clearly identified as belonging to a particular premium finance agreement, that payment will be applied first to amounts owed under premium finance agreements of that borrower that are held by trust I.

Under certain limited circumstances and when the identity of the borrower is the same, more than one premium finance agreement could be part of a single account. AFCO is unable to segregate and allocate payments made with respect to individual premium finance agreements within a single account. It is possible that not all of the premium finance agreements in a single account satisfy the eligibility criteria. When this occurs, the entire account will be ineligible for transfer to trust I.

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Each premium finance agreement representing a receivable grants the originator a security interest in the borrower’s right to receive any unearned premium from the insurance carrier on cancellation of the related insurance policy prior to its expiration. It also includes a power of attorney granting the originator the right to cancel the insurance policy, if cancelable, and to collect the unearned premium from the insurance carrier following a payment default by the borrower.

Each originator will assign its security interest and related power of attorney to the seller pursuant to the first tier receivables purchase agreement, the seller will in turn assign that security interest and power of attorney to the transferor pursuant to the second tier receivables purchase agreement, and the transferor will in turn assign that security interest and power of attorney to the trust I trustee pursuant to the pooling and servicing agreement.

The originators and the seller will represent that a notice of finance premium has been delivered to the related insurance carrier and/or any of its agents, designees or representatives notifying it of the trust I trustee’s security interest in the unearned premium and that trust I has a first priority perfected security interest in that unearned premium.

We refer you to “Risk Factors—Failure to perfect a security interest in the right to unearned premiums could result in reduced payments to you” and “Certain Legal Aspects of the Receivables—Lack of Perfected Security Interests in Unearned Premiums” for more detail.

The receivables conveyed to trust I are selected from the originator’s portfolio of premium finance agreements that satisfy the eligibility criteria for transfer to trust I.

As of April 30, 2004, called the “statistical calculation date,” aggregate receivables in trust I totaled approximately $1,403,537,756 or approximately 93.0% of aggregate receivables in the originators’ entire portfolio of premium finance agreements.

One of the eligibility criteria is that the borrower has a stated address in the premium finance agreement that is located in one of the Permitted Jurisdictions.

We refer you to “Description of the Receivables—Eligible Receivables.”

A “Permitted Jurisdiction” is:

• in the case of any receivable transferred to trust I immediately prior to the issuance of the Series 2004-1 notes, any state or other jurisdiction listed in the chart entitled “Composition of Receivables by Geographic Concentration” in this prospectus;

• in the case of any receivable transferred to trust I on or after the issuance of the Series 2004-1 notes, any state or other jurisdiction listed in the chart entitled “Composition of Receivables by Geographic Concentration” in this prospectus other than the states and territories of Delaware, New Mexico, U.S. Virgin Islands and Puerto Rico; or

• any other state or other jurisdiction with respect to which each of the originators, the seller, the transferor and trust I has either complied with that jurisdiction’s applicable licensing laws or is not required to be licensed.

Compliance with or exemption from a jurisdiction’s licensing laws must be established by delivery to the trust I trustee or any prior trustee of an opinion of counsel or written correspondence from the applicable licensing authority.

Following the closing date, each originator will, pursuant to the first tier receivables purchase agreement, transfer and assign additional receivables which satisfy the eligibility criteria as of the date of transfer to the seller. The seller will in turn transfer and assign all of these additional receivables to the transferor pursuant to the second

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tier receivables transfer agreement, and the transferor will in turn transfer those receivables to the trust I trustee for the benefit of trust I pursuant to the pooling and servicing agreement.

We refer you to “Description of the Trust I and the Master Collateral Certificate—Transfer and Assignment of Receivables.”

These additional receivables may have been originated using underwriting criteria that are different from those applied to receivables transferred on or prior to the closing date. As a result, they may be of different credit quality than previously transferred receivables. However, the originators may not use underwriting standards that vary materially from the underwriting standards applied to the receivables transferred on the closing date.

Except for the criteria described under “Description of Trust I and the Master Collateral Certificate—Eligible Receivables” and “—Transfer and Assignment of Receivables,” no specific characteristics are required for receivables to be eligible for inclusion in trust I. Because the remaining term to maturity of most of the receivables included in trust I as of the statistical calculation date is twelve months or less, it is expected that within twelve months following the closing date, substantially all of the receivables in trust I will consist of additional receivables. Additional receivables transferred to trust I may have characteristics materially different from the characteristics of the receivables included in trust I on the closing date.

We refer you to “Risk Factors—The characteristics and credit quality of receivables in trust I will change and could impact the amount and timing of payments to you” for more detail.

There also are many legal, economic and competitive factors that could adversely affect the amount and collectibility of the receivables, including borrowers’ decisions to use new sources of credit, which would affect the originators’ ability to generate additional receivables, and changes in usage of credit, payment patterns and general economic conditions.

We refer you to “The Indenture – Early Redemption Events —Trust I Pay-Out Events” for a description of the Pay-Out Events.

Due to these and other factors (including the composition of the receivables and the interest rates, fees and charges assessed on the receivables), the text and tables set forth below are not necessarily indicative of the future performance of the receivables that are transferred to trust I.

The statistical information relating to the receivables presented in this prospectus is based on the receivables in trust I as of the statistical calculation date. Until the closing date, additional receivables will continue to be transferred to trust I pursuant to the eligibility criteria and concentration limits in effect for the Series 2001-2, Series 2002-1 and Series 2004-A certificates; and on and after the closing date, additional receivables will be transferred to trust I pursuant to additional eligibility criteria and concentration limits as described in this prospectus and that will be put into effect for the master collateral certificate.

The characteristics of the receivables included in trust I as of the statistical calculation date will also differ from those of trust I as of the closing date due to payments on the receivables in trust I after the statistical calculation date and prior to the closing date. While the statistical distribution of the characteristics of receivables in trust I on the closing date will vary from the statistical information presented in this prospectus, the transferor does not believe that the characteristics of the receivables as of the closing date will vary materially from the information presented in this prospectus with respect to the receivables as of the statistical calculation date.

Aggregate receivables in trust I as of the statistical calculation date were $1,403,537,756, consisting of $1,387,899,731 of principal receivables and $15,638,025 of finance charge receivables.

“Principal receivables” are, as of any date of determination, an amount equal to the product of:

• aggregate receivables as of that date of determination; and

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• a fraction of which: (i) the numerator is the Beginning of Month Principal Receivables, and (ii) the denominator is the aggregate receivables as of the first day of the current monthly period.

For purposes of this prospectus, collections of principal receivables with respect to any monthly period will consist of all collections on the receivables received during that monthly period that are not treated as collections of finance charge receivables.

“Finance charge receivables” are, as of the first day of any monthly period, an amount equal to the aggregate amount of unearned interest with respect to aggregate receivables calculated in accordance with the Rule of 78’s or, with respect to receivables to be originated in 2005 and thereafter, either in accordance with the Rule of 78’s or the actuarial method. For purposes of this prospectus, collections of finance charge receivables with respect to any monthly period generally will equal the aggregate amount of interest accrued on the receivables for the monthly period, calculated on the basis of the Rule of 78’s or, with respect to receivables to be originated in 2005 and thereafter, either in accordance with the Rule of 78’s or the actuarial method, as applicable, plus late fees and other administrative charges collected during that monthly period, plus Recoveries received during that monthly period that have not been applied to defaults.

“Beginning of Month Principal Receivables” are, for any monthly period, an amount equal to aggregate receivables as of the first day of that monthly period (or, in the case of the monthly period commencing June 1, 2004, as of the closing date, June     , 2004) minus finance charge receivables as of that date.

It is possible that all or a portion of the premium finance agreements in any account will not satisfy the eligibility criteria for transfer to trust I, resulting in the same borrower’s having one or more premium finance agreements owned by trust I and one or more premium finance agreements owned by one of the originators. These premium finance agreements may contain cross-default and cross-collateralization provisions. As a result, a default by a borrower on a premium finance agreement that is not owned by trust I may result in the default with respect to receivables of that borrower in trust I and the cancellation of the related insurance policies, thus affecting the rate and timing of payments with respect to the receivables. In the event certain premium finance agreements of the same borrower are owned by trust I and by one of the originators, the originators will identify or pro-rate any such payment as appropriate and assign such payments (including unearned premiums and recoveries) on such premium finance agreements as property of trust I or the originator, as applicable.

As of any date of determination, “aggregate receivables” equals the aggregate amount of payments owed on the receivables (including both principal and finance charges) from that date through the respective scheduled final payment dates of the receivables (exclusive of late fees and administrative charges) less certain net payables as of that date, as reduced by the aggregate amount of such payments in respect of (i) transferor ineligible receivables reassigned to the transferor, (ii) servicer ineligible receivables removed from trust I by the servicer, and (iii) to the extent not included in such transferor ineligible receivables or servicer ineligible receivables, defaulted receivables.

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Composition of the Receivables

Aggregate Receivables in Trust I	$	1,403,537,756
Number of Accounts		22,839
Average Account Balance(1)	$	61,454
Average Original Account Balance(1)	$	111,351
Weighted Average Original Term		9.6 months
Range of Original Terms		1 to 36 months
Weighted Average Remaining Term		6.6 months
Range of Remaining Terms		0 to 33 months

(1) Includes the aggregate amount owed (including unearned finance charges) from the statistical calculation date through the scheduled final payment date of the premium finance loan (exclusive of the late fees, administrative charges and net payables).

(2) Weighted by account balance, as calculated per the preceding footnote, as of the statistical calculation date.

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Composition of Receivables by Account Balance

Account Balance (1)	Number of Accounts	Percentage of Number of Accounts		Aggregate of Account Balances (1)		Percentage of Aggregate Receivables
$5,000.00 or less	9,385	41.09	%	$	19,312,978.56	1.38	%
$5,000.01 to $10,000.00	3,382	14.81	%	$	24,193,392.19	1.72	%
$10,000.01 to $25,000.00	4,126	18.07	%	$	66,396,710.47	4.73	%
$25,000.01 to $50,000.00	2,146	9.40	%	$	76,190,649.04	5.43	%
$50,000.01 to $75,000.00	907	3.97	%	$	55,354,695.97	3.94	%
$75,000.01 to $100,000.00	507	2.22	%	$	43,834,809.55	3.12	%
$100,000.01 to $250,000.00	1,254	5.49	%	$	196,423,959.53	13.99	%
$250,000.01 to $500,000.00	563	2.47	%	$	195,505,412.80	13.93	%
$500,000.01 to $1,000,000.00	349	1.53	%	$	240,619,066.81	17.14	%
$1,000,000.01 to $5,000,000.00	210	0.92	%	$	420,791,480.49	29.98	%
Over $5,000,000.00	10	0.04	%	$	64,914,600.63	4.63	%
Total	22,839	100.00	%	$	1,403,537,756.04	100.00	%

(1) Includes the aggregate amount owed (including unearned finance charges) from the statistical calculation date through the scheduled final payment date of the premium finance loan (exclusive of the late fees, administrative charges and net payables).

Composition of Receivables by Remaining Installment Term

Remaining Installment Term	Number of Accounts	Percentage of Number of Accounts		Aggregate of Account Balances(1)		Percentage of Aggregate Receivables
3 months or less	8,604	37.67	%	$	189,707,467.88	13.52	%
4 to 6 months	7,745	33.91	%	$	484,334,061.48	34.51	%
7 to 9 months	6,227	27.26	%	$	590,594,855.63	42.08	%
10 to 12 months	195	0.85	%	$	123,733,938.84	8.82	%
13 to 18 months	30	0.13	%	$	5,837,893.50	0.42	%
More than 18 months	38	0.17	%	$	9,329,538.71	0.66	%
Total	22,839	100.00	%	$	1,403,537,756.04	100.00	%

(1) Includes the aggregate amount owed (including unearned finance charges) from the statistical calculation date through the scheduled final payment date of the premium finance loan (exclusive of the late fees, administrative charges and net payables).

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Composition of Receivables by Geographic Concentration

Jurisdictions (1)	Number of Accounts	Percentage of Number of Accounts		Aggregate of Account Balances (2)		Percentage of Aggregate Receivables
California	4,627	20.26	%	$	266,427,165.28	18.98	%
Texas	2,631	11.52	%	$	122,786,728.57	8.75	%
New York	2,002	8.77	%	$	118,729,189.32	8.46	%
Pennsylvania	686	3.00	%	$	77,557,038.70	5.53	%
Illinois	489	2.14	%	$	60,958,054.60	4.34	%
New Jersey	1,028	4.50	%	$	55,878,498.86	3.98	%
Ohio	552	2.42	%	$	52,086,539.94	3.71	%
Florida	1,578	6.91	%	$	51,667,362.18	3.68	%
Michigan	304	1.33	%	$	43,129,362.57	3.07	%
Massachusetts	452	1.98	%	$	42,860,968.62	3.05	%
Arkansas	131	0.57	%	$	39,688,125.22	2.83	%
Georgia	628	2.75	%	$	35,941,213.94	2.56	%
Washington	1,079	4.72	%	$	33,968,402.21	2.42	%
Louisiana	584	2.56	%	$	27,283,657.34	1.94	%
Connecticut	387	1.69	%	$	26,100,317.10	1.86	%
Virginia	196	0.86	%	$	23,515,468.24	1.68	%
Maryland	226	0.99	%	$	23,224,782.46	1.65	%
Tennessee	366	1.60	%	$	22,731,800.04	1.62	%
Colorado	555	2.43	%	$	22,077,408.41	1.57	%
Missouri	361	1.58	%	$	21,602,960.84	1.54	%
West Virginia	233	1.02	%	$	19,564,287.89	1.39	%
Kentucky	223	0.98	%	$	18,423,405.54	1.31	%
Oregon	284	1.24	%	$	18,063,222.95	1.29	%
Arizona	171	0.75	%	$	17,657,736.02	1.26	%
North Carolina	266	1.16	%	$	17,470,188.86	1.24	%
Nevada	405	1.77	%	$	16,678,160.37	1.19	%
Wisconsin	123	0.54	%	$	14,179,926.67	1.01	%
Iowa	73	0.32	%	$	12,077,662.25	0.86	%
Oklahoma	206	0.90	%	$	11,703,535.43	0.83	%
Alaska	331	1.45	%	$	10,972,458.56	0.78	%
Indiana	241	1.06	%	$	10,185,614.88	0.73	%
Minnesota	136	0.60	%	$	9,457,668.39	0.67	%
South Carolina	173	0.76	%	$	9,333,923.68	0.67	%
Kansas	54	0.24	%	$	6,758,380.43	0.48	%
Nebraska	38	0.17	%	$	5,621,447.24	0.40	%
Hawaii	189	0.83	%	$	5,577,079.32	0.40	%
New Hampshire	110	0.48	%	$	5,562,267.79	0.40	%
Mississippi	237	1.04	%	$	5,486,532.13	0.39	%
Utah	59	0.26	%	$	4,131,918.86	0.29	%
Alabama	108	0.47	%	$	3,163,505.37	0.23	%
Maine	48	0.21	%	$	2,727,227.35	0.19	%
Wyoming	14	0.06	%	$	2,277,508.55	0.16	%
Idaho	72	0.32	%	$	2,157,617.10	0.15	%
District of Columbia	18	0.08	%	$	1,791,212.42	0.13	%
Vermont	44	0.19	%	$	1,180,642.19	0.08	%
Montana	73	0.32	%	$	1,063,184.85	0.08	%
Rhode Island	19	0.08	%	$	806,009.86	0.06	%
Delaware	2	0.01	%	$	723,332.47	0.05	%
North Dakota	5	0.02	%	$	303,069.72	0.02	%
South Dakota	21	0.09	%	$	175,435.07	0.01	%
Other	1	0.00	%	$	48,549.39	0.00	%
Total	22,839	100.00	%	$	1,403,537,756.04	100.00	%

(1) Indicates the jurisdictions where the insured’s stated address in the related premium finance agreement is located.

(2) Includes the aggregate amount owed (including unearned finance charges) from the statistical calculation date through the scheduled final payment date of the premium finance loan (exclusive of the late fees, administrative charges and net payables).

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Insurer and Borrower Concentration

The following table sets forth the aggregate receivables related to the largest single borrower in the portfolio and the aggregate receivables related to the financing of insurance premiums of one or more insurers as described in the categories below.

Composition of Receivables by Insurer and Borrower Concentration

	Percentage of Aggregate Receivables(1)
Largest single borrower	2.46	%
Largest single Tier 1 insurer(2)	9.40	%
Largest single Tier 2 insurer	1.57	%
Largest single Tier 3 insurer	2.25	%
Largest single Tier 4 insurer	<3.00	%
American International Group, Inc., and its subsidiaries and affiliates	23.01	%
Lloyd’s of London	6.10	%
Aggregate of all Tier 2 insurers	7.97	%
Aggregate of all Tier 3 insurers	9.94	%
Aggregate of all Tier 4 insurers	2.71	%
Aggregate of four largest Tier 2 Insurers	4.97	%
Aggregate of five largest Tier 3 Insurers	5.41	%

(1) Includes the aggregate amount owed (including unearned finance charges) from the statistical calculation date through the scheduled final payment date of the premium finance loans (exclusive of the late fees, administrative charges and net payables).

(2) Excluding receivables related to the financing of AIG and its subsidiaries and affiliates.

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Loss and Delinquency Experience

The following tables set forth the historical loss and delinquency experience with respect to premium finance agreements in the originators’ entire portfolio of premium finance agreements for each of the periods or at each of the dates shown, as applicable. As a result, the historical loss and delinquency experience set forth in the tables below includes premium finance agreements with borrowers whose stated addresses in those pooling and servicing agreements are in all 50 states and other jurisdictions (including states and other jurisdictions that are not one of the Permitted Jurisdictions as of the statistical calculation date) or which otherwise would not satisfy the eligibility criteria for transfer to trust I pursuant to the pooling and servicing agreement. As of the statistical calculation date, aggregate receivables in trust I constituted approximately 93.0% of the aggregate receivables in the originators’ entire portfolio of premium finance agreements. It is likely that premium finance agreements in trust I at any time will represent only a portion of the originators’ entire portfolio of premium finance agreements. There can be no assurance, however, that the loss or delinquency experience for trust I with respect to the receivables will be similar to the historical experience set forth below.

Loan Loss Experience

The following table sets forth loss experience with respect to payments by borrowers on the originators’ entire portfolio of premium finance agreements for each of the periods shown. None of the originators, the seller or the transferor believe that changes of amounts from period to period reflect any material trends.

Loan Loss Experience

Entire Portfolio

(Dollars In Thousands)

	For the Four Months Ended April 30, 2004			For the Fiscal Year Ended December 31,
				2003			2002			2001			2000
Average Outstanding Principal Balance(1)	$	1,490,631		$	1,629,671		$	1,485,392		$	1,122,147		$	986,412
Gross Charge-Offs(2)	$	574		$	2,629		$	3,506		$	5,217		$	2,275
Recoveries(3)	$	329		$	1,384		$	1,405		$	973		$	986
Net Charge-Offs	$	245		$	1,245		$	2,101		$	4,244		$	1,289
Net Charge-Offs as Percentage of Average Aggregate Outstanding Principal Balance(4)		0.05	%		0.08	%		0.14	%		0.38	%		0.13	%

(1) Calculated as the daily average of the Principal Balance (calculated as the aggregate receivables less unearned interest) in the period indicated.

(2) Loans are generally charged off if uncollected for over 270 days after cancellation of the related insurance policy or 300 days after the payment due date if no payment has been received and the insurance policy cannot be canceled.

(3) A recovery occurs if, after a loan is written off, AFCO receives additional funds to pay in whole or in part the outstanding balance due.

(4) Calculated on an annualized basis.

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Loan Delinquency Experience Following Cancellation

The following table sets forth the delinquency experience with respect to payments on the originators’ entire portfolio of premium finance agreements at each of the dates shown. Insurance policies are generally canceled within one month following a borrower’s failure to make a related scheduled loan installment payment. The loan delinquency data presented in the following table are measured from the date of issuance of a Notice of Cancellation. The percentages presented for each aging category reflect the sum of the balance of principal and unearned finance charges (including the overdue installment(s) as well as all of the remaining installment payments not yet due) on all canceled accounts within each category divided by the aggregate principal loan balance (excluding unearned finance charges). Since the table reflects percentages calculated by including unearned finance charges in the canceled accounts, but not including those amounts in the aggregate loan balances, the resulting percentages may reflect higher percentages of delinquencies than actually experienced. Variations from one measurement date to another measurement date within aging categories are primarily a reflection of the variability of time required to collect the unearned insurance premium from the insurance carrier or, alternatively, the remaining loan balance from the borrower, on a revolving pool of loans. There can be no assurance that the delinquency experience with respect to the receivables in trust I will be similar to the historical experience set forth below.

Loan Delinquency Experience Following Cancellation

Entire Portfolio

	For the Four Months Ended April 30, 2004		At December 31,
			2003		2002		2001		2000
Number of days a loan remains overdue after cancellation of the related insurance policy:
31-89 days	0.35	%	0.64	%	0.36	%	0.98	%	0.76	%
90-270 days	0.38	%	0.46	%	0.29	%	0.52	%	0.62	%
Over 270 days(1)	0.00	%	0.02	%	0.01	%	0.01	%	0.01	%
Total	0.73	%	1.11	%	0.67	%	1.52	%	1.39	%

(1) A loan is generally charged off if uncollected for over 270 days after the effective date of cancellation of the related insurance policy or 300 days after the payment due date if no payment has been received and the insurance policy cannot be canceled. We refer you to “Business of the Originators—Premium Finance Loan Origination; Collection Policy” for more detail.

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Payment Rates

The following table sets forth the highest and lowest account monthly account payment rates for the entire portfolio of premium finance loans and the average account monthly payment rates for all months during the periods shown, in each case calculated as a percentage of monthly account principal balances during the periods shown. Payment rates shown in the table are based on amounts which would be payments of principal receivables and finance charge receivables on the accounts.

Account Monthly Payment Rates for the Trust Portfolio⁽¹⁾

	For the Four Months Ended April 30, 2004		At December 31,
			2003		2002		2001		2000
Lowest Month(2)	20.01	%	17.81	%	18.41	%	17.06	%	17.78	%
Highest Month(2)	28.16	%	28.00	%	25.30	%	25.58	%	24.52	%
Average Payment Rate for the Period	24.26	%	23.35	%	21.89	%	21.68	%	21.50	%
Total

(1) Includes payments of principal, interest income, late fees, cancellation fees, returned check charges, and other fees.

(2) Calculated as the total amounts of payments received during the month divided by the daily average of the Principal Balance (calculated as the aggregate receivables less unearned interest) in the period indicated.

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Portfolio Yield

The following table sets forth the total revenues from finance charges accrued and fees collected with respect to the originators’ entire portfolio of premium finance agreements for each of the periods shown. The figures in the table do not include deductions for charge-offs or other expenses. There can be no assurance, however, that the actual portfolio yield with respect to the receivables in trust I will be similar to the historical experience set forth below.

Originators’ Portfolio Yield

Entire Portfolio

(Dollars In Thousands)

	For the Four Months Ended April 30, 2004			For the Fiscal Year Ended December 31,
				2003			2002			2001			2000
Average Outstanding Principal Balance(1)	$	1,490,631		$	1,629,671		$	1,485,392		$	1,122,147		$	986,412
Interest and Fee Income(2)	$	26,594		$	92,455		$	97,538		$	99,522		$	94,057
Average Revenue Yield(3)
		5.40	%		5.67	%		6.57	%		8.87	%		9.54	%

(1) Calculated as the daily average of the Principal Balance (calculated as the aggregate receivables less unearned interest) in the period indicated.

(2) Includes interest income, late fees, cancellation fees, returned check charges, and other fees.

(3) Calculated on an annualized basis.

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USE OF PROCEEDS

The proceeds from the sale of the Series 2004-1 notes, approximately $500,000,000 before deduction of expenses, will be used to purchase the master collateral certificate.

DESCRIPTION OF THE NOTES

General

The Series 2004-1 notes will be issued pursuant to an indenture, dated as of June     , 2004, as amended, among the issuer and the indenture trustee, as supplemented by a series supplement relating specifically to this series of notes (the “indenture”). The Series 2004-1 notes consist of the Class A notes, the Class B notes and the Class C notes. The Series 2004-1 notes will also include Class D notes issued on the closing date which are not offered hereby and will be retained by the transferor. Pursuant to the indenture, the issuer and the indenture trustee may execute further series supplements in order to issue additional series of notes. Each such series of notes will represent a contractual debt obligation of the issuer which shall be in addition to the debt obligations of the issuer represented by any other series of notes. The following summary of the notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the indenture.

If so specified in the related indenture supplement, the notes of a series may be included in a group of series for purposes of sharing Available Principal Amounts and Available Funds.

The issuer will pay principal of and interest on a series of notes solely from the portion of Available Funds and Available Principal Amounts which are allocable to that series of notes after giving effect to all allocations and reallocations and amounts in any issuer accounts relating to that series of notes. If those sources are not sufficient to pay the notes, those noteholders will have no recourse to any other assets of the issuer or any other person or entity for the payment of principal or interest on those notes.

Holders of notes of any outstanding series or class will not have the right to prior review of, or consent to, any subsequent issuance of notes.

On each distribution date, only persons in whose names the notes were registered on the day prior to such distribution date, called the “record date,” are eligible to receive these payments.

The Class A notes, the Class B notes and the Class C notes initially will be represented by notes registered in the name of Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

Unless and until definitive notes are issued, only DTC or Cede are considered “noteholders.” As a result, all references in this prospectus to actions by Class A noteholders, Class B noteholders and/or Class C noteholders refer to actions taken by DTC upon instructions from DTC Participants. All references in this prospectus to distributions, notices, reports and statements to Class A noteholders, Class B noteholders and/or Class C noteholders refer to distributions, notices, reports and statements to DTC or Cede, as the registered holder of the Class A notes, the Class B notes and the Class A notes.

Book-Entry Registration

Noteholders may hold their notes through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are participants of these systems, or indirectly through organizations that are participants in those systems.

Cede, as nominee for DTC, will hold the global notes. Clearstream and Euroclear will hold omnibus positions on behalf of Clearstream customers and Euroclear Participants, respectively, through customers’ securities

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accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold their positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, 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 pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its participants and facilitate the clearance and settlement among DTC Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic book-entry changes in DTC Participants’ accounts, thereby eliminating the need for physical movement of securities notes. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to others, such as securities brokers and dealers, banks, and trust companies, as indirect participants, that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. The rules applicable to DTC and its DTC Participants are on file with the Securities and Exchange Commission (the “Commission”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream customers and Euroclear Participants will occur in the ordinary way in accordance with their applicable rules and operating procedures.

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 in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary; however, these 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 (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 the depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and these credits or any transactions in these securities settled during that processing 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.

Purchases of notes under the DTC system must be made by or through DTC Participants, which will receive a credit for the notes on DTC’s records. The ownership interest of each owner of a beneficial interest in the Notes, that is, a “Note owner“, is in turn to be recorded on DTC Participants’ and indirect participants’ records. Note owners will not receive written confirmation from DTC of their purchase, but Note owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC Participant or indirect participant through which the Note owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of DTC Participants acting on behalf of Note owners. Note owners will not receive notes representing their ownership interest in notes, except in the event that use of the book-entry system for the notes is discontinued.

To facilitate subsequent transfers, all notes deposited by DTC Participants with DTC are registered in the name of DTC’s nominee, Cede. The deposit of notes with DTC and their registration in the name of Cede effects no change in beneficial ownership. DTC has no knowledge of the actual Note owners of the notes; DTC’s records reflect only the identity of the DTC Participants to whose accounts those notes are credited, which may or may not be the Note owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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Conveyance of notices and other communications by DTC to DTC Participants, by DTC Participants to indirect participants, and by DTC Participants and indirect participants to Note owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede will consent or vote with respect to notes. Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as possible after the record date, which assigns Cede’s consenting or voting rights to those DTC Participants to whose accounts the notes are credited on the record date (identified in a listing attached to the proxy).

Principal and interest payments on the notes will be made to DTC. DTC’s practice is to credit DTC Participants’ accounts on the applicable distribution date in accordance with their holdings as shown on DTC’s records unless DTC has reason to believe that it will not receive payment on that distribution date. Payments by DTC Participants to Note owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of that DTC Participant and not of DTC, the indenture trustee, the transferor or the seller, subject to any statutory or regulatory requirements that may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the trustee. Disbursement of these payments to DTC Participants will be the responsibility of DTC, and disbursement of these payments to Note owners will be the responsibility of DTC Participants and indirect participants.

DTC may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to the transferor or the indenture trustee. If DTC discontinues its services and a successor securities depository is not obtained, definitive notes are required to be printed and delivered. Alternatively, the transferor may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, definitive notes will be delivered to noteholders.

We refer you to “—Definitive Notes.”

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the transferor believes to be reliable, but the transferor takes no responsibility for its accuracy.

Clearstream Banking (“Clearstream“) is a limited liability company (a société anonyme) organized under Luxembourg law that operates as a professional depository. Clearstream holds securities for its participating organizations (“Clearstream Participants“) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in Clearstream accounts of Clearstream Participants or between a Clearstream account and a Euroclear Account, thereby eliminating the need for physical movement of notes. For transactions between a Clearstream Participant and a participant of another securities settlement system, Clearstream generally adjusts to the settlement rules of the other securities settlement system. Transactions may be settled in Clearstream in any of 31 currencies, including United States dollars. Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System (“Euroclear Participant“) 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 over 40 currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in 80 countries generally similar to the arrangements for cross-market transfers with DTC described above.

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Euroclear is operated by Euroclear Bank S.A./N.V. The Euroclear operator is the Belgian branch of a New York banking corporation which is a member bank of the Federal Reserve System (the “Euroclear Operator“ or “Euroclear“), under contract with Euroclear Clearance System, Societe Cooperative, a Belgian cooperative corporation (the “Cooperative“). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for the Euroclear System on behalf of Euroclear Participants. Euroclear Participants include investment banks, banks (including central banks), securities brokers and dealers, supranationals, investment managers, corporations, trust companies and other professional financial intermediaries. Indirect access to the Euroclear System is also available to other firms that maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator holds securities and book-entry interests in securities for Euroclear Participants and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries, through electronic book-entry changes in accounts of such participants or other securities intermediaries. The Euroclear Operator provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services.

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 and applicable Belgian law. These rules and laws 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 notes 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 Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations.

We refer you to “U.S. Federal Income Tax Consequences.”

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 Participant or Euroclear Participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect such actions on its behalf through DTC.

DTC, Clearstream and Euroclear are under no obligation to perform or continue to perform the foregoing procedures and such procedures may be discontinued at any time.

Definitive Notes

We refer to notes issued in fully registered, certificated form as “definitive notes.” Definitive notes for each series will be issued to note owners or their nominees rather than to DTC or its nominee, only if:

• the transferor advises the indenture trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depositary with respect to that series, and the indenture trustee or the transferor is unable to locate a qualified successor;

• the transferor, at its option, advises the indenture trustee in writing that it elects to terminate the book-entry system through DTC; or

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• after the occurrence of a servicer default, Note owners representing not less than 50% of the investor interest advise the indenture trustee and DTC through DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor) is no longer in the best interest of the note owners.

Upon the occurrence of any of these events, DTC is required to notify all DTC Participants of the availability through DTC of definitive notes. Upon surrender by DTC of the definitive Note representing the notes and instructions for re-registration, the indenture trustee will issue the notes as definitive notes to Note owners or their nominees, and thereafter the indenture trustee will recognize the 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 noteholders in whose names the definitive notes were registered at the close of business on the related record date. The final payment on any note (whether definitive notes or the notes registered in the name of Cede representing the notes), however, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution to noteholders. The indenture trustee will provide this notice of final distribution to registered noteholders not later than the fifth day of the month of the final distribution.

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 charges will be imposed for any registration of transfer or exchange, but the transfer agent and registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with any registration of transfer or exchange. The transfer agent and registrar will not be required to register the transfer or exchange of any definitive notes for a period of fifteen days preceding the due date for any payment with respect to those definitive notes.

Interest Payments

General

Interest on the Class A notes will accrue from the closing date on the outstanding principal balance of the Class A notes at the Class A Interest Rate.

The “Class A Interest Rate” means, with respect to each interest period, a per annum rate equal to     % per annum in excess of LIBOR, as determined on the related LIBOR determination date.

Interest on the Class B notes will accrue from the closing date on the outstanding principal balance of the Class B notes at the Class B Interest Rate.

The “Class B Interest Rate” means, with respect to each interest period, a per annum rate equal to     % per annum in excess of LIBOR, as determined on the related LIBOR determination date.

Interest on the Class C notes will accrue from the closing date on the outstanding principal balance of the Class C notes at the Class C Interest Rate.

The “Class C Interest Rate” means, with respect to each interest period, a per annum rate equal to     % per annum in excess of LIBOR, as determined on the related LIBOR determination date.

In general, interest is calculated each month at the applicable LIBOR rate based on the outstanding principal balance of the notes, the actual number of days elapsed during the month and a year of 360 days.

The Class D notes will not accrue interest.

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Monthly Interest

Interest payable to a class of notes on each distribution date, called “Monthly Interest“ for such class, is equal to:

The outstanding principal balance of the notes of such class as of the preceding record date (or in the case of the first distribution date, as of the closing date) X The actual number of days in the related monthly interest period divided by 360 X The interest rate applicable to such class of notes

“Class A Monthly Interest,” “Class B Monthly Interest,” and “Class C Monthly Interest“ equal the Monthly Interest amounts for the Class A notes, Class B notes and Class C notes, respectively, as determined per the above computation using the Class A Interest Rate, Class B Interest Rate or Class C Interest Rate, as applicable.

A “distribution date” means the 15th day of each monthly period (or if that day is not a business day, the next succeeding business day). The first distribution date is on July 15, 2004.

A “business day” is, unless otherwise indicated, any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York and Pittsburgh, Pennsylvania are authorized or obligated by law or executive order to be closed. For purposes of determining LIBOR, a business day is any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

A “monthly period” refers to a calendar month. For any distribution date, the applicable monthly period is the calendar month preceding the month in which the distribution date occurs. The first monthly period runs from the closing date to the last day of June, 2004.

A “monthly interest period” with respect to each distribution date is the period from and including the preceding distribution date (or in the case of the initial distribution date, the closing date) to but excluding that distribution date.

Distributions of Interest

During the note revolving period and the note accumulation period, interest on the notes will be distributed quarterly on each interest payment date.

On each distribution date during the note revolving period or the note accumulation period, Class A Monthly Interest, Class B Monthly Interest and Class C Monthly Interest (together with other amounts described below) will, if that distribution date is not a quarterly interest payment date, be deposited into the Class A interest funding account, the Class B interest funding account or the Class C interest funding account, as applicable, and held there for distribution to the Class A noteholders, the Class B noteholders or the Class C noteholder on the next quarterly interest payment date.

The “Class A interest funding account” is an administrative subaccount of the interest funding account. It is used to hold Class A Monthly Interest on behalf of the Class A noteholders.

The “Class B interest funding account” is an administrative subaccount of the interest funding account. It is used to hold Class B Monthly Interest on behalf of the Class B noteholders.

The “Class C interest funding account” is an administrative subaccount of the interest funding account. It is used to hold Class C Monthly Interest on behalf of the holders of the Class C notes.

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An “interest payment date” is the 15th day of March, June, September, and December (or if any such day is not a business day, the next succeeding business day). The first interest payment date is September 15, 2004.

During the rapid note amortization period, Class A Monthly Interest, Class B Monthly Interest and Class C Monthly Interest (together with other amounts described below) will be distributed monthly on each distribution date, called a “special payment date.”

An “interest period” begins on and includes an interest payment date or special payment date, as applicable, and ends on but excludes the next interest payment date or special payment date. The first interest period will begin on and include the closing date and end on but exclude the first interest payment date.

Payments or deposits in respect of Class A Monthly Interest, Class B Monthly Interest or Class C Monthly Interest on each distribution date are funded from finance charge receivables allocable to the notes which are collected during the preceding monthly period and certain other available amounts and with respect to Class C Monthly Interest only, if such amounts are insufficient to make the required payments or deposits, Class C Monthly Interest will be funded from the Class C Reserve Account.

Class C Monthly Interest is subordinated to the payment of Class A Monthly Interest and Class B Monthly Interest and payment of Class B Monthly Interest is subordinated to the payment of Class A Monthly Interest. Payment of Class A Monthly Interest, Class B Monthly Interest and Class C Monthly Interest is subordinated to the payment of fees and expenses of the indenture trustee and owner trustee allocable to the notes and the trust I trustee fee and the servicing fee allocable to the master collateral certificate.

We refer you to “Deposit and Application of Funds—Serves 2004-1 Available Funds” and “Risk Factors—Credit enhancement provided by subordination could be insufficient to ensure that you will receive full payment on your notes; if you are a Class B noteholder or a Class C noteholder, you bear a greater risk of loss on your investment.”

Additional Interest

On each distribution date, in addition to Class A Monthly Interest, to the extent funds are available, any overdue Class A Monthly Interest from prior monthly interest periods and any Class A Additional Interest will be distributed to the Class A noteholders or deposited into the Class A interest funding account, as appropriate.

On each distribution date, in addition to Class B Monthly Interest, to the extent funds are available, any overdue Class B Monthly Interest from prior monthly interest periods and any Class B Additional Interest will be distributed to the Class B noteholders or deposited into the Class B interest funding account, as appropriate.

On each distribution date, in addition to Class C Monthly Interest, to the extent funds are available, any overdue Class C Monthly Interest from prior monthly interest periods and any Class C Additional Interest will be distributed to the Class C noteholders or deposited into the Class C interest funding account, as appropriate.

“Class A Additional Interest” means, for any distribution date, interest on any Class A Monthly Interest due but not paid or deposited on a prior distribution date, at the applicable Class A Interest Rate.

“Class B Additional Interest” means, for any distribution date, interest on any Class B Monthly Interest due but not paid or deposited on a prior distribution date, at the applicable Class B Interest Rate.

“Class C Additional Interest” means, for any distribution date, interest on any Class C Monthly Interest due but not paid or deposited on a prior distribution date, at the applicable Class C Interest Rate.

Determination of LIBOR Rate

During the note revolving period and the note accumulation period, the applicable interest period will be three months, so the applicable LIBOR rate will be based on three-month LIBOR. During the rapid note

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amortization period, the applicable interest period will be one month, so the applicable LIBOR rate will be based on one-month LIBOR. For the first interest period, the applicable LIBOR rate will be determined by interpolation of two-month LIBOR and three-month LIBOR based on the number of days in the period.

The indenture trustee will determine LIBOR on June     , 2004 for the period from the closing date through September 15, 2004. For each subsequent interest period, the indenture trustee will determine the applicable LIBOR rate on the second business day prior to the distribution date on which the interest period commences. We refer to each such determination date as a “LIBOR determination date.” For purposes of calculating LIBOR, a “business day” is any business day on which dealings in deposits in United States dollars are transacted in the London interbank market.

“LIBOR” means, as of any LIBOR determination date, the rate for deposits in United States dollars for a period equal to the related interest period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on that date (or such other source from which the indenture trustee customarily obtains London interbank offered rates for deposits in United States dollars). If that rate does not appear on Telerate Page 3750 or such other source, the rate for that LIBOR determination date will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period equal to the relevant interest period. The indenture trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR determination date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR determination date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to the relevant interest period.

“Telerate Page 3750” means the display page currently so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

“Reference Banks” means four major banks in the London interbank market selected by the servicer.

You may obtain the LIBOR Rate applicable to the current and immediately preceding interest period by telephoning the indenture trustee at its corporate trust office at 1-800-344-5128.

Stated Principal Amount, Outstanding Principal Amount and Nominal Liquidation Amount

Each note has a stated principal amount, an outstanding principal amount and a nominal liquidation amount.

Stated Principal Amount

The stated principal amount of a note is the U.S. dollar denominated amount that is stated on the face of the note to be payable to the holder.

Outstanding Principal Amount

The outstanding principal amount is the initial dollar principal amount of the notes, less principal payments to the noteholders. The outstanding principal amount of any note will decrease as a result of each payment of principal of the note.

In addition, a note may have an Adjusted Outstanding principal amount. The Adjusted Outstanding principal amount of a note is the outstanding principal amount, less any funds on deposit in the principal funding subaccount for that note. The Adjusted Outstanding principal amount of any note will decrease as a result of each deposit into the principal funding subaccount for such note.

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Nominal Liquidation Amount

The nominal liquidation amount of the Series 2004-1 notes will be equal to the initial outstanding principal amount of the Class A notes, the Class B notes, the Class C notes and the Class D notes, but with some reductions—including reductions from reallocations of Available Principal Amounts, allocations of charge-offs for uncovered defaults allocable to the master collateral certificate and deposits in a principal funding subaccount for such note—and increases described below. The aggregate nominal liquidation amount of all of the issued notes will always be equal to the investor interest of the master collateral certificate, and the nominal liquidation amount of any particular note corresponds to the portion of the investor interest of the master collateral certificate that would be allocated to that note if trust I were liquidated.

If there are reductions in the nominal liquidation amount as a result of reallocations of Available Principal Amounts, or as a result of uncovered charge-offs on principal receivables in trust I allocable to the master collateral certificate, unless the deficiency is reimbursed through the reinvestment of Available Funds in the master collateral certificate, the stated principal amount of any affected notes will not be paid in full.

Final Payment of the Notes; Optional Repurchase

A class of notes will be considered to be paid in full, the holders of those notes will have no further right or claim, and the issuer will have no further obligation or liability for principal or interest, on the earliest to occur of:

• the date of the payment in full of the stated principal amount of and all accrued, past due and additional interest on that class of notes;

• the date on which the outstanding principal amount of that class of notes is reduced to zero, and all accrued, past due or additional interest on that class of notes is paid in full;

• the legal maturity date of that class of notes, after giving effect to all deposits, allocations, reallocations and payments to be made on that date; or

• the date on which a sale of the noteholders’ pro rata portion of the master collateral certificate has taken place, as described in “The Indenture—Events of Default Remedies.”

If certain conditions set forth in the indenture are met, the Series 2004-1 notes will be subject to optional repurchase by the issuer if so directed by AFCO Credit, in its capacity as servicer, on any distribution date on or after the nominal liquidation amount has been reduced to an amount less than or equal to 10% of the initial nominal liquidation amount. The repurchase price will be equal to the nominal liquidation amount (less the amount, if any, on deposit in the principal funding account), plus accrued and unpaid interest on the notes, through the day preceding the distribution date on which the repurchase occurs.

The notes will be retired on the day following the distribution date on which the final payment of principal is scheduled to be made to the noteholders, whether as a result of optional repurchase by AFCO Credit or otherwise. Unless the notes have been retired earlier, the indenture provides that the final distribution of principal and interest on the notes will be made on the earlier of the June 2009 distribution date and the date on which the indenture terminates, called the “legal maturity date.”

Issuances of New Series of Notes

The issuer may issue new notes of any new series or class only if the conditions of issuance are met (or waived as described below). These conditions include:

• on or before the third Business Day before a new issuance of notes, the issuer gives the indenture trustee and the rating agencies written notice of the issuance;

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• on or prior to the date that the new issuance is to occur, the issuer delivers to the indenture trustee and each rating agency a certificate to the effect that:

— the issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date (i) cause an early redemption event or event of default, (ii) adversely affect the amount of funds available to be distributed to noteholders of any series or class of notes or (iii) adversely affect the security interest of the indenture trustee in the collateral securing the outstanding notes;

— all instruments furnished to the indenture trustee conform to the requirements of the indenture and constitute sufficient authority under the indenture for the indenture trustee to authenticate and deliver the notes;

— the form and terms of the notes have been established in conformity with the provisions of the indenture;

— all laws and requirements with respect to the execution and delivery by the issuer of the notes have been complied with, the issuer has the power and authority to issue the notes, and the notes have been duly authorized and delivered by the issuer, and, assuming due authentication and delivery by the indenture trustee, constitute legal, valid and binding obligations of the issuer enforceable in accordance with their terms (subject to certain limitations and conditions), and are entitled to the benefits of the indenture equally and ratably with all other notes, if any, of such series or class outstanding subject to the terms of the indenture, each indenture supplement and each terms document; and

— the issuer shall have satisfied such other matters as the indenture trustee may reasonably request;

• the issuer delivers to the indenture trustee and the rating agencies an opinion of counsel that for federal income tax purposes (i) the new issuance will not adversely affect the characterization as debt of any outstanding series or class of investor certificates issued by trust I that were characterized as debt at the time of their issuance, (ii) following the new issuance, trust I will not be an association, or a publicly traded partnership, taxable as a corporation, and (iii) the new issuance will not cause or constitute an event in which gain or loss would be recognized by any holder of an investor certificate issued by trust I;

• the issuer delivers to the indenture trustee and the rating agencies an opinion of counsel that for federal income tax purposes (i) the new issuance will not adversely affect the tax characterization as debt of any outstanding series or class of notes that were characterized as debt at the time of their issuance, (ii) following the new issuance, the issuer will not be treated as an association, or publicly traded partnership, taxable as a corporation, (iii) such issuance will not cause or constitute an event in which gain or loss would be recognized by any holder of such outstanding notes and (iv) except as provided in the related indenture supplement, following the new issuance of a series or class of notes, the newly issued series or class of notes will be properly characterized as debt;

• the issuer delivers to the indenture trustee an indenture supplement and terms document relating to the applicable series or class of notes;

• no trust I Pay-Out Event has occurred or is continuing as of the date of the new issuance;

• on the issuance date, after giving effect to such issuance, the Transferor Interest will at least equal the Minimum Transferor Interest; and

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• each rating agency that has rated any outstanding notes has provided confirmation that the new issuance of notes will not cause a reduction or withdrawal of the ratings of any outstanding notes rated by that rating agency.

If the issuer obtains confirmation from each rating agency that has rated any outstanding notes that the issuance of a new series or class of notes will not cause a reduction or withdrawal of the ratings of any outstanding notes rated by that rating agency, then some of the conditions described above may be waived.

The issuer and the indenture trustee are not required to obtain the consent of any noteholder of any outstanding series or class to issue any additional notes of any series or class.

The “Transferor Interest” is, as of any date of determination, an amount equal to (i) the aggregate amount of principal receivables in trust I, less (ii) the sum of the investor interest of each series of trust I as reduced by the principal amount on deposit in the applicable principal funding account with respect such series, plus (iii) the amount on deposit in the trust I excess funding account, each as of such date of determination.

The “Minimum Transferor Interest” is, as of any date of determination, 3% of the sum of (i) the aggregate amount of principal receivables in trust I and (ii) the principal amount on deposit in the excess funding account, each as of the date of such determination.

The transferor may increase or reduce the percentage used to determine the Minimum Transferor Interest (but not below 2%) upon:

• 30 days’ prior notice to the trust I trustee, each rating agency and each provider of credit enhancement;

• satisfaction of the Rating Agency Condition; and

• delivery to the trust I trustee of an officer’s certificate of the transferor stating that the transferor reasonably believes that the reduction will not, based on the facts known to that officer at the time of certification, cause a Pay-Out Event to occur with respect to any series.

Payments on Notes; Paying Agent

The notes offered by this prospectus will be delivered in book-entry form and payments of principal of and interest on the notes will be made in U.S. dollars as described under “—Book Entry Notes”.

The issuer, the indenture trustee and any agent of the issuer or the indenture trustee will treat the registered holder of any note as the absolute owner of that note, whether or not the note is overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes.

The issuer will make payments on a note to the registered holder of the note at the close of business on the record date established for the related payment date.

The issuer will designate the corporate trust office of Wells Fargo Bank, N.A. as its paying agent for the notes of each series. The issuer may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts. However, the issuer will be required to maintain a paying agent in each place of payment for a series or class of notes.

After notice by publication, all funds paid to a paying agent for the payment of the principal of or interest on any note of any series which remains unclaimed at the end of two years after the principal or interest becomes due and payable will be repaid to the issuer. After funds are repaid to the issuer, the holder of that note may look only to the issuer for payment of that principal or interest.

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Denominations

The notes offered by this prospectus will be issued in denominations of $5,000 and multiples of $1,000 in excess of that amount.

Record Date

The record date for payment of the notes will be the business day prior to the related payment date.

Governing Law

The laws of the State of New York will govern the notes and the indenture.

SOURCES OF FUNDS TO PAY THE NOTES

The Master Collateral Certificate

The primary source of funds for the payment of principal of and interest on the notes will be the master collateral certificate issued by trust I to the issuer. The following summarizes the material terms of the master collateral certificate. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the trust I pooling and servicing agreement and the master collateral certificate series supplement. For a description of trust I and its assets, see “Description of Trust I and the Master Collateral Certificate.”

The master collateral certificate represents an undivided interest in the assets of trust I. The assets of trust I consist primarily of a revolving pool of insurance premium finance agreements originated or acquired by AFCO Credit Corporation or AFCO Acceptance Corporation. The amount of receivables in trust I will fluctuate from day to day as new receivables are generated or added to trust I and as other receivables are collected, charged off as uncollectible, or otherwise adjusted.

The master collateral certificate has no specified interest rate. The issuer, as holder of the master collateral certificate, is entitled to receive its allocable share of defaults and of collections of finance charge receivables and principal receivables payable by trust I, less certain trust I trustee and servicing fees.

Finance charge receivables consist of accrued interest on principal receivables, late fees, certain administrative fees and Recoveries that have not been applied to defaults. Principal receivables are all principal amounts due under the premium finance loan agreements.

Each month, trust I will allocate collections of finance charge receivables and principal receivables and defaults to the investor certificates outstanding under trust I, including the master collateral certificate.

Allocations of defaults and collections of finance charge receivables are made pro rata among each series of investor certificates issued by trust I, including the master collateral certificate, based on its respective investor interest, and the transferor, based on the transferor interest. In general, the “investor interest“ of each series of investor certificates issued by trust I will equal the stated dollar amount of the investor certificates issued to investors in that series, less unreimbursed charge-offs on principal receivables in trust I allocated to those investors, reallocations of collections of principal receivables to cover certain shortfalls in collections of finance charge receivables and principal payments deposited to a trust I principal funding account or made to those investors.

The master collateral certificate has a fluctuating investor interest, representing the investment of that certificate in principal receivables. The Investor Interest of the master collateral certificate will equal the total nominal liquidation amount of the outstanding notes secured by the master collateral certificate. The transferor interest represents the interest in the principal receivables in trust I not represented by any trust I series of investor certificates. For example, if the total principal receivables in trust I at the end of the month is 500, the Investor Interest of the master collateral certificate is 100, the Investor Interests of the other investor certificates are 200 and

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the transferor interest is 200, the master collateral certificate is entitled, in general, to 1/5—or 100/500—of the defaults and collections of finance charge receivables for the applicable month.

Collections of principal receivables are allocated similarly to the allocation of collections of finance charge receivables when no principal amounts are needed for deposit into a principal funding account or needed to pay principal to investors. However, collections of principal receivables are allocated differently when principal amounts need to be deposited into trust I principal funding accounts or paid to trust I investors. When the principal amount of a trust I investor certificate other than the master collateral certificate begins to accumulate or amortize, collections of principal receivables continue to be allocated to the series as if the investor interest of that series had not been reduced by principal collections deposited to a trust I principal funding account or paid to trust I investors. During this time, allocations of collections of principal receivables to the investors in a series of certificates issued by trust I, other than the master collateral certificate, is based on the investor interest of the series “fixed” at the time immediately before the first deposit of principal collections into a principal funding account or the time immediately before the first payment of principal collections to investors.

The master collateral certificate is allocated collections of principal receivables at all times based on an investor interest calculation which is an aggregate of the nominal liquidation amounts for each series of notes. For classes of notes which do not require principal amounts to be deposited into a principal funding account or paid to noteholders, the nominal liquidation amount calculation will be “floating,” i.e. calculated as of the end of the prior month. For classes of notes which require principal amounts to be deposited into a principal funding account or paid to noteholders, the nominal liquidation amount will be “fixed” immediately before the issuer begins to allocate Available Principal Amounts to the principal funding subaccount for that class or class, i.e. calculated as of the end of the month prior to any reductions for deposits or payments of principal.

For a detailed description of the percentage used in allocating finance charge collections and defaults to the master collateral certificate, see the definition of “Floating Investor Percentage” under “Description of Trust I and the Master Collateral Certificate – Allocation Percentages.” For a detailed description of the percentage used in allocating principal collections to the master collateral certificate, see the definition of “Fixed Investor Percentage” in “Description of Trust I and the Master Collateral Certificate – Allocation Percentages.”

If collections of principal receivables allocated to the master collateral certificate with respect to a series of notes are needed for reallocation to cover certain shortfalls in Available Funds, to pay the notes or to make a deposit into the issuer accounts within a month, they will be deposited into the issuer’s collection account. Otherwise, such collections of principal receivables allocated to the master collateral certificate will be reallocated to other series of trust I investor certificates and/or notes which have principal collection shortfalls—which does not reduce the Investor Interest of the master collateral certificate—or reinvested in trust I to maintain the Investor Interest of the master collateral certificate. If the master collateral certificate has a shortfall in collections of principal receivables with respect to a series of notes, but other series of notes and/or investor certificates issued by trust I have excess collections of principal receivables, a portion of the excess collections of principal receivables allocated to the other series of notes and/or series of investor certificates issued by trust I will be reallocated to the master collateral certificate and any other trust I investor certificate which may have a shortfall in collections of principal receivables and the master collateral certificate’s share of the excess collections of principal receivables from the other series will be paid to the issuer and treated as Available Principal Amounts.

The master collateral certificate will also be allocated a portion of the net investment earnings, if any, on amounts in the trust I finance charge account and the trust I principal account. Such net investment earnings and any earnings within the issuer will be treated as Available Funds.

Following a Pay-Out Event with respect to the master collateral certificate, all collections of principal receivables for any month allocated to the investor interest of the master collateral certificate will be used to cover principal payments to the issuer as holder of the master collateral certificate.

Issuer Accounts

The issuer will establish a collection account, into which all collections on the master collateral certificate will be deposited. The issuer will also establish a principal funding account, an interest funding account and an

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accumulation reserve account for the benefit of the Series 2004-1 notes, which will have subaccounts for each class of notes, and a Class C reserve account.

Each month, distributions on the master collateral certificate will be deposited into the collection account, and then allocated to each series of notes (including Series 2004-1), and then allocated to the principal funding account, the interest funding account, the accumulation reserve account and the Class C reserve account.

Funds on deposit in the principal funding account and the interest funding account, including net investment earnings, will be used to make payments of principal of and interest on the Series 2004-1 notes when such payments are due. See “Deposit and Application of Funds—Targeted Deposits of Available Funds to the Interest Funding Account.”

If the earnings on funds in the principal funding subaccount are less than the interest payable on the portion of principal in the principal funding subaccount for the applicable class of notes, the amount of such shortfall will be withdrawn from the accumulation reserve account to the extent available. See “Deposit and Application of Funds—Series 2004-1 Available Funds” and “Withdrawals from the Accumulation Reserve Account”.

Limited Recourse to the Issuer; Security for the Notes

Available Funds and Available Principal Amounts, funds on deposit in the applicable issuer accounts and proceeds of sales of the noteholders’ allocable portion of the master collateral certificate provide the only source of payment for principal of or interest on the notes. Noteholders will have no recourse to any other assets of the issuer or any other person or entity for the payment of principal of or interest on the notes.

The notes are secured by a shared security interest in the master collateral certificate and funds in the accounts of the issuer, and are entitled to the benefits of only that portion of those assets allocated to it under the indenture and the related indenture supplement.

DEPOSIT AND APPLICATION OF FUNDS

The indenture specifies how collections of trust I finance charge receivables and principal receivables allocated and paid to the issuer as master collateral certificateholder will be allocated among the multiple series of notes secured by the master collateral certificate. The Series 2004-1 indenture supplement specifies how the Available Funds (which are the Series 2004-1 share of finance charge collections allocated and paid to the issuer plus other amounts treated as Available Funds) and Available Principal Amounts (which are the Series 2004-1 share of principal collections allocated and paid to the issuer plus other amounts treated as Available Principal Amounts) will be deposited into the issuer accounts established for the Series 2004-1 notes to provide for the payment of interest on and principal of Series 2004-1 notes as payments become due. In addition, the Series 2004-1 indenture supplement specifies how defaults on principal receivables in trust I will be allocated to the master collateral certificate and the Series 2004-1 notes. The following sections summarize those provisions.

Series 2004-1 Available Funds

Series 2004-1 available funds, referred to herein as “Available Funds“, will consist of the following amounts:

• The Series 2004-1 share of collections of finance charge receivables allocated and paid to the master collateral certificateholder and investment earnings on funds held in the collection account.

• Withdrawals from the accumulation reserve subaccount.

If the number of months targeted to accumulate budgeted deposits of Available Principal Amounts for the payment of principal on a class of notes is greater than one month, then the issuer will begin to fund an accumulation reserve subaccount for such class of notes. See “—Targeted Deposits of Available Principal Amounts to the Principal Funding Account.” The amount targeted

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to be deposited in the accumulation reserve account for each month, beginning with the third month prior to which Available Principal Amounts are to be accumulated for such class of notes, will be an amount equal to 0.30% of the outstanding principal amount of such class of notes.

On each transfer date, the issuer will calculate the targeted amount of principal funding subaccount earnings for each class of notes, which will be equal to the amount that the funds on deposit in each principal funding subaccount would earn at the interest rate payable by the issuer on the related class of notes. As a general rule, if the amount actually earned on such funds on deposit is less than the targeted amount of earnings, then the amount of such shortfall will be withdrawn from the accumulation reserve subaccount and treated as Available Funds for such month.

• Investment earnings on amounts on deposit in the principal funding account, interest funding account and accumulation reserve account for the Series 2004-1.

• Any shared excess available funds allocable to the Series 2004-1. See “—Shared Finance Charge Collections” in this prospectus.

A “transfer date” is the business day immediately prior to a distribution date. In general, it is the date that funds are transferred to the appropriate accounts for distribution on the distribution date.

Application of Available Funds

On each Transfer date, the indenture trustee will apply Available Funds as follows:

• first, to pay the unpaid fees of the indenture trustee;

• second, to make the targeted deposits to the interest funding account to fund the payment of interest on the notes;

• third, to be treated as Available Principal Amounts in an amount equal to the amount of defaults on principal receivables in trust I allocated to the Series 2004-1 for the preceding month;

• fourth, to be treated as Available Principal Amounts in an amount equal to the Nominal Liquidation Amount Deficits, if any, of Series 2004-1 notes;

• fifth, to make the targeted deposit to the accumulation reserve account, if any;

• sixth, to make the targeted deposit to the Class C reserve account, if any;

• seventh, to be treated as shared excess available funds; and

• eighth, to the issuer.

Targeted Deposits of Available Funds to the Interest Funding Account

The aggregate deposit targeted to be made each month to the interest funding account will be equal to the sum of the interest funding account deposits targeted to be made for each class of notes set forth below. The deposit targeted for any month will also include any shortfall in the targeted deposit from any prior month which has not been previously deposited.

• Interest Payments. The deposit targeted for interest on each transfer date will be equal to the sum of the Class A Monthly Interest, Class B Monthly Interest and Class C Monthly Interest for the related monthly interest period.

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• Additional Interest. The deposit targeted for interest on each transfer date will also include the sum of the Class A Additional Interest, the Class B Additional Interest and the Class C Additional Interest, if any, for the related monthly interest period.

Each deposit to the interest funding account for each month will be made on the following Transfer date.

Allocation to Interest Funding Subaccounts

The aggregate amount to be deposited in the interest funding account will be allocated, and a portion deposited in the interest funding subaccount established for each class of notes, as follows:

• Available Funds are at least equal to targeted amounts. If Available Funds are at least equal to the sum of the deposits targeted by each class of notes as described above, then that targeted amount will be deposited in the interest funding subaccount established for each class.

• Available Funds are less than targeted amounts. If Available Funds are less than the sum of the deposits targeted by each class of notes as described above, then Available Funds will be allocated to each class of notes as follows:

• first, to cover the deposits with respect to the Class A notes,

• second, to cover the deposits with respect to the Class B notes, and

• third, to cover the deposits with respect to the Class C notes.

Allocations of Reductions from Defaulted Amounts and Reallocations of Available Principal Amounts

On each transfer date, if the portion of the Default Amount allocable to Series 2004-1 exceeds Available Funds which are not required to cover indenture trustee fees and interest, then the Class D nominal liquidation amount will be reduced by the amount of that excess plus the aggregate amount of any reallocations of Available Principal Amounts described below in clauses one through four under “—Application of Available Principal Amounts”. The amount of this reduction to the Class D nominal liquidation amount is called a “Class D Nominal Liquidation Amount Deficit.”

If the Class D nominal liquidation amount is insufficient to cover that amount, the Class D nominal liquidation amount will be reduced to zero, and the Class C nominal liquidation amount will be reduced by the amount of that excess. The amount of this reduction to the Class C nominal liquidation amount is called a “Class C Nominal Liquidation Amount Deficit.” The occurrence of a Class C Nominal Liquidation Amount Deficit will have the effect of delaying or reducing the return of principal and interest to the Class C noteholders.

If the Class C nominal liquidation amount is insufficient to cover that amount, the Class C nominal liquidation amount will be reduced to zero, and the Class B nominal liquidation amount will be reduced by the amount of that excess. The amount of this reduction to the Class B nominal liquidation amount is called a “Class B Nominal Liquidation Amount Deficit.” The occurrence of a Class B Nominal Liquidation Amount Deficit will have the effect of delaying or reducing the return of principal and interest to the Class B noteholders.

If the Class B nominal liquidation amount is insufficient to cover that amount, the Class B nominal liquidation amount will be reduced to zero, and the Class A nominal liquidation amount will be reduced by the amount of that excess, but shall not be reduced below zero. The amount of this reduction to the Class A nominal liquidation amount is called a “Class A Nominal Liquidation Amount Deficit.” The occurrence of a Class A Investor Nominal Liquidation Amount Deficit will have the effect of delaying or reducing the return of principal and interest to the Class A noteholders.

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The “Nominal Liquidation Amount Deficit“ is equal to the sum of the Class A Nominal Liquidation Amount Deficit, Class B Nominal Liquidation Amount Deficit, Class C Nominal Liquidation Amount Deficit and the Class D Nominal Liquidation Amount Deficit.

The “Default Amount” for any monthly period equals the amount of principal receivables in trust I that are defaulted receivables, net of Recoveries received during the related monthly period that have been applied to defaulted receivables, for that monthly period, which are allocable to the master collateral certificate.

“Defaulted receivables” are, with respect to any monthly period, receivables:

• as to which the related insurance policy or policies have been canceled for 270 days or more;

• as to which the related insurance policy or policies cannot be cancelled, and with respect to which no payment has been received for 300 days since the payment due date; or

• that the servicer has charged off in accordance with its customary and usual practices.

“Recoveries” are, with respect to any monthly period, all amounts received by the servicer in respect of defaulted receivables during that monthly period, less related expenses of outside collection agencies.

In the event that one of the receivables in an account is a defaulted receivable, this account is referred to as a “defaulted account.” If, for administrative reasons the servicer is unable to identify or segregate which receivables in a defaulted account are defaulted receivables, all of the receivables in that defaulted account will be treated as defaulted receivables. The servicer is currently unable to segregate receivables in an account.

Allocations of Reimbursements of Nominal Liquidation Amount Deficits

If there are Available Funds available to reimburse any Nominal Liquidation Amount Deficits on any transfer date, such funds will be allocated to each class of notes and reinstate the nominal liquidation amount of such class of notes as follows:

• first, to the Class A notes,

• second, to the Class B notes,

• third, to the Class C notes, and

• fourth, to the Class D notes.

Series 2004-1 Available Principal Amounts

Series 2004-1 available principal amounts, referred to herein as “Available Principal Amounts“, will consist of the following amounts:

• The Series 2004-1 share of principal collections and amounts on deposit in the excess funding account allocated and paid to the master collateral certificateholder. See “Sources of Funds to Pay the Notes—The Master Collateral Certificate” and “Description of Trust I and the Master Collateral Certificate—Excess Funding Account”.

• Any Available Funds available to cover defaults in the related monthly period or to reimburse any Nominal Liquidation Amount Deficits, which are to be treated as Available Principal Amounts.

• Any shared principal allocable to Series 2004-1. See “—Shared Principal Collections”.

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Application of Available Principal Amounts

On each Transfer date, the indenture trustee will apply Available Principal Amounts as follows:

• first, for each month, if Available Funds are insufficient to pay the indenture trustee fee for such month, then Available Principal Amounts (in an amount not to exceed the collections of principal receivables allocated to the nominal liquidation amounts of the Class B notes, the Class C notes and the Class D notes for each day during such month) will be paid to the trustee in an amount equal to such trustee fee for such month;

• second, for each month, if Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for the Class A notes, then Available Principal Amounts (in an amount not to exceed the collections of principal receivables allocated to the nominal liquidation amounts of the Class B notes, the Class C notes and the Class D notes for each day during such month minus the aggregate amount of Available Principal Amounts reallocated as described in the first clause above) will be allocated to the interest funding subaccount of the Class A notes;

• third, for each month, if Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for the Class B notes, then Available Principal Amounts (in an amount not to exceed the collections of principal receivables allocated to the nominal liquidation amounts of the Class C notes and the Class D notes for each day during such month minus the aggregate amount of Available Principal Amounts reallocated as described in the first and second clause above) will be allocated to the interest funding subaccount of the Class B notes;

• fourth, for each month, if Available Funds are insufficient to make the full targeted deposit into the interest funding subaccount for the Class C notes, then Available Principal Amounts (in an amount not to exceed the collections of principal receivables allocated to the nominal liquidation amounts of the Class D notes for each day during such month minus the aggregate amount of Available Principal Amounts reallocated as described in the first, second and third clause above) will be allocated to the interest funding subaccount of the Class C notes;

• fifth, to make the targeted deposits to the principal funding account as described below under “—Targeted Deposits of Available Principal Amounts to the Principal Funding Account”; and

• sixth, to the issuer for reinvestment in the investor interest of the master collateral certificate.

Targeted Deposits of Available Principal Amounts to the Principal Funding Account

The amount targeted to be deposited into the principal funding account in any month will be the sum of the following amounts:

• Expected Principal Payment Date. For the month before the expected principal payment date of a class of notes, the deposit targeted for that class of notes for that month is equal to the nominal liquidation amount of that class of notes as of the close of business on the last day of such month, determined after giving effect to any charge-offs on principal receivables in trust I and any reallocations, payments or deposits of Available Principal Amounts occurring on the following transfer date.

• Budgeted Deposits. Each month beginning with the ninth month before the expected principal payment date of a class of notes, the deposit targeted to be made into the principal funding subaccount for that class of notes will be one-ninth of the expected outstanding principal amount of that class of notes as of its expected principal payment date.

The issuer may postpone the date of the targeted deposits under the previous sentence. If the issuer and the servicer determine that less than nine months would be required to accumulate Available

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Principal Amounts necessary to pay a class of notes on its expected principal payment date, using conservative historical information about payment rates of principal receivables under trust I and after taking into account all of the other expected payments of principal of trust I investor certificates and notes to be made in the next nine months, then the start of the targeted deposits may be postponed each month by one month, with proportionately larger targeted deposits for each month of postponement. Such postponement may not reduce the length of the note accumulation period to a period shorter than one month.

The period beginning on the first day of the month with respect to which a budgeted deposit is made on the related transfer date with respect to a series of notes and ending on the expected principal payment date is referred to herein as the “note accumulation period.” The period beginning on the closing date and ending on the day prior to the beginning of the note accumulation period is referred to herein as the “note revolving period“.

In determining the length of the note accumulation period, the following assumptions are to be made:

• monthly collections of principal receivables expected to be distributable to the master collateral certificate have a principal payment rate no greater than the lowest monthly principal payment rate on the receivables for the preceding twelve months;

• the amount of principal expected to be distributable to the master collateral certificate remains constant at the level existing on the applicable determination date;

• no Pay-Out Event with respect to any series of trust I certificates or early redemption event with respect to any Series of notes will subsequently occur; and

• no additional series of trust I certificates or series of notes will be subsequently issued.

This calculation would permit the reduction of the length of the note accumulation period for the Series 2004-1 notes if additional series of notes have been issued that are not scheduled to be in their note accumulation periods during the Series 2004-1 Note Accumulation Period and if the principal payment rate on the receivables has increased since the closing date.

• Event of Default, Early Redemption Event or Other Optional or Mandatory Redemption. If any class of notes has been accelerated after the occurrence of an event of default during that month, or an early redemption event or other optional or mandatory redemption has occurred with respect to any class of notes, the deposit targeted for that class of notes with respect to that month and each following month will equal the nominal liquidation amount of that class of notes as of the close of business on the last day of the preceding month, determined after giving effect to reallocations, payments or deposits occurring on the Transfer date with respect to such month.

Allocation to Principal Funding Subaccounts

Available Principal Amounts, after any reallocation to cover Available Funds shortfalls, if any, will be allocated each month, and a portion deposited in the principal funding subaccount established for each class of notes, as follows:

• Available Principal Amounts Equal Targeted Amounts. If Available Principal Amounts remaining after giving effect to clauses one through five under “—Application of Available Principal Amounts” are equal to the sum of the deposits targeted by each class of notes, then the applicable targeted amount will be deposited in the principal funding subaccount established for each class.

• Available Principal Amounts Are Less Than Targeted Amounts. If Available Principal Amounts remaining after giving effect to clauses one through five under “—Application of Available

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Principal Amounts” are less than the sum of the deposits targeted by each class of notes, then Available Principal Amounts will be deposited in the principal funding subaccounts for each class in the following priority:

• first, the amount available will be allocated to the Class A notes,

• second, the amount available after the application above will be allocated to the Class B notes,

• third, the amount available after the applications above will be allocated to the Class C notes, and

• fourth, the amount available after the applications above will be allocated to the Class D notes.

Withdrawals from Interest Funding Subaccounts

After giving effect to all deposits of funds to the interest funding account in a month, to the extent funds are available, an amount equal to interest due on the applicable class of notes on the applicable interest payment date (including any overdue interest payments and additional interest on overdue interest payments) will be withdrawn from that interest funding subaccount and paid to the applicable paying agent.

If the aggregate amount available for withdrawal from an interest funding subaccount is less than all withdrawals required to be made from that subaccount after giving effect to all deposits, then the amounts on deposit in that interest funding subaccount will be withdrawn and, if payable to more than one person, applied pro rata based on the amounts of the withdrawals required to be made. After payment in full of any class of notes, any amount remaining on deposit in the applicable interest funding subaccount will be first applied to cover any interest funding subaccount shortfalls for other classes of notes in the manner described in “—Allocation to Interest Funding Subaccounts,” second applied to cover any principal funding subaccount shortfalls in the manner described in “—-Allocation to Principal Funding Subaccounts,” and third paid to the issuer.

Withdrawals from Principal Funding Account

After giving effect to all deposits of funds to the principal funding account in a month, on each applicable principal payment date or on the legal maturity date for each class of notes, to the extent funds are available in the applicable principal funding subaccount, an amount equal to the principal due on the applicable class of notes on the applicable principal payment date will be withdrawn from the applicable principal funding subaccount and paid to the applicable paying agent.

If the aggregate amount available for withdrawal from a principal funding subaccount for any class of notes is less than all withdrawals required to be made from that principal funding subaccount for that class in a month, then the amounts on deposit will be withdrawn and applied pro rata based on the amounts of the withdrawals required to be made. Upon payment in full of any class of notes, any remaining amount on deposit in the applicable principal funding subaccount will be first applied to cover any interest funding subaccount shortfalls for other classes of notes, second applied to cover any principal funding subaccount shortfalls, and third paid to the issuer.

Targeted Deposits to the Class C Reserve Account

The Class C reserve account will be funded on each transfer date, as necessary, from Available Funds as described under “—Application of Available Funds.” The aggregate deposit targeted to be made to the Class C reserve account in each month will be equal to the difference, if any, between the Class C Required Reserve Account Amount and the amount on deposit in the Class C Reserve Account.

The “Class C Required Reserve Account Amount“ for any transfer date will equal the lesser of (i) the product of (a) the Class C Required Reserve Account Percentage and (b) the aggregate outstanding principal

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balance of the Class A notes, Class B notes, Class C notes and Class D notes and (ii) the aggregate outstanding principal balance of the Class C notes less amounts in the Principal Funding Account for the Class C notes.

The “Class C Required Reserve Account Percentage“ will equal 0.50% on the closing date and thereafter, with respect to any transfer date, will be determined in accordance with the following table based on the average excess spread rate for the preceding three consecutive monthly periods (such average computed by totaling the excess spread rates for such monthly periods and dividing by three):

Three-month average excess spread rate	Class C Required Reserve Account Percentage
> 2.00%	0.50%
<= 2.00%, but > 1.5%	1.00%
<= 1.50%, but > 1.0%	1.50%
<= 1.00%	2.50%

“Excess spread rate“ means, for any monthly period, an amount by which (a) the Net Portfolio Yield exceeds (b) the Base Rate.

“Net Portfolio Yield” is, with respect to any monthly period, the annualized percentage equivalent of a fraction, the numerator of which is the sum of collections of finance charge receivables allocable to the nominal liquidation amount of the Series 2004-1 notes, interest earned on funds in the Principal Funding Account, interest earned on funds allocable to the nominal liquidation amount of the Series 2004-1 notes in the Excess Funding Account and amounts withdrawn from the accumulation reserve account and treated as Available Funds for that monthly period, after subtracting the Investor Default Amount for that monthly period, and the denominator of which is the nominal liquidation amount of the Series 2004-1 notes as of the close of business on the last day of that monthly period.

The “Base Rate” is, with respect to any monthly period, the annualized percentage equivalent of a fraction, (a) the numerator of which is the sum of the Class A Monthly Interest, Class B Monthly Interest and Class C Monthly Interest, each for the related distribution date, and the portion of the servicing fee allocable to the master collateral certificate with respect to the nominal liquidation amount of the Series 2004-1 notes for that monthly period, and (b) the denominator of which is the nominal liquidation amount of the Series 2004-1 notes as of the close of business on the last day of that monthly period.

On each transfer date with respect to which the Class C notes have not been accelerated, after giving effect to any deposit to be made to, and any withdrawal to be made from, the Class C Required Reserve Account Amount on that transfer date, the indenture trustee will withdraw from the Class C Required Reserve Account Amount an amount equal to the excess, if any, of the amount on deposit in the Class C reserve account over the Class C Required Reserve Account Amount and distribute that excess to the issuer.

The indenture trustee, at the direction of the issuer, will invest all amounts on deposit in the Class C reserve account on any transfer date (after giving effect to any deposits to, or withdrawals from, the accumulation reserve account to be made on that transfer date) to the following transfer date, in Permitted Investments. The interest and other investment income (net of investment expenses and losses) earned on these Permitted Investments will be retained in the Class C reserve account (to the extent the amount on deposit is less than the Class C Required Reserve Account Amount) for the benefit of the Class C notes.

Withdrawals from the Class C Reserve Account

Withdrawals will be made from the Class C reserve account, but in no event more than the amount on deposit therein, as follows:

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• On each transfer date, if Available Funds and Available Principal Amounts are insufficient to pay interest and targeted deposits to the principal funding account with respect to the Class C notes, the issuer will withdraw the sum of those amounts from the Class C reserve account, to the extent available, for deposit first to the interest funding account and then to the principal funding account, as applicable, for the benefit of the Class C notes.

Amounts on deposit in the Class C reserve account will not be available to make payments on the Class A notes or Class B notes.

Targeted Deposits to the Accumulation Reserve Account

Pursuant to the Series 2004-1 series supplement, the indenture trustee will establish and maintain a segregated account held for the benefit of the Series 2004-1 noteholders, called the “accumulation reserve account.” Funds in this account will be used to assist with distribution of interest on the notes during the period when trust I finance charges allocated to the Series 2004-1 notes are reduced in proportion to the reduction of the nominal liquidation amount due to the retention of Available Principal Amounts in the principal funding subaccounts for the notes. During this period the issuer is obligated to pay interest on the full outstanding principal amount of the notes at the stated rate of interest on the notes, which is likely to be higher than what is earned on funds in the principal funding subaccounts. The reserve account will be established as a segregated trust account or as a segregated account with a Qualified Institution.

On each transfer date from and after the reserve account funding date, the accumulation reserve subaccount for a class of notes will be funded, to the extent that the amount on deposit is less than the Required Reserve Account Amount, from Available Funds as described under “ – Application of Available Funds.”

The “reserve account funding date” will be the transfer date with respect to the monthly period that commences no later than three months prior to the note accumulation period as described under “ – Targeted Deposits of Available Principal Amounts to the Principal Funding Account.”

The “Required Reserve Account Amount” for any transfer date on or after the reserve account funding date will equal:

• 0.30% of the outstanding principal balance of the Series 2004-1 notes; or

• any other amount designated by the issuer, as described below.

If the issuer intends to reduce the Required Reserve Account Amount to an amount that is less than 0.30% of the outstanding principal balance of the Series 2004-1 notes, it must obtain the prior approval of the rating agencies rating any class of Series 2004-1 notes and provide the indenture trustee with evidence that the Rating Agency Condition has been satisfied. In addition, it must deliver to the indenture trustee a certificate of an authorized officer to the effect that, based on the facts known to the officer at that time, in the reasonable belief of the issuer, the reduction in the Required Reserve Amount will not cause an early redemption event or an event that, after the giving of notice or the lapse of time, would cause an early redemption event to occur with respect to this series.

On each transfer date, after giving effect to any deposit to be made to, and any withdrawal to be made from, the accumulation reserve account on that transfer date, the indenture trustee will withdraw from the accumulation reserve account an amount equal to the excess, if any, of the amount on deposit in the accumulation reserve account over the Required Reserve Account Amount and distribute that excess to the issuer.

The indenture trustee, at the direction of the issuer, will invest all amounts on deposit in the accumulation reserve account on any transfer date (after giving effect to any deposits to, or withdrawals from, the accumulation reserve account to be made on that transfer date) to the following transfer date, in Permitted Investments. The interest and other investment income (net of investment expenses and losses) earned on these Permitted Investments

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will be retained in the accumulation reserve account (to the extent the amount on deposit is less than the Required Reserve Account Amount) or be treated as Available Funds.

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

• the first transfer date with respect to the rapid note amortization period; and

• termination of the indenture.

Upon the termination of the accumulation reserve account, all amounts on deposit in the accumulation reserve account (after giving effect to any withdrawals from the reserve account on that date as described above) will be distributed to the issuer. Any amounts withdrawn from the accumulation reserve account and distributed to the issuer will not be available for distribution to the noteholders.

Withdrawals from the Accumulation Reserve Account

Withdrawals will be made from the accumulation reserve account, but in no event more than the amount on deposit therein as follows:

• On or prior to each transfer date, the issuer will calculate for each class of notes the amount of any shortfall of net investment earnings for amounts on deposit in the principal funding subaccount for that class over the amount of interest that would have accrued on such deposit if that class had borne interest at the applicable note interest rate for the prior month. If there is any such shortfall for that transfer date, or any unpaid shortfall from any earlier transfer date, the issuer will withdraw the sum of those amounts from the accumulation reserve subaccount, to the extent available, for treatment as Available Funds for such month.

Shared Finance Charge Collections

To the extent that Available Funds are not required to make the payments described under “ – Application of Available Funds”, these amounts may be applied to make payments to other series of notes and/or trust I certificates as shared finance charge collections.

Conversely, the Series 2004-1 notes may receive the benefit of available funds allocable to other series of notes or other series of certificates of trust I to the extent they become shared finance charge collections and are not required to make payments with respect to those series of notes or other series of certificates of trust I, respectively.

If the aggregate amount of finance charge shortfalls on all series of notes and/or trust I certificates other than the master collateral certificate exceeds shared finance charge collections for any month, shared finance charge collections will be allocated pro rata among the applicable series of notes and/or trust I certificates based on the relative amounts of finance charge shortfalls of such series.

Shared Principal Collections

To the extent that Available Principal Collections are not necessary to make payments to the nominal liquidation amount or deposits to the principal funding account, these amounts may be applied to cover principal shortfalls on other series of notes and/or trust I certificates or paid to the transferor.

The payment of shared principal collections to other series of notes, trust I certificates or to the transferor will not reduce the nominal liquidation amount.

In addition, the Series 2004-1 notes may receive or the issuer as holder of the master collateral certificate, may receive, the benefit of collections of principal receivables allocable to other series of notes or other series of certificates of trust I, respectively, to the extent they are not necessary to make payments or deposits with respect to those series of notes or other series of certificates of trust I, respectively.

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If the aggregate amount of principal shortfalls on all series of notes and/or trust I certificates other than the master collateral certificate exceeds shared principal collections for any month, shared principal collections will be allocated pro rata among the applicable series of notes and/or trust I certificates based on the relative amounts of principal shortfalls of such series.

Paired Series

The Series 2004-1 notes may be paired with one or more series of notes issued at a later time after the note accumulation period for Series 2004-1 begins and prior to the occurrence of a rapid note amortization period. We call each of these later issued series a paired series. All or a portion of a paired series may be pre-funded with an initial deposit to a funding account that is for the sole benefit of the paired series; in the alternative, a paired series may have a principal amount that can be increased. As your series amortizes, if there have been no unreimbursed Investor Charge-Offs for any paired series, the nominal liquidation amount of the paired series will be increased by an amount equal to the related amortized amount. The issuance of the paired series will be subject to the conditions described under “Description of the Notes—Issuances of New Series of Notes”.

We cannot assure you that the terms of any paired series will not have an impact on the calculation of the aggregate nominal liquidation amount of all notes issued by the issuer or the timing or amount of payments received by you as a Series 2004-1 noteholder. The extent to which the timing or amount of payments received by you may be affected will depend on many factors, only one of which is a change in the calculation of the aggregate nominal liquidation amount of the issuer’s notes.

Pro Rata Payments Within a Class

All notes of a class will receive payments of principal and interest pro rata based on the stated principal amount of each note in that class.

THE INDENTURE

The notes will be issued pursuant to the terms of the indenture and a related indenture supplement. The following discussion summarizes the material terms of the notes, the indenture and the indenture supplements. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the notes, the indenture and the indenture supplements.

Indenture Trustee

Wells Fargo Bank, N.A. is the trustee under the indenture for the notes. Its principal corporate trust office is located at Sixth Street and Marquette Avenue, N9311-161, Minneapolis, Minnesota 55479.

The indenture trustee may resign at any time. The issuer may also remove the indenture trustee if the indenture trustee is no longer eligible to act as trustee under the indenture or if the indenture trustee becomes insolvent. In all circumstances, the issuer must appoint a successor indenture trustee for the notes. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee will not become effective until the successor indenture trustee accepts the appointment.

The issuer or its affiliates may maintain accounts and other banking or trustee relationships with the indenture trustee and its affiliates.

Issuer Covenants

The issuer will not, among other things:

• claim any credit on or make any deduction from the principal and interest payable on the notes, other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law,

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• voluntarily dissolve or liquidate, or

• permit (A) the validity or effectiveness of the indenture to be impaired, or permit the lien created by the indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture, (B) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien created by the indenture) to be created on or extend to or otherwise arise upon or burden the collateral securing the notes or proceeds thereof or (C) the lien of the indenture not to constitute a valid first priority security interest in the collateral securing the notes.

The issuer will not incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the notes.

The issuer will also covenant that if:

• the issuer defaults in the payment of interest on any series or class of notes when such interest becomes due and payable and such default continues for a period of 35 days following the date on which such interest became due and payable, or

• the issuer defaults in the payment of the principal of any series or class of notes on its legal maturity date,

and any such default continues beyond any specified period of grace provided with respect to such series or class of notes, the issuer will, upon demand of the indenture trustee, pay to the indenture trustee, for the benefit of the holders of any such notes of the affected series or class, the whole amount then due and payable on any such notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest. In addition, the issuer will pay an amount sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the indenture trustee, its agents and counsel and all other compensation due to the indenture trustee. If the issuer fails to pay such amounts upon such demand, the indenture trustee may institute a judicial proceeding for the collection of the unpaid amounts described above.

Early Redemption Events

Upon the occurrence of an early redemption event, the rapid note amortization period will commence. For a discussion of the application of funds after the occurrence of an early redemption event see “Deposit and Application of Funds — Application of Available Principal Amounts” and “— Targeted Deposits of Available Principal Amounts to the Principal Funding Account. “

Early redemption events include the following:

• with respect to any class of notes, the occurrence of such note’s expected principal payment date;

• each of the Pay-Out Events applicable to the master collateral certificate, as described below under “—Trust I Pay-Out Events;”

• an event of default with respect to the notes;

• the issuer becoming an “investment company” within the meaning of the Investment Company Act of 1940, as amended (referred to as the “Investment Company Act”);

• the average Net Portfolio Yield for any three consecutive monthly periods is less than the average Base Rate for such period; and

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• the nominal liquidation amount of either the Class A notes, the Class B notes or the Class C notes shall not have been reduced to zero on the respective scheduled payment date.

No Available Principal Amounts will be allocated to a series or class of notes with a nominal liquidation amount of zero, even if the stated principal amount of that series or class has not been paid in full. However, any funds previously deposited in the applicable principal funding subaccount, interest funding subaccount and Class C reserve account will still be available to pay principal of and interest on that series or class of notes. In addition, if Available Funds are available, they can be applied to reimburse reductions in the nominal liquidation amount of that series or class resulting from reallocations of Available Principal Amounts, or from charge-offs for uncovered defaults on principal receivables in trust I.

If an Early Redemption Event occurs, the average life and maturity of the notes could be significantly reduced. The notes do not carry a prepayment premium payable upon the occurrence of an early redemption event and any reinvestment risk will be borne by the noteholders.

Trust I Pay-Out Events

As described above, the occurrence of any of the following trust I “Pay-Out Events” applicable to the master collateral certificate will also trigger the commencement of the note rapid amortization period:

(a) certain insolvency events involving the seller, the transferor or either originator;

(b) trust I becoming an “investment company” within the meaning of the Investment Company Act;

(c) until the Eligibility Criteria Change Date, either 90 days following a back-up servicer’s becoming legally unable to act as successor servicer, or the failure to have appointed a successor back-up servicer that satisfies the Rating Agency Condition within 90 days after resignation, termination or other required replacement of a back-up servicer;

(d) the failure of the transferor to make certain payments or deposits of funds for the benefit of the certificateholders within the time periods stated in the pooling and servicing agreement;

(e) material breaches of certain representations, warranties or covenants of the transferor;

(f) the failure of either originator to transfer additional receivables to the seller when required by the first tier receivables purchase agreement, or the failure of the seller to transfer receivables to the transferor when required by the second tier receivables purchase agreement, or the failure of the transferor to convey additional receivables when required by the pooling and servicing agreement;

(g) the occurrence of a Servicer Default that would have a material adverse effect on the noteholders;

(h) the Monthly Payment Rate averaged for three consecutive monthly periods being less than 12%;

(i) the third consecutive Determination Date on which:

(i) the aggregate receivables related to a single borrower (or an affiliated group of borrowers) exceeds 5% of aggregate receivables,

(ii) there exists an Excess Insurer Concentration Amount,

(iii) the aggregate receivables relating to the financing of the insurance premiums of Tier 4 insurers exceeds 5% of aggregate receivables,

(iv) the aggregate receivables relating to the financing of the insurance premiums of Tier 3 insurers exceeds 30% of aggregate receivables,

(v) the aggregate receivables relating to the Tier 3 Insurers with the five largest aggregate amounts of insurance premiums financed by the receivables relative to all insurance carriers with insurance premiums financed by the receivables exceeds 17% of aggregate receivables, or

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(vi) the aggregate receivables relating to the Tier 2 Insurers with the four largest aggregate amounts of insurance premiums financed by the receivables relative to all insurance carriers with insurance premiums financed by the receivables exceeds 30% of aggregate receivables;

(j) the originators ceasing to be the servicer under the pooling and servicing agreement; or

(k) the failure of the servicer (so long as the originator is a servicer) to remove receivables from trust I or indemnify trust I for certain losses resulting from the breach of the servicer’s covenant to maintain certain licenses and regulatory approvals as described under “Description of Trust I and the Master Collateral Certificate—Certain Covenants.”

In the case of any event described in clause (d), (e), or (g) 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 trust I trustee or Series 2004-1 noteholders evidencing nominal liquidation amounts aggregating more than 50% of the Series 2004-1 nominal liquidation amount, by written notice to the transferor and the servicer (and to the indenture trustee if given by the noteholders) declare that a Pay-Out Event has occurred with respect to the master collateral certificate as of the date of that notice.

In the case of any event described in clause (a), (b), (c), (f), (j) or (k), a Pay-Out Event with respect to all series of certificates then outstanding, and in the case of any event described in clause (h) or (i), a Pay-Out Event with respect to only the master collateral certificate, will be deemed to have occurred without any notice or other action on the part of the indenture trustee, the noteholders, the master collateral certificate or any certificateholder of other series, as appropriate, immediately upon the occurrence of that event.

The Pay-Out Event described in clause (i) may be amended at any time by the transferor, the trust I trustee and the servicer, without the consent of any noteholder, if the Rating Agency Condition is satisfied.

In addition to triggering an automatic Pay-Out Event with respect to all series, if pursuant to certain provisions of Federal law, the transferor voluntarily enters liquidation or a receiver is appointed for the transferor, on the day of that event the transferor will immediately cease to transfer receivables to trust I and promptly give notice to the trust I trustee of that event. Within 15 days, the trust I trustee will publish a notice of the liquidation or the appointment stating that the trust I trustee intends to sell, dispose of, or otherwise liquidate the receivables in a commercially reasonable manner. Unless otherwise instructed within a specified period by noteholders representing nominal liquidation amounts aggregating more than 50% of the Series 2004-1 nominal liquidation amount and the investor interests of each other outstanding series of certificates (or if any series has more than one class, of each class, and any other person specified in the pooling and servicing agreement or a series supplement), the trust I trustee will sell, dispose of, or otherwise liquidate the receivables in a commercially reasonable manner and on commercially reasonable terms. The proceeds from the sale, disposition or liquidation of the receivables will be treated as collections of the receivables and applied as specified above in “Deposit and Application of Funds— Application of Available Funds” and “—Application of Available Principal Amounts.”

If the only Pay-Out Event to occur is either the insolvency of the transferor or the appointment of a conservator or receiver for the transferor, the conservator or receiver may have the power to prevent the early sale, liquidation or disposition of the receivables and the commencement of a rapid amortization period. In addition, a conservator or receiver may have the power to cause the early sale of the receivables and the early retirement of the notes. We refer you to “Risk Factors—An insolvency of the transferor may delay, accelerate or reduce payments to you” and “Certain Legal Aspects of the Receivables—Certain Matters Relating to Receivership.”

The “Monthly Payment Rate” is, with respect to any monthly period, a fraction (expressed as a percentage), the numerator of which equals the aggregate collections received by the servicer during that monthly period and the denominator of which equals the aggregate amount of principal receivables in trust I at the close of business of the fifteenth day of that monthly period (or the next business day, if the fifteenth is not a business day).

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The “Excess Insurer Concentration Amount” is, as of any date of determination, an amount equal to the sum of:

• with respect to Lloyd’s of London, if Lloyd’s has a financial strength or corporate debt rating from S&P of at least A-, the amount by which aggregate receivables relating to the financing of insurance premiums of Lloyd’s, as a percentage of aggregate receivables, exceeds 15%, or if such ratings of Lloyd’s are below such levels, 5%;

• with respect to American International Group, Inc., (“AIG“) and its affiliates and subsidiaries, if AIG has a financial strength rating, or if not available corporate debt rating from Standard & Poor’s of at least AA- and a financial strength rating, or if not available corporate debt rating from Moody’s of at least Aa3, the amount by which aggregate receivables relating to the financing of insurance premiums of AIG and its affiliates and subsidiaries, as a percentage of aggregate receivables, exceeds 35%, or if such ratings of AIG are below such levels, as set forth below;

• with respect to each Tier 1 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of that Tier 1 Insurer, as a percentage of aggregate receivables, exceeds 20%;

• with respect to each Tier 2 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of that Tier 2 Insurer, as a percentage of aggregate receivables exceeds 10%; and

• with respect to each Tier 3 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of that Tier 3 Insurer, as a percentage of aggregate receivables, exceeds 5%; and

• with respect to each Tier 4 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of that Tier 4 Insurer, as a percentage of aggregate receivables exceeds 3%.

For the avoidance of doubt, if more than one clause above is applicable with respect to an insurer, the portion of the Excess Insurer Concentration Amount with respect to such insurer shall be determined pursuant to the first applicable cause, in such order as set forth above.

A “Tier 1 Insurer” is, as of any date of determination, applying, if applicable, the split rating determination methodology, an insurance carrier that has a then current (i) claims-paying ability rating, if available, otherwise a senior unsecured rating, from Standard & Poor’s of at least A- and/or (ii) insurance financial strength rating, if available, otherwise a senior unsecured rating, from Moody’s of at least A3.

A “Tier 2 Insurer” is, as of any date of determination, applying, if applicable, the split rating determination methodology, an insurance carrier that has a then current (i) claims-paying ability rating, if available, otherwise a senior unsecured rating, from Standard & Poor’s of at least BBB-, but below A- and/or (ii) insurance financial strength rating, if available, otherwise a senior unsecured rating, from Moody’s of at least Baa3, but below A3.

A “Tier 3 Insurer” is, as of any date of determination, applying, if applicable, the split rating determination methodology, (i) an insurance carrier (that is not a foreign carrier, except for Lloyd’s) that has a then current (a) claims-paying ability rating, if available, otherwise a senior unsecured rating, of below investment grade (investment grade being a rating in one of the top four generic rating categories, irrespective of any plus or minus) from Standard & Poor’s and/or (b) an insurance financial strength rating, if available, otherwise a senior unsecured rating, of below investment grade (investment grade being a rating in one of the top four generic rating categories, irrespective of any plus or minus) by Moody’s; or (ii) an insurance carrier (that is not a foreign carrier, except for Lloyd’s) that has been rated by neither Standard & Poor’s nor Moody’s.

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A “Tier 4 Insurer“ is, as of any date of determination, a foreign insurance carrier (other than Lloyd’s) that would otherwise be a Tier 3 Insurer.

For purposes of determining whether an insurance carrier is a Tier 1 Insurer, a Tier 2 Insurer, a Tier 3 Insurer or a Tier 4 Insurer, the “split rating determination methodology” will be as follows:

• in the event that an insurance carrier has a split rating from Moody’s and Standard & Poor’s, the insurance carrier will be considered to have a single rating equal to the lower of the two ratings; and

• in the event that an insurance carrier (other than Lloyd’s of London) is rated by one but not both rating agencies, that rating will be reduced by one full rating category (i.e. from BBB to BB).

Events of Default

Each of the following events is an event of default for the notes:

• the issuer’s failure, for a period of 35 days, to pay interest on the Class A notes, Class B notes or Class C notes when such interest becomes due and payable;

• the issuer’s failure to pay the principal amount of the Class A notes, the Class B notes, the Class C notes or the Class D notes on the applicable legal maturity date;

• the issuer’s default in the performance, or breach, of any other of its covenants or warranties in the indenture, for a period of 60 days after either the indenture trustee or the holders of at least 25% of the aggregate outstanding principal amount of the notes has provided written notice requiring remedy of such breach, and, as a result of such default, the interests of the noteholders are materially and adversely affected and continue to be materially and adversely affected during the 60 day period; and

• the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership of the issuer.

Failure to pay the full stated principal amount of a note on its expected principal payment date will not constitute an event of default. An event of default with respect to one series or class of notes will not necessarily be an event of default with respect to any other series or class of notes.

Events of Default Remedies

The occurrence of some events of default involving the bankruptcy or insolvency of the issuer results in an automatic acceleration of all of the notes. If other events of default occur and are continuing with respect to the notes, either the indenture trustee or the holders of more than a majority in aggregate outstanding principal amount of the notes may declare by written notice to the issuer the principal of outstanding notes to be immediately due and payable. This declaration of acceleration may generally be rescinded by the holders of a majority in aggregate outstanding principal amount of outstanding notes.

If the notes are accelerated before their legal maturity date, the indenture trustee may at any time thereafter sell the master collateral certificate, to the extent of the notes’ pro rata portion, in an amount up to the nominal liquidation amount plus any accrued, past due and additional interest on the notes. The indenture trustee shall direct a sale of the master collateral certificate if at least one of the following conditions is met:

• the holders of 100% of the aggregate outstanding principal amount of the notes consent; or

• the net proceeds of such sale (plus amounts on deposit in the applicable subaccounts) would be sufficient to pay all outstanding amounts due on the accelerated series or class of notes; or

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• there has been an event of default arising from a failure to make a required payment of interest or to pay principal on any notes on the applicable legal maturity date and the indenture trustee determines that the funds to be allocated to the accelerated series or class of notes may not be sufficient on an ongoing basis to make all payments on such notes as such payments would have become due if such obligations had not been declared due and payable, and the holders of not less than 66 ²/3% of the aggregate outstanding principal dollar amount of each class of notes of the accelerated series consents to the sale.

The Class D notes will not be permitted to vote with respect to the exercise of default remedies.

Any money or other property collected by the indenture trustee with respect to the notes in connection with a sale following an event of default will be applied in the following priority, at the dates fixed by the indenture trustee:

• first, to pay the unpaid fees of the indenture trustee;

• second, to pay the amounts of interest then due and unpaid, first to the Class A notes, then to the Class B notes and then to the Class C notes;

• third, to pay the principal amount then due and unpaid, first to the Class A notes, then to the Class B notes, then to the Class C notes and then to the Class D notes; and

• fourth, any remaining amounts will be paid to the issuer.

Upon the sale of the noteholders’ pro-rata portion of the master collateral certificate, the nominal liquidation amount with respect to the notes will be reduced to zero.

If a sale of the master collateral certificate does not take place following an acceleration of the notes, then the issuer will continue to hold the master collateral certificate, and distributions on the master collateral certificate will continue to be applied in accordance with the distribution provisions of the indenture and the indenture supplement.

The holders of a majority in aggregate outstanding principal amount of the notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee. However, this right may be exercised only if the direction provided by the noteholders does not conflict with applicable law or the indenture or the related indenture supplement or have a substantial likelihood of involving the indenture trustee in personal liability. The holder of any note will have the right to institute suit for the enforcement of payment of principal of and interest on such note on the legal maturity date expressed in such note.

Generally, if an event of default occurs and the notes are accelerated, the indenture trustee is not obligated to exercise any of its rights or powers under the indenture unless the holders of affected notes offer the indenture trustee reasonable indemnity. Upon acceleration of the notes following an event of default, the indenture trustee will have a senior lien on the collateral for its unpaid fees and expenses.

The indenture trustee has agreed, and the noteholders will agree, that they will not at any time institute against the issuer, AFCO, Mellon Bank, N.A., the transferor or trust I any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

Meetings

The indenture trustee may call a meeting of the holders of notes of a series or class at any time. The indenture trustee will call a meeting upon request of the issuer or the holders of at least 10% in aggregate outstanding principal amount of the outstanding notes of the series or class. In any case, a meeting will be called after notice is given to holders of notes in accordance with the indenture.

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The quorum for a meeting is a majority of the holders of the outstanding principal amount of the related series or class of notes, as the case may be, unless a higher percentage is specified for approving action taken at the meeting, in which case the quorum is the higher percentage.

Voting

Any action or vote to be taken by the holders of a majority, or other specified percentage, of any series or class of notes may be adopted by the affirmative vote of the holders of a majority, or the applicable other specified percentage, of the aggregate outstanding principal amount of the outstanding notes of that series or class, as the case may be.

Any action or vote taken at any meeting of holders of notes duly held in accordance with the indenture will be binding on all holders of the affected notes or the affected series or class of notes, as the case may be.

Notes held by the issuer, AFCO, Mellon Bank, N.A., the transferor or their affiliates will not be deemed outstanding for purposes of voting or calculating quorum at any meeting of noteholders.

Amendments to the Indenture and Indenture Supplements

The issuer and the indenture trustee may amend, supplement or otherwise modify the indenture or any indenture supplement without the consent of any noteholders to provide for the issuance of any series or class of notes (as described under “Description of the Notes—Issuances of New Series of Notes”) and to set forth the terms thereof.

In addition, upon delivery of a trust I tax opinion and issuer tax opinion, as described under “—Tax Opinions for Amendments” below, and upon delivery by the issuer to the indenture trustee of an officer’s certificate to the effect that the issuer reasonably believes that such amendment will not and is not reasonably expected to (i) result in the occurrence of an early redemption event or event of default, (ii) adversely affect the amount of funds available to be distributed to the noteholders of any series or class of notes or the timing of such distributions, or (iii) adversely affect the security interest of the indenture trustee in the collateral securing the notes, the indenture or any indenture supplement may be amended, supplemented or otherwise modified without the consent of any noteholders to:

• evidence the succession of another entity to the issuer, and the assumption by such successor of the covenants of the issuer in the indenture and the notes;

• add to the covenants of the issuer, or have the issuer surrender any of its rights or powers under the indenture, for the benefit of the noteholders of any or all series, classes or classes;

• cure any ambiguity, correct or supplement any provision in the indenture which may be inconsistent with any other provision in the indenture, or make any other provisions with respect to matters or questions arising under the indenture;

• add to the indenture certain provisions expressly permitted by the Trust Indenture Act, as amended;

• establish any form of note, or to add to the rights of the holders of the notes of any series or class;

• provide for the acceptance of a successor indenture trustee under the indenture with respect to one or more series, classes or classes of notes and add to or change any of the provisions of the indenture as will be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one indenture trustee;

• add any additional early redemption events or events of default with respect to the notes of any or all series, classes or classes;

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• provide for the consolidation of trust I and the issuer or the transfer of assets in trust I to the issuer after the termination of all series of trust I investor certificates (other than the master collateral certificate);

• if one or more sellers are added to, or replaced under, the trust I agreement, or one or more beneficiaries are added to, or replaced under, the trust agreement, make any necessary changes to the indenture or any other related document;

• provide for the addition of collateral securing the notes and the issuance of notes backed by any such additional collateral;

• provide for additional or alternative credit enhancement for any class of notes; or

• qualify for sale treatment under generally accepted accounting principles.

The indenture or any indenture supplement may also be amended without the consent of the indenture trustee or any noteholders upon delivery of a trust I tax opinion and issuer tax opinion, as described under “—Tax Opinions for Amendments” below, for the purpose of adding provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or any indenture supplement or of modifying in any manner the rights of the holders of the notes under the indenture or any indenture supplement, provided, however, that the issuer shall (i) deliver to the indenture trustee and the owner trustee an officer’s certificate to the effect that the issuer reasonably believes that such amendment will not and is not reasonably expected to (a) result in the occurrence of an early redemption event or event of default, (b) adversely affect the amount of funds available to be distributed to the noteholders or any series or class of notes or the timing of such distributions, or (c) adversely affect the security interest of the indenture trustee in the collateral securing the notes and (ii) receive written confirmation from each rating agency that such amendment will not result in the reduction or withdrawal of the ratings of any outstanding notes which it has rated.

The issuer and the indenture trustee, upon delivery of a trust I tax opinion and issuer tax opinion, as described under “—Tax Opinions for Amendments,” may modify and amend the indenture or any indenture supplement, for reasons other than those stated in the prior paragraphs, with prior notice to each rating agency and the consent of the holders of not less than 66 ²/3% of the outstanding principal amount of each class or class of notes affected by that modification or amendment. However, if the modification or amendment would result in any of the following events occurring, it may be made only with the consent of the holders of 100% of each outstanding series or class of notes affected by the modification or amendment;

• a change in any date scheduled for the payment of interest on any note, or the expected principal payment date or legal maturity date of any note;

• a reduction of the stated principal amount of, or interest rate on, any note, or a change in the method of computing the outstanding principal amount, the Adjusted Outstanding principal amount, or the nominal liquidation amount in a manner that is adverse to any noteholder;

• a reduction of the amount of a discount note payable upon the occurrence of an early redemption event or other optional or mandatory redemption or upon the acceleration of its maturity;

• an impairment of the right to institute suit for the enforcement of any payment on any note;

• a reduction of the percentage in outstanding principal amount of the notes of any outstanding series or class, the consent of whose holders is required for modification or amendment of any indenture supplement or for waiver of compliance with provisions of the indenture or for waiver of defaults and their consequences provided for in the indenture;

• a modification of any of the provisions governing the amendment of the indenture, any indenture supplement or the issuer’s agreements not to claim rights under any law which would affect the

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covenants or the performance of the indenture or any indenture supplement, except to increase any percentage of noteholders required to consent to any such amendment or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding note affected by such modification;

• permission being given to create any lien or other encumbrance on the collateral securing any notes ranking senior to the lien of the indenture;

• a change in the city or political subdivision so designated with respect to any series or class of notes where any principal of, or interest on, any note is payable;

• a change in the method of computing the amount of principal of, or interest on, any note on any date; or

• any other amendment other than those explicitly permitted by the indenture without the consent of noteholders.

The holders of a majority in aggregate outstanding principal amount of the notes of a series or class, may waive, on behalf of the holders of all the notes of that series or class, compliance by the issuer with specified restrictive provisions of the indenture or the indenture supplement.

The holders of a majority in aggregate outstanding principal amount of the notes of an affected series or class may, on behalf of all holders of notes of that series or class, waive any past default under the indenture or the indenture supplement with respect to notes of that series or class. However, the consent of the holders of all outstanding notes of a series or class is required to waive any past default in the payment of principal of, or interest on, any note of that series or class or in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holders of each outstanding note of that series or class.

Tax Opinions for Amendments

No amendment to the indenture, any indenture supplement, the trust I agreement or the trust agreement will be effective unless the issuer has delivered to the indenture trustee, the owner trustee and the rating agencies an opinion of counsel that:

• for federal income tax purposes (1) the amendment will not adversely affect the tax characterization as debt of any outstanding series or class of investor certificates issued by trust I that were characterized as debt at the time of their issuance, (2) the amendment will not cause or constitute an event in which gain or loss would be recognized by any holder of investor certificates issued by trust I, and (3) following the amendment, trust I will not be an association, or publicly traded partnership, taxable as a corporation; and

• for federal income tax purposes (1) the amendment will not adversely affect the tax characterization as debt of any outstanding series or class of notes that were characterized as debt at the time of their issuance, (2) following the amendment, the issuer will not be treated as an association, or publicly traded partnership, taxable as a corporation and (3) the amendment will not cause or constitute an event in which gain or loss would be recognized by any holder of any such note.

Addresses for Notices

Notices to holders of notes will be given by mail sent to the addresses of the holders as they appear in the note register.

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Issuer’s Annual Compliance Statement

The issuer will be required to furnish annually to the indenture trustee a statement concerning its performance or fulfillment of covenants, agreements or conditions in the indenture as well as the presence or absence of defaults under the indenture.

Indenture Trustee’s Annual Report

To the extent required by the Trust Indenture Act, as amended, the indenture trustee will mail each year to all registered noteholders a report concerning:

• its eligibility and qualifications to continue as trustee under the indenture,

• any amounts advanced by it under the indenture,

• the amount, interest rate and maturity date or indebtedness owing by the issuer to it in the indenture trustee’s individual capacity,

• the property and funds physically held by it as indenture trustee,

• any release or release and substitution of collateral subject to the lien of the indenture that has not previously been reported, and

• any action taken by it that materially affects the notes and that has not previously been reported.

List of Noteholders

Three or more holders of notes of any series, each of whom has owned a note for at least six months, may, upon written request to the indenture trustee, obtain access to the current list of noteholders of the issuer for purposes of communicating with other noteholders concerning their rights under the indenture or the notes. The indenture trustee may elect not to give the requesting noteholders access to the list if it agrees to mail the desired communication or proxy to all applicable noteholders.

Reports to Noteholders

On each distribution date, the trust I trustee will forward to the issuer and the indenture trustee and the indenture trustee will forward to each noteholder of record a statement prepared by the servicers setting forth, among other things:

(a) the total amount distributed or deposited;

(b) the amount of the distribution or deposit on that distribution date allocable to principal on the Class A notes, the Class B notes the Class C notes and the Class D notes;

(c) the amount of that distribution or deposit allocable to interest on the Class A notes, the Class B notes and the Class C notes;

(d) the amount of collections of principal receivables processed during the preceding monthly period and allocated in respect of the Class A notes, the Class B notes, the Class C notes, the Class D notes, notes other series of certificates and the transferor interest;

(e) the aggregate amount of principal receivables, as of the end of the first day of the current monthly period;

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(f) the amount of aggregate receivables which are 30-59, 60-89 and 90 or more days delinquent (or a similar classification of delinquency) as of the first day of the current monthly period;

(g) the Class A Investor Default Amount, Class B Investor Default Amount, the Class C Investor Default Amount and the Class D Investor Default Amount for the preceding monthly period;

(h) the Class A Investor Charge-Off, Class B Investor Charge-Off, Class C Investor Charge-Off and Class D Investor Charge-Off for the preceding monthly period and the amount of reimbursements of previous Investor Charge-Offs for the preceding monthly period;

(i) the Servicing Fee for the preceding monthly period;

(j) the Class A nominal liquidation, the Class B nominal liquidation, the Class C nominal liquidation, the Class D nominal liquidation amount, the investor interest of each other series of certificates and the transferor interest, as of the close of business on that distribution date;

(k) the aggregate amount of collections of finance charge receivables processed during the preceding monthly period and the amount of those collections allocated in respect of the Class A notes, the Class B notes, the Class C notes, the Class D notes, each other series of certificates and the transferor interest, respectively;

(l) the Net Portfolio Yield for the preceding monthly period;

(m) the amount deposited into the Class A principal funding account, the Class B principal funding account and the Class C principal funding account and the balance in those accounts;

(n) the amount deposited into the accumulation reserve account and the balance in that account; and

(o) if, during the note accumulation period, less than the budgeted deposits of Available Principal Amounts for each of the Class A notes, the Class B notes and the Class C notes has been deposited into the applicable subaccount of the principal funding account, the amount of each shortfall, separately accounted for.

On or before January 31 of each calendar year, the paying agent, on behalf of the indenture trustee, will furnish 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 information required to be contained in the regular monthly report to noteholders, as set forth in clauses (a), (b) and (c) above, aggregated for that calendar year or the portion of that calendar year during which that person was a noteholder, together with any other customary information (consistent with the treatment of the notes as debt) that the indenture trustee or the servicer deems necessary or desirable to enable the noteholders to prepare their Federal tax returns.

DESCRIPTION OF TRUST I AND THE MASTER COLLATERAL CERTIFICATE

The following discussion describes certain aspects of trust I and the master collateral certificate and summarizes the material terms of the pooling and servicing agreement, dated as of June 15, 2001 between the transferor, the trust I trustee, the servicers and the back-up servicers, which has been and may be amended from time to time, and the series supplements to the pooling and servicing agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the provisions of the pooling and servicing agreement and the series supplements.

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General

Trust I has been formed in accordance with the laws of the State of New York. Trust I is governed by the pooling and servicing agreement. Trust I will only engage in the following business activities:

• acquiring and holding trust I assets;

• issuing series of certificates and other interests in trust I;

• receiving collections and making payments on the master collateral certificate and other interests; and

• engaging in related activities (including, with respect to any series, obtaining any enhancement and entering into an enhancement agreement relating thereto).

As a consequence, trust I is not expected to have any need for additional capital resources other than the assets of trust I.

Investor Certificates

Each series of trust I certificates will represent interests in certain assets of trust I, including the right to the applicable investor percentage of all payments on the receivables in trust I. For the master collateral certificate, the investor interest on any date will be equal to the sum of the nominal liquidation amounts of all notes secured by the master collateral certificate.

The transferor initially will own the transferor interest which represents the interest in trust I not represented by the certificates issued and outstanding under trust I or the rights, if any, of any credit enhancement providers to receive payments from trust I. The holder of the transferor interest, subject to certain limitations, will have the right to receive its allocable share of all payments from the receivables in trust I. The transferor interest may be transferred in whole or in part subject to certain limitations and conditions set forth in the pooling and servicing agreement. At its discretion, the transferor interest may be held either in an uncertificated form or in the form of a certificate representing the transferor interest, called a seller certificate.

The amount of principal receivables in trust I will vary each day as new principal receivables are created and others are paid or charged-off as uncollectible. The amount of the transferor interest will fluctuate each day, therefore, to reflect the changes in the amount of the principal receivables in trust I. As a result, the transferor interest will generally increase to reflect reductions in the investor interest for such series and will also change to reflect the variations in the amount of principal receivables in trust I. The transferor interest will generally decrease as a result of the issuance of a new series of investor certificates by trust I or as a result of an increase in the master collateral certificate due to the issuance of new series of notes.

Investor Percentage

The servicer will allocate between the investor interest of each series issued and outstanding and the transferor interest, all amounts collected on finance charge receivables, all amounts collected on principal receivables and all receivables in Defaulted Accounts, based on a varying percentage called the investor percentage. The servicer will make each allocation by reference to the applicable investor percentage of each series and the transferor interest, and, in certain circumstances, the percentage interest of certain credit enhancement providers, with respect to such series. For a description of how allocations will be made to the master collateral certificate by trust I, see “Sources of Funds to Pay the Notes—The Master Collateral Certificate.”

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Trust I Termination

Trust I will terminate on the trust I termination date. Upon the termination of trust I and the surrender of the transferor interest, the trust I trustee shall convey to the holder of the transferor interest all right, title and interest of trust I in and to the receivables and other funds of trust I.

The “trust termination date” is the earliest to occur of:

• the first business day after the distribution date on which the sum of the investor interests of all outstanding series of certificates of trust I issued is zero;

• April 7, 2020; and

• on the occurrence of an insolvency event with respect to the transferor, following the date that the receivables are sold, disposed of or liquidated and the proceeds of that sale, disposition or liquidation applied in accordance with the terms of the agreement.

If certain conditions are met, AFCO Credit Corporation, in its capacity as servicer, may (i) cause trust I to be terminated upon final payment of all outstanding trust I certificates other than the master collateral certificate and (ii) cause to be transferred to the issuer all assets of trust I and, after the termination of trust I, any newly generated receivables transferred to the transferor by the seller. The holders of the Series 2004-1 notes will be deemed to consent to any such termination and transfer of assets and to any amendments to the pooling and servicing agreement, the receivables purchase agreements, the indenture and any other related agreements to the extent necessary to accomplish such termination of trust I and transfer of assets.

Transfer and Assignment of Receivables

Each originator is currently and will be obligated pursuant to the first tier receivables purchase agreement to transfer and assign on each day certain premium finance agreements, each called an “additional receivable,” as of their date of origination. The seller in turn is currently and will be required pursuant to the second tier receivables purchase agreement to transfer and assign the additional receivables to the transferor. The transferor in turn is currently and will be required pursuant to the pooling and servicing agreement to transfer and assign these additional receivables to the trust I trustee for the benefit of trust I.

We refer you to “Risk Factors—The characteristics and credit quality of receivables in trust I will change and could impact the amount and timing of payments to you.”

In the event that sufficient additional receivables are not transferred to the trust I trustee for the benefit of trust I to maintain the Minimum Transferor Interest as required by the pooling and servicing agreement and as described in this prospectus, a Pay-Out Event would occur and the rapid amortization period would commence.

We refer you to “The Indenture – Early Redemption Events”, “The Indenture – Early Redemption Events – Trust I Pay-Out Events” and “Deposit and Application of Funds – Targeted Deposits of Available Principal Amounts to the Principal Funding Account.”

In connection with the transfer of the receivables to trust I, the originators will indicate in their computer files that the receivables have been conveyed to the seller and transferred by the seller to the transferor and transferred by the transferor to trust I. In addition, on each date that additional receivables are transferred to trust I, called an “addition date,” the transferor will (or will cause the seller to) provide or cause to be provided to the trust I trustee an updated list of each receivable transferred to trust I on the closing date or on that addition date, identified by account number and indicating the aggregate receivable balance as of that addition date. None of the originators, the seller, or the transferor will deliver to the trust I trustee or indenture trustee any other records or agreements relating to the receivables. Documents and agreements maintained by an originator will not be segregated by that originator from other documents and agreements relating to other premium finance agreements and will not be stamped or marked to reflect the transfer and assignment of the related receivables to the trust I trustee on behalf of

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trust I. The originators have not taken and will not be obligated to take any actions in order to perfect for the benefit of the seller a security interest in the receivables, other than filing in the appropriate filing offices in the states of New York and California financing statements on Form UCC-1. The seller has not taken and will not be obligated to take any actions in order to perfect for the benefit of the transferor a security interest in the receivables, other than filing in the appropriate filing offices in the Commonwealth of Pennsylvania financing statements on Form UCC-1. The transferor has not taken and will not be obligated to take any actions in order to perfect, for the benefit of trust I, a security interest in the receivables, other than filing in the appropriate filing offices in the State of Delaware financing statements on Form UCC-1.

We refer you to “Risk Factors—An insolvency of the transferor may delay, accelerate or reduce payments to you.”

Representations and Warranties; Reassignment of Receivables

The transferor will represent and warrant in the pooling and servicing agreement on each addition date with respect to each additional receivable, that:

(1) the transfer of receivables by it to trust I under the agreement will constitute either a valid transfer and assignment to trust I of, or the grant of a first priority perfected security interest in, all current and future right, title and interest of the seller and transferor in and to the receivables, including collections with respect to the receivables and other amounts in any of the accounts established for the benefit of noteholders;

(2) the agreement constitutes the legal, valid and binding obligations of transferor, enforceable against transferor in accordance with their terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or later in effect affecting the enforcement of creditors’ rights in general and the rights of creditors of national banking associations or by general principles of equity, whether considered in a suit at law or in equity);

(3) the execution and delivery of the agreement, the notes, the first tier receivables purchase agreement and the second tier receivables purchase agreement, the performance of the transactions contemplated by the agreement, the notes and the receivables purchase agreement and the fulfillment of their terms will not conflict with or result in any breach of any of the material terms and provisions of any material agreement to which transferor is a party or by which it or any of its properties are bound;

(4) the execution and delivery of the agreement, the notes and the receivables purchase agreement, the performance of the transactions contemplated by the agreement and the fulfillment of their terms will not conflict with or violate any requirements of law applicable to transferor;

(5) each receivable then existing has been conveyed to trust I free and clear of any lien of any person claiming through or under transferor or any of its affiliates (other than any liens for municipal and other local taxes if those taxes are not at the time due and payable or if transferor is contesting their validity in good faith by appropriate proceedings and has set aside on its books adequate reserves with respect to these liens) and in compliance, in all material respects, with all requirements of law applicable to transferor; and

(6) each receivable transferred on that date is an Eligible Receivable (as defined under “—Eligible Receivables” below) as of the closing date or related addition date, as applicable.

In the event of a breach of the representation and warranty described in clauses (5) or (6) above, the related receivable will be considered a transferor ineligible receivable, and will be automatically removed from trust I, unless the breach is cured within 60 days from the earlier to occur of the discovery of the breach by the transferor or the servicer or receipt by the transferor of written notice of the breach from the trust I trustee.

The transferor will accept reassignment of each ineligible receivable conveyed to trust I as a result of a breach of the representation and warranty in clause (5) or (6) above, called a “transferor ineligible receivable,” on the terms and conditions set forth below. If for administrative reasons the transferor is unable to segregate or

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identify the ineligible receivable from any other receivables in the related ineligible account, then the transferor must accept reassignment of all of the receivables in the ineligible account. Currently, the transferor is unable to segregate receivables within an account.

The transferor will accept reassignment of each transferor ineligible receivable by directing the servicer to deduct the principal amount of each transferor ineligible receivable from the aggregate amount of principal receivables used to calculate the transferor interest, any investor percentage of a series of certificates, including the master collateral certificate and the percentage of collections allocable to the transferor interest. If the exclusion of a transferor ineligible receivable from the calculation of the transferor interest would cause the transferor interest to be less than zero, on the date of reassignment of that transferor ineligible receivable, the transferor will make a deposit in the excess funding account in immediately available funds in an amount equal to the amount by which the transferor interest would be reduced below zero. Any deduction or deposit will be considered a repayment in full of the transferor ineligible receivable.

In the event that for administrative reasons, the servicer is unable to segregate or identify the transferor ineligible receivable from any other receivables in the related account, then the entire account will be considered a “transferor ineligible account,” and the transferor must accept reassignment of all of the receivables in the transferor ineligible account, as well as any other receivables necessary to cure the breach. Currently, the servicer is unable to segregate receivables in an account.

Upon the removal of any transferor ineligible receivable (and the making of any deposit required above), trust I will automatically and without further action be deemed to transfer, assign and otherwise convey to the transferor, without recourse, representation or warranty, all the right, title and interest of trust I in and to the transferor ineligible receivable, all monies due or to become due with respect to that transferor ineligible receivable and all proceeds of that transferor ineligible receivable (including the return of unearned premiums, net of expenses). A reassigned transferor ineligible receivable will be treated by trust I as collected in full as of the date on which it was transferred. The trust I trustee will execute any documents and instruments of transfer or assignment and take any other actions reasonably requested by the transferor to evidence the conveyance of each transferor ineligible receivable.

The obligation of the transferor to accept reassignment of any transferor ineligible receivable is the sole remedy for any breach of the representations and warranties or covenants with respect to that receivable available to the noteholders or the trust I trustee on behalf of noteholders.

In the event of a material breach of any of the representations and warranties described in clauses (1) through (4) above that has a material adverse effect on the noteholders of all series, either the trust I trustee or the certificateholders of certificates evidencing undivided interests in trust I aggregating more than 50% of the investor interest of all series outstanding may direct the transferor to accept reassignment of all principal receivables in trust I within 60 days of notice to the transferor, or within any longer period specified in notice to the transferor. Whenever a vote is required of the master collateral certificate, the indenture trustee will solicit to votes of the noteholders and will vote the investor interest of the master collateral certificate based on the votes of the noteholders.

The transferor will be obligated to accept reassignment of these receivables on a distribution date occurring within the applicable period specified above. Reassignment will not be required, however, if at any time during this 60 day period, the breach of the applicable representations and warranties are cured in all material respects.

The deposit amount for this reassignment will equal the investor interest, plus accrued and unpaid interest for each outstanding series on the last day of the monthly period preceding the distribution date on which the reassignment is scheduled to be made, less any amount previously allocated for payment of principal and interest to certificateholders on that distribution date.

The payment of the reassignment deposit amount and the transfer of all other amounts deposited for the preceding month in the distribution account or the applicable series account will be considered a payment in full of the investor interest, and will be distributed upon presentation and surrender of the notes of each series.

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The obligation of the transferor to make any such deposit will constitute the sole remedy for a breach of these representations and warranties available to the trust I trustee or noteholders.

Certain Covenants

Transferor Covenants. Pursuant to the agreement, the transferor covenants that, among other things, subject to specified exceptions and limitations:

(a) it will take no action to cause any receivable to be evidenced by any “instrument” or to be anything other than a “general intangible,” in each case, as defined in the Uniform Commercial Code as in effect in the State of New York, the State of California, the State of Delaware, the Commonwealth of Pennsylvania and the District of Columbia, referred to as the “UCC”;

(b) except for the conveyances under the agreement, it will not sell any receivable or grant a lien on any receivable;

(c) it will comply with and perform its obligations under, and will cause each originator to comply with and perform its obligations under, its credit and collection policies and any receivable to which it is a party and will not change the terms of its credit and collection policies or receivables except as permitted in the agreement;

(d) in the event it is unable for any reason to transfer receivables to trust I, it will nevertheless continue to allocate and pay all collections from all trust receivables to trust I;

(e) it will notify trust I promptly after becoming aware of any lien on any receivable; and

(f) it will take all actions necessary to enforce its rights and claims under the receivables purchase agreement.

Servicer Covenants. Pursuant to the pooling and servicing agreement, the servicer covenants:

(1) that it will not take any action which would impair, with respect to each receivable, trust I’s first priority perfected security interest in the unearned premiums securing that receivable;

(2) that it will not impair the rights of the certificateholders with respect to any receivable;

(3) so long as the originators are the servicer, that it will make reasonable efforts to collect all payments called for under the terms and provisions of the receivables when due, and that the servicer will follow the same collection procedures that it follows with respect to all comparable receivables that it services; and

(4) that it will not voluntarily:

(i) decrease the amount of any scheduled payment or payments for a receivable unless such adjustment is in consequence of and equal to the amount of an interim return premium or other prepayment received with respect to such receivable (subject to any interest adjustment required by law);

(ii) extend the payment date of any scheduled payment with respect to any premium finance agreement, after the date transferred to trust I;

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(iii) decrease the annual percentage rate of an account, or if a variable rate account, the spread on such account, prior to its maturity;

(iv) extend the term of any receivable beyond the maturity of its related insurance policies; or

(v) otherwise rewrite, reprice, or modify the payment terms of any receivable in such a manner that would materially adversely affect trust I or the noteholders.

If a breach of the covenant set forth in clause (1) above occurs, on the expiration of 15 days from the earlier to occur of the discovery of the breach by either the transferor or the servicer, or receipt by the servicer of written notice of the breach from the trust I trustee, the related receivable will be considered a “servicer ineligible receivable” and will be removed from trust I on the terms and conditions set forth below.

If a breach of any of the covenants set forth in clauses (2), (3) and (4) above results in the related receivable becoming a defaulted receivable, in trust I’s rights in, to or under that receivable or its proceeds becoming impaired or in the proceeds of that receivable ceasing to be available for any reason to trust I free and clear of any lien, that receivable will, after the period of time specified below, be considered a servicer ineligible receivable, and will be removed from trust I on the terms and conditions set forth below. The receivable will become a servicer ineligible receivable upon the expiration of 60 days (or any longer period agreed to by the trust I trustee in its sole discretion, up to 120 days) from the earlier to occur of the discovery of the breach by either the transferor or the servicer, or receipt by the servicer of written notice of the breach from the trust I trustee.

The servicer must accept assignment of each servicer ineligible receivable by depositing into the collection account on the applicable determination date an amount equal to the principal portion of each servicer ineligible receivable and deducting that amount from the principal receivables in trust I (to the extent previously included). Deposits of any amounts into the collection account will be treated for all purposes of the pooling and servicing agreement as collections of principal receivables.

On the removal of servicer ineligible receivables (and the making of any deposit required above), trust I will automatically and without further action be deemed to transfer, assign, and otherwise convey to the servicer, without recourse, representation or warranty, all right, title and interest of trust I in and to each servicer ineligible receivable, all monies due or to become due with respect to that servicer ineligible receivable and all proceeds of that servicer ineligible receivable, including the return of unearned premiums, net of expenses. A reassigned servicer ineligible receivable will be treated by trust I as collected in full as of the date on which it was transferred. The trust I trustee will execute any documents and instruments of transfer or assignment and take any other actions reasonably requested by the servicer to evidence the conveyance of each servicer ineligible receivable.

The obligation of the servicer set forth above will constitute the sole remedy for any breach set forth above with respect to that receivable available to the noteholders or to the trust I trustee on behalf of the noteholders.

If a servicer other than AFCO is acting as servicer, instead of accepting assignment of a servicer ineligible receivable, it may indemnify trust I for its losses in connection with the related breach and deposit the amount of these losses into the collection account on the applicable date. The related receivables will not be removed from trust I if a successor servicer exercises this option.

In addition, the servicer (so long as the originators are servicer) will covenant in the pooling and servicing agreement to comply with applicable licensing and regulatory laws of any receivable jurisdiction and to cause the seller, the transferor, the trust I trustee and trust I to at all times be in compliance with these licensing and regulatory laws. If a breach of this covenant either results in receivables in that jurisdiction being unenforceable, in the seller, the transferor, trust I trustee or trust I being subjected to any civil or criminal penalties, sanctions or taxes, or materially and adversely affects the ability of the servicer, the seller, the transferor, the trust I trustee or trust I to perform their obligations under the pooling and servicing agreement, then the servicer must remove these receivables as if they were servicer ineligible receivables within 15 days from the earlier to occur of the discovery of the breach or receipt of written notice of the breach. Any removal of receivables is to be accomplished in the

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manner specified in the preceding paragraph. As an alternative to removing the receivable, the servicer may indemnify the seller, the transferor, the trust I trustee and trust I for any losses suffered by any of them as a result of the breach within 15 days of receipt of notice of any such loss. The related receivables will not be removed from trust I if the servicer exercises this option.

If for administrative reasons the servicer is unable to segregate or identify servicer ineligible receivables from any other receivables in the related account, called a “servicer ineligible account,” then the servicer will be obligated to remove all of the receivables in the servicer ineligible account to cure these breaches and each receivable in the servicer ineligible account will be treated as a servicer ineligible receivable. Currently, the servicer is unable to segregate receivables in an account.

Eligible Receivables

An “Eligible Receivable” is a receivable:

(a) which is payable in United States dollars;

(b) which (i) has been funded by the related originator in whole or in part, (ii) relates to an account that has been funded by the originator in whole or in part or (iii) has been acquired by the originator from a third party, provided that (A) that receivable has been underwritten in accordance with underwriting standards that are not materially different from the Guidelines used by the originators with respect to the receivables in trust I on June 15, 2001; and (B) the receivable purchased by the applicable originator includes in all material respects (x) an unconditional commitment of the borrower to repayment of principal and interest, (y) a power of attorney to cancel insurance coverage in the event of a default, and (z) a security interest granted by the borrower in unearned premiums;

(c) which does not finance premiums of any insurance policy of any insurance carrier known at origination to any of the originators, the seller or the transferor to be the subject of a proceeding that would impair enforcement of the originator’s right to the return of unearned premiums;

(d) which does not relate to a premium finance agreement under which the obligor is a governmental authority;

(e) which (x) if a receivable transferred to trust I on June 15, 2001 (other than a receivable acquired by an originator from a third party) is underwritten in accordance with the originators’ policies and procedures relating to the creditworthiness of borrowers and insurance carriers and the extension of credit to borrowers, called “Guidelines,” in effect at the time of origination of that receivable; and (y) if an additional receivable (other than a receivable acquired by an originator from a third party) is underwritten in accordance with Guidelines that are not materially different from the Guidelines used by the originators with respect to the receivables transferred to trust I on June 15, 2001;

(f) as to which the obligor used all the proceeds to pay premiums and related items with respect to commercial property or casualty insurance policies under which that obligor is the insured that are governed by the law of any state, territory or commonwealth of the United States of America, the District of Columbia or the United States Virgin Islands;

(g) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required in connection with the creation of that receivable, and the execution, delivery and performance by the related originator of the related premium finance agreement, have been duly obtained, effected or given and are in full force and effect as of the date of transfer of that receivable to trust I;

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(h) as to which, at the time of transfer of that receivable to trust I, the terms of the related premium finance agreement have not been waived or modified except for waivers or modifications arising in the ordinary course of business that do not (x) impair the originator’s security interest in unearned premiums or related power of attorney; (y) limit the validity, enforceability or assignability of the related premium finance agreement; or (z) result in an extension of the term of or decrease in the interest rate (if applicable) on the related premium finance agreement, except as specified under “—Certain Covenants—Servicer Covenants” above;

(i) with respect to which the related premium finance agreement is not subject to any right of rescission, setoff, counterclaim or defense arising out of violations of usury laws or any other defenses of any obligor at the time of transfer of that receivable to trust I, other than defenses that may arise after the time of transfer out of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights in general and general equity principles;

(j) with respect to which, at the time of transfer of that receivable to trust I, the related originator has not taken any action that would impair, or failed to take any action necessary to avoid impairing, the rights of trust I or the certificateholders with respect to that receivable;

(k) which upon transfer to the trust is not delinquent for more than 30 days;

(l) which (x) provides the related originator with a limited power of attorney allowing it to cancel the related insurance policy or policies in accordance with applicable law upon non-payment of a loan installment by the related obligor and (y) with respect to which trust I has a first priority perfected security interest in the unearned premiums relating to that receivable and a notice of financed premium has been delivered to the applicable insurance carrier or carriers or any of their agents, designees or representatives; provided, however, that up to 2% of aggregate receivables may consist of receivables as to which the applicable originator has no right to cancel the related insurance policy or policies or to return of unearned premiums;

(m) with respect to which no related insurance policy has been canceled;

(n) with respect to which the stated address of the obligor in the related premium finance agreement upon acceptance is in a Permitted Jurisdiction;

(o) which was originated in compliance, in all material respects, with all requirements of law applicable to the originator and pursuant to loan documents which comply, in all material respects, with all requirements of law applicable to the originator;

(p) which is the legal, valid and binding payment obligation of the related obligor, legally enforceable against that obligor in accordance with its terms;

(q) with respect to which the related obligor (x) is not the subject of a bankruptcy or insolvency proceeding or (y) is the subject of a bankruptcy or insolvency proceeding if (1) the obligor has assumed its obligations under or has entered into the related premium finance agreement pursuant to an interim or final order of the bankruptcy court and, if assumed, is not undercollateralized, or, if new, is treated as a post-petition debtor-in-possession financing, (2) the related unearned premiums fully collateralize the related premium finance agreement and (3) after giving effect to transfer of that receivable to trust I, no more than 10% of aggregate receivables that, at the time of their transfer to trust I, were the subject of a bankruptcy or insolvency proceeding would have obligors that are subject to any of those proceedings;

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(r) with respect to which the related premium finance agreement provides for monthly, quarterly, semi-annual or annual payments by the related obligor, provided that, after giving effect to transfer of such receivable to trust I, (i) no more than 15% of aggregate receivables may have premium finance agreements that provide for quarterly payments by the related obligors and (ii) no more than 2% of aggregate receivables may have premium finance agreements that provide for semi-annual or annual payments by the related obligors;

(s) which is an interest-bearing receivable;

(t) which is a “general intangible” under the UCC;

(u) which, after giving effect to the transfer of that receivable to trust I, would not cause any Excess Insurer Concentration Amount to exist;

(v) which, after giving effect to the transfer of that receivable to trust I, would not cause (x) the aggregate receivables relating to the Tier 3 Insurers with the five largest aggregate amounts of insurance premiums financed by the receivables relative to all insurance carriers with insurance premiums financed by the receivables to exceed 17% of aggregate receivables or (y) the aggregate receivables relating to the Tier 2 Insurers with the four largest aggregate amounts of insurance premiums financed by the receivables relative to all insurance carriers with insurance premiums financed by the receivables to exceed 30% of aggregate receivables;

(w) which, after giving effect to transfer of that receivable to trust I, would not cause the aggregate receivables relating to the financing of the insurance premiums of Tier 3 insurers to exceed 30% of aggregate receivables;

(x) which, after giving effect to transfer of that receivable to trust I, would not cause the aggregate receivables relating to the financing of the insurance premiums of Tier 4 Insurers to exceed 5% of aggregate receivables;

(y) which, after giving effect to the transfer of that receivable to trust I, would not cause the aggregate receivables related to a single borrower (or an affiliated group of borrowers) to exceed 5% of aggregate receivables; and

(z) in addition to the foregoing, the loan agreement may contain other restrictions, requirements and criteria for receivables to be Eligible Receivables.

For an additional receivable to be an Eligible Receivable, it must meet the criteria set forth above as of its addition date, and until the Eligibility Criteria Change Date, each additional receivable must also meet the eligibility criteria applicable to trust I’s Series 2001-2 and 2002-1 certificates, which is in certain cases more restrictive than the eligibility criteria described in this prospectus with regard to insurer concentration limits. We refer you to “Risk Factors—Competition in the insurance premium finance loan industry could affect the quantity of receivables eligible for transfer to trust I, and could accelerate payment of your notes.”

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The above eligibility criteria as it relates to insurer concentration limits is summarized in the following table:

Insurer Concentration Limits

Tier	Description(1)	Individual	Aggregate
—	American International Group, Inc., and its subsidiaries and affiliates(2)	< 35%
—	Lloyd’s (at least A-)(3)	< 15%
Tier 1	At least A-/A3 (domestic or foreign)	< 20%
Tier 2	At least BBB-/Baa3, below A-/A3 (domestic or foreign)	< 10%	4 carriers with most receivables < 30%
Tier 3	Non-investment grade or non-rated (domestic and Lloyds)	< 5%	5 carriers with most receivables < 17%; aggregate of all Tier 3 < 30%
Tier 4	Non-investment grade or non-rated (foreign – except Lloyds)	< 3%	aggregate of all Tier 4 < 5%

(1) Based on split rating determination methodology.

(2) Subject to AA-/Aa3 trigger on AIG financial strength rating, or if not available its corporate debt rating; once triggered, AIG is governed by the tiered individual and aggregate concentration limits above.

(3) If below A- by S&P, then individual concentration not greater than 5% and to be included in Tier 2 or Tier 3 aggregate concentration limits, as applicable.

Trust I Pay-Out Events

The occurrence of a Pay-Out Event under trust I will trigger the commencement of the note rapid amortization period. We refer you to “The Indenture – Early Redemption Events– Trust I Pay-Out Events.”

Collection and Other Servicing Procedures

For each series of certificates, the servicer will be responsible for servicing and administering the receivables in accordance with the servicer’s policies and procedures for servicing insurance premium finance loans comparable to the receivables. 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 insurance premium finance loans covering those actions and in such amounts as the servicer then believes to be reasonable.

Trust I Accounts

The servicer will establish and maintain the following accounts in the name of trust I, for the benefit of all series of certificates issued by trust I:

• a finance charge account;

• an excess funding account;

• a distribution account; and

• a collection account.

The distribution account and the collection account will be non-interest bearing accounts.

Each account described above will be established either as a segregated trust account or as an account maintained with a Qualified Institution.

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A “Qualified Institution,” is a depository institution or trust company, which may include the trust I trustee or the indenture trustee, that:

• is organized under the laws of the United States or any one of its states;

• at all times has a certificate of deposit, short-term deposit or commercial paper rating of P-1 and at least A-1 by Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), respectively (each referred to in this prospectus as a “rating agency”), or a long-term unsecured debt rating (other than long-term debt whose rating is based on collateral or on the credit of a person other than that depositary institution or trust company) of at least Aa3 by Moody’s and AA- by Standard & Poor’s; and

• has deposit insurance provided either by the Bank Insurance Fund (referred to as the “BIF”) or the Savings Association Insurance Fund (referred to as the “SAIF”), each administered by the Federal Deposit Insurance Corporation (referred to as the “FDIC”) or by a depository institution (which may include the trust I trustee or the indenture trustee) that is acceptable to each rating agency.

Funds in the excess funding account and the finance charge account will be invested, at the direction of the servicer, in Permitted Investments.

“Permitted Investments” are:

(a) obligations fully guaranteed by the United States of America;

(b) demand deposits, time deposits or certificates of deposit of depository institutions or trust companies, the certificates of deposit of which have the rating in the highest category from Moody’s and Standard & Poor’s;

(c) commercial paper having, at the time of trust I’s investment, a rating in the highest rating category from Moody’s and Standard & Poor’s;

(d) bankers’ acceptances issued by any depository institution or trust company described in clause (b) above;

(e) money market funds that have the highest rating from, or have otherwise been approved in writing by, Moody’s and Standard & Poor’s, so long as that investment will not require trust I to register as an “investment company” under the Investment Company Act;

(f) repurchase obligations with respect to any security described in clause (a) above or with respect to any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company described in clause (b) above; and

(g) any other investment if:

(i) each rating agency confirms in writing that that investment will not adversely affect its then current rating or ratings of the notes; and

(ii) that investment will not require trust I to register as an investment company under the Investment Company Act.

Any earnings (net of losses and investment expenses) on funds in the finance charge account or the excess funding account will, in the case of the finance charge account, be paid to the transferor, and in the case of the excess funding account, be paid at the direction of the servicer.

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The servicer will have the revocable power to withdraw funds from the collection account and to instruct the trust I trustee to make withdrawals and payments from the finance charge account and the excess funding account for the purpose of carrying out the servicer’s duties under the pooling and servicing agreement.

The trust I trustee will be the paying agent and will have the revocable power to withdraw funds from the distribution account for the purpose of making distributions to the certificateholders.

Excess Funding Account

If on any date the transferor interest is less than the Minimum Transferor Interest (after giving effect to any addition of principal receivables to trust I), the servicer will not distribute to the holder of the transferor interest any collections of principal receivables allocable to the investor interest of the master collateral certificate that otherwise would be distributed to it, but will instead deposit those funds in the excess funding account until the transferor interest equals the Minimum Transferor Interest.

Funds on deposit in the excess funding account will be withdrawn and paid to the transferor on any date to the extent that the transferor interest is greater than the Minimum Transferor Interest on that date.

Allocation Percentages

Pursuant to the pooling and servicing agreement, with respect to each monthly period, the servicer will allocate between the investor interest of each series of certificates, including the master collateral certificate, and the transferor interest all amounts collected and allocated to finance charge receivables, all amounts collected and allocated to principal receivables and all Default Amounts with respect to that monthly period.

Default Amounts and collections of finance charge receivables will be allocated to the investor interest of the master collateral certificate based on the Floating Investor Percentage.

The “Floating Investor Percentage” is, with respect to any monthly period, the percentage equivalent of a fraction of which:

• the numerator is the aggregate nominal liquidation amount for all notes issued by the issuer as of the close of business on the last day of the preceding monthly period (or with respect to the first monthly period, the initial notes); and

• the denominator is the greater of:

(i) the aggregate amount of Beginning of Month Principal Receivables for the related monthly period; and

(ii) the sum of the numerators used to calculate the investor percentages for allocations with respect to finance charge receivables, Default Amounts or principal receivables, as applicable, for all outstanding series of certificates on the date of determination.

If, however, a reset date occurs during the applicable monthly period, for purposes of determining the Floating Investor Percentage, the amount in clause (i) above will be:

• for the period from and including the first day of that monthly period to but excluding the reset date, the aggregate amount of principal receivables in trust I as of the close of business on the last day of the prior monthly period; and

• for the period from and including the reset date to and including the last day of that monthly period, the aggregate amount of principal receivables in trust I as of the beginning of the day on the reset date after adjusting for the aggregate amount of principal receivables added to or, in certain circumstances, removed from trust I on the reset date.

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Collections of principal receivables will be allocated to the investor interest of the master collateral certificate based on the Fixed Investor Percentage.

The “Fixed Investor Percentage” is, with respect to any monthly period, the percentage equivalent of a fraction of which:

• the numerator is the Principal Allocation Amount; and

• the denominator is the greater of:

(i) the aggregate amount of Beginning of Month Principal Receivables for that monthly period; and

(ii) the sum of the numerators used to calculate the investor percentages for allocations with respect to principal receivables for all outstanding series of certificates, including the master collateral certificate, for that monthly period.

If, however, a reset date occurs during the applicable monthly period, for purposes of determining the Fixed Investor Percentage, the amount in clause (i) above will be:

• for the period from and including the first day of that monthly period to but excluding the reset date, the aggregate amount of Beginning of Month Principal Receivables for that monthly period; and

• for the period from and including the reset date to and including the last day of that monthly period, the aggregate amount of principal receivables in trust I at the beginning of the day on the reset date after adjusting for the aggregate amount of principal receivables added to or, in certain circumstances, removed from trust I on the reset date.

“Principal Allocation Amount“ shall mean, on any date during any month for any class or series of notes (exclusive of (x) any notes within such class or series which will be paid in full during such month and (y) any notes which will have a nominal liquidation amount of zero during such month), an amount equal to the sum of (a) for any class or series of notes in a note accumulation period, the sum of the nominal liquidation amounts for such notes as of the close of business on the day prior to the commencement of the most recent note accumulation period for such notes, and (b) for all other notes the sum of the nominal liquidation amounts for such notes as of the close of business on the last day of the immediately preceding month (or, with respect to the first month for any such notes, the initial dollar principal amount of such notes).

A “reset date“ is any date on which:

• receivables are removed from trust I (and, if any series of certificates has been paid in full, principal receivables in an aggregate amount approximately equal to the initial investor interest of that series are removed from trust I); or

• there is an increase in the investor interest under any Variable Interest issued by trust I.

A “Variable Interest“ may include:

• a certificate that is designated as a variable funding certificate in the related series supplement; or

• a purchased interest sold as permitted by the agreement.

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Monthly Deposits

Unless the servicer qualifies for monthly remittances of collections as described below, the servicer must, no later than the second business day following the date of processing, deposit into the collection account any collections received by the servicer with respect to the receivables. On the same day, following the deposit of these collections into the collection account, the servicer must deposit the appropriate allocations of collections of finance charge receivables into the finance charge account and of principal receivables into the principal account, and thereafter, make deposits and payments to the accounts and parties as described below.

As long as an originator remains the servicer under the pooling and servicing agreement, no Pay-Out Event has occurred and one of the conditions described below has been satisfied, the servicer may make these deposits on a monthly basis on each transfer date.

The amount of these monthly deposits and payments must equal the total amount of the deposits and payments that the servicer would have made during the related monthly period (net of any amounts that it has withdrawn during the month as described above and to cover certain expenses of the servicer) if it had not qualified for monthly remittances.

In order to qualify for monthly remittances, one of the following conditions must be satisfied:

• the servicer provides to the trust I trustee a letter of credit or other credit enhancement covering the risk of commingling of collections by the servicer, and each rating agency rating the notes (and any other rating agency that has rated any outstanding series of notes) notifies the transferor or the seller that reliance on that letter of credit or other credit enhancement would not result in the lowering of that rating agency’s then-existing rating of any outstanding series of notes;

• the certificate of deposit or unsecured short-term debt obligations of the seller are rated P-1 by Moody’s and at least A-1 by Standard & Poor’s, and are insured by either BIF or SAIF; or

• the servicer makes other arrangements satisfactory and such arrangements satisfy the Rating Agency Condition.

Because the seller’s unsecured short-term debt obligations are currently rated P-1 by Moody’s and A-1 by Standard & Poor’s, the servicer will initially make the deposits and payments described below on a net basis on each transfer date. So long as it maintains these ratings, the seller will indemnify trust I for any losses resulting from commingling of collections by the servicer. The servicer intends to continue to make payments on a monthly basis (subject to the requirements described above) for as long as the notes are outstanding.

Even if the servicer is required to make daily deposits from the collection account into the finance charge account or the principal account, it will only be required to deposit collections for each monthly period from the collection account into the finance charge account or the principal account up to the amount required to be deposited or distributed to the noteholders on or prior to the related distribution date. If at any time prior to that distribution date the collections deposited in the collection account exceed these amounts, the servicer will be permitted to withdraw the excess from the collection account.

“Rating Agency Condition” means notification in writing by each rating agency that a proposed action will not result in that rating agency’s reducing or withdrawing its then existing rating of any series or class of the issuer’s notes or trust I’s certificates rated by it.

Shared Excess Finance Charge Collections

To the extent that collections of finance charge receivables allocated to the investor interest (and any other amounts that are to be treated as collections of finance charge receivables allocated to the investor interest) are not needed to make payments in respect of the master collateral certificate as described under “Deposit and Application of Funds—Application of Available Funds,” these amounts, called “Trust I Excess Finance Charge Collections“

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will be applied to make payments with respect to other series of certificates entitled to share these amounts pursuant to the pooling and servicing agreement. In addition, excess finance charge collections with respect to certain other series, to the extent not required to make payments with respect to that series, may be applied to cover shortfalls with respect to the master collateral certificate as well as to other series of certificates.

Shared Principal Collections

The servicer will determine the amount of collections of principal receivables for any monthly period allocated to the investor interest of the master collateral certificate, as well as any collections of finance charge

receivables that are to be treated as principal collections, that are not needed to make the payments described under “Deposit and Application of Funds—Application of Series 2004-1 Available Principal Amounts,” and any similar amounts remaining for any other series of certificates, called “Trust I Shared Principal Collections.”

The servicer will allocate Trust I Shared Principal Collections among the outstanding series of certificates to cover any scheduled or permitted principal distributions to certificateholders and deposits to principal funding accounts, if any, for any series of certificates entitled to share in these amounts, that have not been covered out of the collections of principal receivables allocable to that series and any other amounts for that series used to make those distributions and deposits for that series. These shortfalls for each series are called “Principal Shortfalls.”

Trust I Shared Principal Collections will not be used to cover investor charge-offs for any series of certificates. If Principal Shortfalls exceed Trust I Shared Principal Collections for any monthly period, Shared Principal Collections will be allocated pro rata among the applicable series of certificates based on the relative amounts of Principal Shortfalls. To the extent that Shared Principal Collections exceed Principal Shortfalls, the balance will be paid to the transferor or, under certain circumstances, deposited into an excess funding account.

Servicing Compensation, Back-Up Servicing Compensation and Payment of Expenses

The servicer’s compensation is allocated among the investor interests of all series and the transferor interest. This servicing fee is based on an annual “Servicing Fee Rate” of 0.50%.

The servicing fee allocable to the investor interest of the master collateral certificate with respect to any transfer date, called the “Investor Servicing Fee,” equals one-twelfth of the product of: (i) the Servicing Fee Rate; and (ii) the nominal liquidation amount of the Series 2004-1 notes as of the last day of the monthly period preceding that transfer date.

The remainder of the servicing fee is paid by other certificate series (as provided in the related series supplements) or by the transferor.

The Servicing Fee will be paid to the servicer on each transfer date only to the extent that sufficient funds allocated to the investor interest of the master collateral certificate are available after the payment of any unpaid fees and expenses of the trust I trustee as described below in “—Trust I Trustee.”

So long as the originators are the servicer, the servicer will pay from its servicing compensation certain expenses incurred in connection with servicing the receivables, including, among other things, payment of the fees and disbursements of the trust I trustee and independent certified public accountants and other fees that are not expressly stated in the pooling and servicing agreement as being payable by trust I or the certificateholders. Neither the servicer nor the transferor will pay federal, state and local income and franchise taxes, if any, of trust I.

Certain Matters Regarding the Transferor and the Servicer

The servicers may not resign from their obligations and duties under the pooling and servicing agreement, except upon determination that performance of their duties are no longer permissible under applicable law. No resignation will become effective until a successor or successors to the servicers have assumed their responsibilities and obligations under the pooling and servicing agreement.

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The pooling and servicing agreement provides that, subject to the limitations on the servicer’s liability described below, the servicer will indemnify trust I and the trust I trustee from and against any reasonable loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions that constitute negligence on the part of the servicer with respect to the activities of trust I or the trust I trustee for which the servicer is responsible pursuant to the pooling and servicing agreement.

The servicer will not indemnify trust I or the certificateholders if the acts, omissions, or alleged acts or omissions of trust I for which the servicer would otherwise be responsible constitute or are caused by fraud, gross negligence or willful misconduct by the trust I trustee (or any of its officers, directors, employees, or agents). In addition, it will not indemnify trust I, the certificateholders or the certificate owners for losses, liabilities, expenses, damages, or injuries arising from actions taken by the trust I trustee at the request of certificateholders.

Except as required by the pooling and servicing agreement as described under “—Certain Covenants,” the servicer will not indemnify trust I, the certificateholders or the certificate owners for any losses, liabilities, expenses, damages, or injuries incurred by any of them in their capacities as investors, including without limitation losses incurred as a result of receivables in defaulted accounts or defaulted receivables that are written off as uncollectible. It also will not indemnify them for any losses, liabilities, expenses, damages or injuries suffered or sustained by them that arise under any tax law, including without limitation any federal, state, local or foreign income or franchise tax, or any other tax imposed on or measured by income (or any interest or penalties with respect to, or arising from a failure to comply with, these tax laws) that they may owe to any taxing authority in connection with the pooling and servicing agreement.

In addition, the pooling and servicing agreement provides that, subject to certain exceptions, the transferor will indemnify trust I and the certificateholders from and against any reasonable loss, liability, expense, damage or injury (other than to the extent that any of the foregoing relate to any tax law or any failure to comply with any tax law) arising out of or based upon the arrangement created by the pooling and servicing agreement as though the pooling and servicing agreement created a partnership under the Delaware Uniform Partnership Law in which the transferor is a general partner.

The pooling and servicing agreement provides that, except for obligations specifically undertaken by the transferor and the servicer pursuant to the pooling and servicing agreement, neither the transferor nor the servicer (nor any of their respective directors, trustees, officers, employees or agents) will be under any liability to trust I, the trust I trustee, its officers, directors, employees or agents, the certificateholders or any other person for any action taken, or for refraining from taking any action, pursuant to the pooling and servicing agreement, unless imposed by reason of willful misfeasance, bad faith or gross negligence of the transferor or the servicer in the performance of its duties under the pooling and servicing agreement or reckless disregard of its obligations and duties.

In addition, the pooling and servicing agreement provides that the servicer is not under any obligation to appear in, prosecute or defend any legal action that is not incidental to its servicing responsibilities under the pooling and servicing agreement and that in its opinion may expose it to any expense or liability.

Any person into which, in accordance with the pooling and servicing agreement, the transferor or any of the servicers may be merged or consolidated or any person resulting from any merger or consolidation to which the transferor or the servicer is a party, or any person succeeding to the business of the transferor or any of the servicers, will be the successor to the transferor or the applicable servicer, as the case may be, under the pooling and servicing agreement upon execution of a supplemental pooling and servicing agreement expressly assuming the obligations of the transferor or servicer, as applicable, under the pooling and servicing agreement, delivery of an officer’s certificate of the transferor or servicer with respect to the compliance of the transaction with the applicable provisions of the pooling and servicing agreement, delivery of an opinion of counsel that the supplemental pooling and servicing agreement is legal, valid and binding and delivery of notice to the rating agencies.

The owner trustee of the transferor has only nominal duties under the transaction documents and has no liability with respect to the certificates or the receivables.

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Servicer Default

In the event of any Servicer Default, either the trust I trustee or certificateholders representing undivided interests aggregating more than 50% of the investor interests for all outstanding series, by written notice to the applicable servicer (and to the trust I trustee if given by the noteholders), may terminate all of the rights and obligations of the applicable servicer as servicer under the pooling and servicing agreement and in and to the receivables (including collections and other proceeds). The termination of the servicer and appointment of a successor servicer is called a “service transfer.” The rights and interest of the transferor under the pooling and servicing agreement and in the transferor interest will not be affected by a service transfer..

The trust I trustee and the master servicer will use best efforts to appoint another entity reasonably acceptable to each credit enhancement provider, or petition a court of competent jurisdiction to appoint another entity as Successor Servicer, provided that the Rating Agency Condition is satisfied with respect to that appointment. Until a successor servicer is appointed, the servicer will continue to act as servicer.

A “Servicer Default” under the pooling and servicing agreement refers to any of the following events:

(a) failure by either servicer to make any payment, transfer or deposit, or to give instructions to the trust I trustee to make certain payments, transfers or deposits, on the date that the servicer is required to do so under the pooling and servicing agreement (or within the applicable grace period, which may not exceed 10 business days);

(b) (i) failure on the part of either servicer to duly observe or perform in any respect any other covenants or pooling and servicing agreements of the servicer, if that failure has a material adverse effect on the noteholders of any outstanding series and continues unremedied for a period of 60 days after written notice, during which time it continues to have a material adverse effect on the noteholders (it being understood, however, that if the breach of such covenant or pooling and servicing agreement results in any receivable becoming a servicer ineligible receivable, such breach shall not constitute a Servicer Default, if such servicer ineligible receivable is purchased from trust I by the servicer within the required time for such purchase and in accordance with the relevant provisions of the pooling and servicing agreement); or (ii) the delegation by a servicer of its material duties, except as specifically permitted under the pooling and servicing agreement;

(c) any representation, warranty or certification made by either servicer in the pooling and servicing agreement or in any certificate delivered pursuant to the pooling and servicing agreement proves to have been incorrect when made, which has a material adverse effect on the certificateholders of any outstanding series, and which continues to be incorrect in any material respect for a period of 60 days after written notice, if during those 60 days it continues to have a material adverse effect on the noteholders; or

(d) the occurrence of certain insolvency events with respect to either servicer.

Notwithstanding the above, a delay in or failure of performance referred to in clause (a) above for a period of 30 business days, or referred to under clause (b) or (c) for a period of 60 business days, will not constitute a Servicer Default if that delay or failure could not be prevented by the exercise of reasonable diligence by the servicer or was caused by an act of God or other similar occurrence. The servicer will not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of pooling and servicing agreement, and must provide the trust I trustee, any provider of Enhancement, the transferor and the holders of notes of each outstanding series prompt notice of that failure or delay, together with a description of the cause of that failure or delay and its efforts to perform its obligations.

If a conservator or receiver is appointed for a servicer, and no Servicer Default other than that conservatorship or receivership or the insolvency of that servicer exists, the conservator or receiver may have the power to prevent either the trust I trustee or the majority of the noteholders from effecting a service transfer.

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Information Available Electronically

The indenture trustee will make available to each noteholder of record and the other persons entitled thereto the statements referenced above via the indenture trustee’s Internet Website with the use of a password provided by the indenture trustee or its agent to such person upon receipt from such person of a certification in form attached to the series supplement. The indenture trustee’s Internet Website will initially be located at <www.ctslink.com> or at such other address as the indenture trustee shall notify the parties to the related series supplement from time to time. In addition, the indenture trustee will also make certain other documents, reports and information provided by the servicer to each noteholder and other persons entitled thereto via the indenture trustee’s Internet Website with the use of a password provided by the indenture trustee or its agent to such person upon receipt by the indenture trustee from such person of a certification in the form attached to the related series supplement; provided, however, that the parties to the series supplement and the Rating Agency shall not be required to provide such certification. For assistance with regard to this service, investors may call the corporate trust office of the indenture trustee at 1-800-344-5128.

The indenture I trustee makes no representations or warranties as to the accuracy or completeness of, and may disclaim responsibility for, any information made available by the indenture I trustee for which it is not the original source.

The indenture trustee may require registration and the acceptance of a disclaimer in connection with providing access to the indenture trustee’s Internet Website. The indenture I trustee shall not be liable for the dissemination of information made in accordance with the pooling and servicing agreement.

Evidence as to Compliance

The pooling and servicing agreement will provide that on or before March 31 of each calendar year, commencing March 31, 2005, the servicer will cause a firm of independent certified public accountants (which may also render other services to the servicer, the seller or the transferor) to furnish a report to the effect that it has examined the servicer’s compliance with certain sections of the pooling and servicing agreement relating to the servicing of the receivables and that, on the basis of its examination, it is of the opinion that servicing of the receivables was conducted in compliance with those sections of the pooling and servicing agreement, except for exceptions or errors that it believes to be immaterial and other exceptions that will be set forth in that statement.

The pooling and servicing agreement will provide for delivery to the trust I trustee, on or before March 31 of each calendar year commencing in March 2005, of an annual statement signed by an officer of each servicer to the effect that each servicer has fully performed its obligations under the pooling and servicing agreement throughout the preceding year, or, if there has been default in the performance of any obligation of either servicer, specifying the nature and status of the default.

Amendments

The pooling and servicing agreement may be amended by the transferor, the servicer and the trust I trustee, without the consent of certificateholders of any series then outstanding, for any purpose, so long as:

• the transferor delivers to the trust I trustee an opinion of counsel to the effect that the amendment will not adversely affect in any material respect the interests of those certificateholders; and

• the amendment will not result in a withdrawal or reduction of the rating of any outstanding series by any rating agency. If the amendment provides for additional or substitute credit enhancement for a series or changes the definition of Eligible Receivable, the matters to be covered by the opinion of counsel described in the first clause above may instead be covered by a Certificate of an authorized officer of the transferor. Such an amendment may be entered into in order to comply with or obtain the benefits of certain future tax legislation.

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The pooling and servicing agreement may also be amended by the transferor, the servicer and the trust I trustee with the consent of the holders of certificates evidencing undivided interests aggregating not less than 66 ²/3% of the investor interests of all series, in order to add any provisions to, change in any manner or eliminate any of the provisions of the pooling and servicing agreement or the related series supplement, or modify in any manner the rights of certificateholders of any outstanding series. Such an amendment, however, may not, without the consent of all certificateholders of the related series and of all series adversely affected:

• reduce in any manner the amount of, or delay the timing of distributions required to be made on any series;

• change the definition of or the manner of calculating the interest of any certificateholder of any series; or

• reduce the percentage of undivided interests of holders of certificates required to consent to any such amendment.

Promptly following the execution of any amendment to the pooling and servicing agreement, the trust I trustee will furnish written notice of the substance of the amendment to each certificateholder.

Any series supplement and any amendments regarding the addition or removal of receivables from trust I will not be considered an amendment requiring certificateholders’ consent under the provisions of the pooling and servicing agreement.

List of Certificateholders

Upon written request of certificateholders of record representing undivided interests in trust I aggregating not less than 10% of the investor interest, the trust I trustee will afford those certificateholders access during business hours to the current list of certificateholders of trust I, for use in communicating with other certificateholders with respect to their rights under the pooling and servicing agreement. The trust I trustee may, however, refuse to supply such a list until it has been adequately indemnified by the certificateholders for its costs and expenses, and will give the servicers notice that such a request has been made.

The Transferor

Mellon Premium Finance Loan Owner Trust is the transferor under the pooling and servicing agreement. The transferor is a business trust formed under the laws of the State of Delaware under a trust agreement. Mellon Bank, N.A. is the depositor and the initial sole owner of the transferor. The assets of Mellon Bank, N.A. are not available to support the obligations of the transferor. The transferor does not have and is not expected to have significant assets. The trust agreement limits the ability of the transferor to engage in any business other than:

• acquiring, holding, and selling insurance premium finance agreements;

• acquiring, holding and selling the transferor certificate;

• issuing and making payments on trust I notes of the transferor; and

• engaging in other activities to accomplish the above.

The owner trustee in trust I agreement is Chase Manhattan Bank USA National Association. It is a national banking association with its corporate trust office located in Wilmington, Delaware. The owner trustee has not participated in the preparation of this prospectus and assumes no responsibility for its contents.

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The Trust I Trustee

Wells Fargo Bank, N.A. is the trustee under the pooling and servicing agreement. The seller, the transferor, the servicer and their respective affiliates may from time to time enter into normal banking and trustee relationships with the trustee and its affiliates.

The trust I trustee has entered into an agreement with the transferor pursuant to which the transferor has agreed to pay the fees and expenses of the trust I trustee. In the event that the transferor fails to pay amounts owed to the trust I trustee pursuant its agreement, on any transfer date, to the extent not paid by the transferor, one twelfth of the trust I trustee’s annual fee of $3,500 plus certain additional expenses, if any, of the trust I trustee, not to exceed $50,000 per year (the “Unpaid Trustee Fee”), will be allocated to the master collateral certificate based on nominal liquidation amount of all series of notes issued by the issuer.

The trust I trustee, the transferor, the servicer and any of their respective affiliates may hold certificates in their own names (except that the trust I trustee may not hold a certificate issued by the related trust for its own account). In addition, for purposes of meeting the legal requirements of certain local jurisdictions, the trust I trustee will have the power to appoint a co-trustee or separate trustees of all or part of trust I. In the event of such an appointment, all rights, powers, duties and obligations conferred or imposed upon the trust I trustee by the pooling and servicing agreement will be conferred or imposed upon the trust I trustee and the separate trustee or co-trustee jointly, or, in any jurisdiction in which the trust I trustee is incompetent or unqualified to perform certain acts, singly upon the separate trustee or co-trustee, which will exercise and perform those rights, powers, duties and obligations solely at the direction of the trust I trustee.

The trust I trustee may resign at any time, in which event the transferor will be obligated to appoint a successor trustee. The transferor may also remove the trust I trustee if the trust I trustee ceases to be eligible to continue as trustee under the pooling and servicing agreement or if the trust I trustee becomes insolvent. If the transferor removes the trust I trustee, it will be obligated to appoint a successor trustee. Any resignation or removal of the trust I trustee and appointment of a successor trustee does not become effective until acceptance of the appointment by the successor trustee.

DESCRIPTION OF THE RECEIVABLES PURCHASE AGREEMENTS

Purchases of Receivables

The first tier receivables purchase agreement governs the seller’s purchase of receivables from the originators. The second tier receivables purchase agreement governs the transfer of these receivables from the seller to the transferor. Pursuant to the pooling and servicing agreement, these receivables are transferred to trust I. We refer to the first tier receivables purchase agreement together with the second tier receivables purchase agreement as the receivables purchase agreements. The purchase price of these receivables under each of the receivables purchase agreements equals the outstanding principal balance of the receivables. The rights of the seller under the first tier receivables purchase agreement are assigned by the seller to the transferor pursuant to the second tier receivables purchase agreement. Pursuant to the pooling and servicing agreement, the transferor will also transfer to trust I its rights in, to, and under the receivables purchase agreements with respect to the receivables.

Representations and Warranties

Pursuant to the first tier receivables purchase agreement, each of the originators jointly and severally represent and warrant that, and pursuant to the second tier receivables purchase agreement the seller represents and warrants that, as of the closing date with respect to receivables transferred to trust I on the closing date, and the related addition date with respect to additional receivables that:

• each receivable has been conveyed to the transferor free and clear of any lien of any person claiming through or under the originators or any of their affiliates in the case of the first tier receivables purchase agreement or through or under the seller or any of its affiliates in the case of the second tier receivables purchase agreement (other than, in each case, any liens for municipal

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and other local taxes that are not at the time due and payable or the validity of which is currently being contested by the applicable originator in good faith by appropriate proceedings and for which the applicable originator has set aside on its books adequate reserves) and in compliance, in all material respects, with all requirements of law applicable to the originators or the seller, as the case may be; and

• each receivable is an Eligible Receivable.

In the event of a breach of the representation and warranty described in the clauses above, and if, on the expiration of 60 days from the earlier to occur of the discovery of such an event by either the transferor or the servicer, or receipt by the transferor of written notice of any such event from the trust I trustee, and/or the seller, as applicable, pursuant to the pooling and servicing agreement, then, the originator and/or the seller, as applicable, must pay to the transferor immediately on demand an amount equal to the amount of all losses, damages and liabilities of the transferor that result from the breach, including but not limited to the principal balance of such transferor ineligible receivable plus accrued and unpaid interest thereon. However, no damages will be payable if, on any day within the applicable grace period, those representations and warranties that have been breached with respect to the applicable receivable are then true and correct in all material respects as if that receivable had been created on that day. Upon payment of damages to the transferor, the transferor shall reassign the transferor ineligible receivable to the seller and/or originator, as applicable. The sole remedy for a breach of any of the representations and warranties shall be the payment of damages to the transferor and the repurchase of the related transferor ineligible receivable.

Certain Covenants

Pursuant to the first tier receivables purchase agreement, each originator jointly and severally covenants to the seller that, and pursuant to the second tier receivables purchase agreement the seller covenants to the transferor that, among other things, subject to specified exceptions and limitations, it will take no action to cause:

• any receivable to be evidenced by any instruments or to be anything other than a “general intangible” as defined in the UCC; and

• (a) in the case of the first tier receivables purchase agreement, in the event that any originator is unable for any reason to transfer receivables to the transferor, it will nevertheless continue to allocate and pay all collections from those receivables to or upon the order of the seller, and (b) in the case of the second tier receivables purchase agreement, in the event the seller is unable for any reason to transfer receivables to the transferor it will nevertheless continue to allocate and pay all collections from those receivables to the transferor.

Purchase Termination

If either originator becomes insolvent, the seller’s obligations under the first tier receivables purchase agreement to purchase receivables from that originator will automatically terminate. In addition, if the seller becomes insolvent, the originators’ obligations to transfer receivables to the transferor will automatically terminate. If the seller becomes insolvent, the transferor’s obligations under the second tier receivables purchase agreement to purchase receivables from the seller will automatically terminate. In addition, if the transferor becomes insolvent, the seller’s obligations to transfer receivables to the transferor will automatically terminate.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

Transfer of Receivables

The transferor will represent and warrant in the pooling and servicing agreement that the transfer of receivables by it to trust I is either a valid transfer and assignment to trust I of all right, title and interest of the transferor in and to the related receivables, except for the transferor interest, or the grant to trust I of a security interest in those receivables. The transferor also will represent and warrant in the pooling and servicing agreement

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that, if the transfer of receivables by the transferor to trust I is deemed instead to create a security interest under the UCC instead of transfer and assignment, there will exist a valid, subsisting and enforceable first priority perfected security interest in those receivables in favor of trust I on and after their creation and transfer to trust I, except for certain tax and other governmental liens.

For a discussion of trust I’s rights arising from a breach of these warranties, see “Description of Trust I and the Master Collateral Certificate—Representations and Warranties; Reassignment of the Receivables.”

Certain Matters Relating to Insolvency and Bankruptcy

Insolvency of the Seller

The seller is chartered as a national banking association and is subject to regulation and supervision by the Office of the Comptroller of the Currency, which is authorized to appoint the FDIC as conservator or receiver of the seller upon the occurrence of certain events relating to the seller’s financial condition.

The Federal Deposit Insurance Act (“FDIA”), as amended by FIRREA, sets forth certain powers that the FDIC may exercise in its capacity as conservator or receiver for the seller. Positions taken by the FDIC prior to the passage of FIRREA suggest that the FDIC, if appointed as conservator or receiver of the seller, would not interfere with the timely transfer to trust I of payments collected on the receivables or interfere with the timely liquidation of related receivables, as described below.

To the extent that the seller has granted a security interest in the receivables to trust I, and that interest was validly perfected before the seller’s insolvency and was not taken in contemplation of the insolvency of the seller or with the intent to hinder, delay or defraud the seller or the creditors of the seller, the FDIA provides that that security interest should not be subject to avoidance by the FDIC as conservator or receiver of the seller. As a result, the FDIC should not be able to prevent payments to trust I with respect to the receivables.

In addition, the FDIC has promulgated, effective September 11, 2000, a regulation on the FDIC’s treatment, as conservator or receiver, of financial assets transferred in connection with a securitization or participation. This regulation provides, among other things, that the FDIC will not seek to recharacterize as loans, transfers by insured depositary institutions in connection with a securitization if the securitization satisfies the conditions of the regulation. In general, these conditions require that the insured depositary institution receive adequate consideration for the transfer and that the transfer satisfy the requirements of sale accounting under U.S. generally accepted accounting principles, other than the “legal isolation” condition as it applies to institutions for which the FDIC may be appointed as conservator or receiver. As a result, payments to noteholders with respect to the receivables, up to the amount of “actual, direct compensatory damages,” as described below, should not be subject to recovery by the FDIC as conservator or receiver of Mellon Bank, N.A. The foregoing conclusions regarding avoidance and recovery are based on the FDIC’s regulations on the treatment by the FDIC, as conservator or receiver, of financial assets transferred in connection with a securitization or participation, which took effect September 11, 2000, and FDIC general counsel opinions and policy statements regarding the application of certain provisions of the FDIA. However, such opinions and policy statements are not necessarily binding on the FDIC and the application of the FDIC’s regulation to any particular transaction is subject to certain conditions. If the FDIC, as conservator or receiver for Mellon Bank, N.A. were to assert a contrary position, the FDIC’s regulation on the treatment by the FDIC, as conservator or receiver, of financial assets transferred in connection with a securitization or participation were not applicable, or the FDIC were to require the transferor or the trust I trustee to establish its right to those payments by submitting to and completing the administrative claims procedure established under the FDIA, or the conservator or receiver were to request a stay of proceedings with respect to Mellon Bank, N.A. as provided under the FDIA, delays in payments on the master collateral certificate and, therefore, on the notes and possible reductions in the amount of those payments could occur. The FDIA provides that the FDIC may repudiate contracts, including secured contracts, determined by it to be burdensome and that claims for repudiated obligations are limited to actual, direct compensatory damages determined as of the date of the appointment of the conservator or receiver. The FDIA does not define the term “actual, direct compensatory damages.” On April 10, 1990, the Resolution Trust Company (the “RTC”), formerly a sister agency of the FDIC, adopted a statement of policy with respect to the payment of interest on direct collateralized borrowings of savings associations. The RTC policy

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statement states that interest on such borrowings will be payable at the contract rate up to the date of the redemption or payment by the conservator, receiver, or the trustee of an amount equal to the principal owed plus the contact rate of interest up to the date of such payment or redemption, plus any expenses of liquidation if provided for in the contract to the extent secured by the collateral. However, in a case involving zero-coupon bonds issued by a savings association which were repudiated by the RTC, a federal district court in the Southern District of New York held, in 1993, that the RTC was obligated to pay holders the fair market value of repudiated bonds as of the date of repudiation. The FDIC, as conservator or receiver, would also have any rights and powers conferred under state law.

In addition, the insolvency of the seller would cause a Pay-Out Event to occur with respect to all series of certificates that would result in the commencement of the rapid amortization period. If a rapid amortization period occurs, noteholders are likely to be repaid principal on their notes earlier than expected.

Bankruptcy of the Transferor or an Originator

Each of the originators will sell receivables to the seller, and the seller, in turn, will sell receivables to the transferor and the transferor, in turn, will sell the receivables to trust I. However if one of the originators or the

transferor becomes bankrupt, a court could conclude that the receivables sold to trust I are not owned by trust I, but rather are part of the bankruptcy estate of one of the originators or the transferor, as applicable, either because the court concludes that the sale of the receivables from the bankrupt party was not really a sale but rather a secured financing or because the court concludes that the bankrupt party and the owner of the receivables should be treated as a single entity rather than separate entities. If this were to occur, noteholders could experience delays or reductions in payments on their notes as a result of:

• the “automatic stay” provisions of the U.S. Bankruptcy Code, which prevent secured creditors from exercising remedies against a debtor in bankruptcy and provisions of the U.S. Bankruptcy Code that permit substitution of collateral in certain circumstances;

• certain tax or government liens on one of the originators or the transferor’s property (that arose prior to the transfer of a receivable to trust I) having a right to be paid from collections on the receivables before those collections are used to make payments on the notes; and

• the fact that the transferor, trust I or the trust I trustee may not have a perfected security interest in the receivables held by the applicable bankrupt party at the time a bankruptcy proceeding begins.

In addition, a bankruptcy trustee may have the power:

• regardless of the terms of the pooling and servicing agreement, (a) to prevent the beginning of the rapid amortization period, (b) in the case of the insolvency of the transferor to prevent the early sale of the receivables and termination of trust I or (c) require new receivables to continue to be transferred to trust I; or

• regardless of the instructions of those authorized to direct the trust I trustee’s actions under the pooling and servicing agreement, (a) to require the early sale of the receivables, (b) to require termination of trust I and retirement of the master collateral certificate and/or the notes or (c) to prohibit the continued transfer of receivables to trust I.

The bankruptcy of either the transferor or one of the originators would cause a Pay-Out Event to occur with respect to all series of certificates then outstanding under trust I. Pursuant to the pooling and servicing agreement, newly created principal receivables will not be transferred to trust I on and after any such appointment or voluntary liquidation. In addition, in the case of the insolvency of the transferor, unless holders of over 50% of the investor interest of each class of each series of certificates object and indicate that they wish to continue to have receivables sold to trust I, the trust I trustee would sell the receivables allocable to each series in accordance with the terms of the pooling and servicing agreement and trust I would terminate. Even if trust I were not terminated, the insolvency of one of the originators, or the bankruptcy of either the transferor or an originator would cause a Pay-Out Event to

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occur that would result in the commencement of the rapid amortization period. If a rapid amortization period occurs, noteholders are likely to be repaid principal on their notes earlier than expected.

We refer you to “The Indenture – Early Redemption Events”, “The Indenture – Early Redemption Events – Trust I Pay-Out Events” and “Deposit and Application of Funds – Targeted Deposits of Available Principal Amounts to the Principal Funding Account.”

Lack of Perfected Security Interests in Certain Unearned Premiums

Each receivable includes a grant by the borrower to the applicable originator of a security interest in the related unearned premium. The perfection of a security interest in an unearned premium is generally not governed by the UCC. Statutes, common law and industry practice govern the perfection of a security interest in unearned premiums and generally require, for the perfection of such a security interest, a notice informing the applicable insurance carrier of the identity of the person entitled to the payment of that unearned premium. It is standard practice for the originators to send such a notice to the applicable insurance carrier and/or any of its agents, designees or representatives at or about the time the insurance policy premium is financed. Each originator will represent and warrant to the seller, the seller will represent to the transferor and the transferor will represent and warrant to trust I, in each case, as of the date of transfer of each receivable, that the applicable originator has a first priority perfected security interest in the unearned premiums relating to the receivable so transferred.

Each originator will assign its security interest in the unearned premiums to the seller, which will in turn assign its security interest in the unearned premiums to the transferor which will in turn assign its security interest in the unearned premiums to trust I.

The applicable originator will represent and warrant in the first tier receivables purchase agreement to the seller, the seller will represent and warrant in the second tier receivables purchase agreement to the transferor and the transferor will represent and warrant in the pooling and servicing agreement that a notice of financed premium has been delivered to the related insurance carrier and/or any of its agents, designees or representatives notifying it of the trust I trustee’s security interest in the unearned premium and that trust I has a first priority perfected security interest in these unearned premiums.

In the event that the representations and warranties relating to the perfection of security interests in unearned premiums are breached and as a result the related account becomes a defaulted account or trust I’s rights in, to or under the receivable or its proceeds are impaired or the proceeds of that receivable are not free and clear of any lien, then, upon the expiration of the applicable grace period, that receivable will be treated as a transferor ineligible receivable and removed from trust I as described under “Description of the Notes—Representations and Warranties.”

If an originator becomes the subject of a bankruptcy or insolvency proceeding and trust I does not have a perfected security interest in the unearned premium, trust I’s interest in that unearned premium would be subordinated to the interest of a bankruptcy trustee of that originator. As a result, noteholders might not be able to obtain the proceeds of any returned unearned premiums.

U.S. FEDERAL INCOME TAX CONSEQUENCES

General

The following discussion, summarizing the anticipated material generally applicable Federal income tax consequences of the purchase, ownership and disposition of the Class A, Class B and Class C notes, is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), proposed, temporary and final Treasury regulations under the Code, and published rulings and court decisions in effect as of the date of this prospectus, all of which are subject to change, possibly retroactively. This discussion does not address every aspect of the Federal income tax laws that may be relevant to note owners in light of their personal investment circumstances or to certain types of note owners subject to special treatment under the Federal income tax laws (for example, banks and life insurance companies). Accordingly, investors should consult their own tax advisors

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regarding Federal, state, local, or foreign tax laws and any other tax consequences to them with respect to their investment in the notes. PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE FEDERAL TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, OR DISPOSITION OF INTERESTS IN NOTES, AS WELL AS THE TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, FOREIGN COUNTRY, OR OTHER TAXING JURISDICTION. References in this “U.S. Federal Income Tax Consequences” section to a note or notes, unless the context indicates otherwise, refer only to the Class A, Class B and Class C notes. The term “note owner” refers to a holder of a beneficial interest in a note.

Characterization of the Notes as Indebtedness

McKee Nelson LLP will act as special tax counsel to the transferor (“Special Tax Counsel”) and will advise the transferor, based on the assumptions and qualifications set forth in its opinion, that the notes will be treated as indebtedness for Federal income tax purposes. However, opinions of counsel are not binding on the Internal Revenue Service (the “IRS”), and there can be no assurance that the IRS could not successfully challenge this conclusion.

The transferor will express in the indenture and the pooling and servicing agreement its intent that for Federal, state and local income and franchise tax purposes, the notes be indebtedness secured by the receivables. The transferor agrees and each noteholder and note owner, by acquiring an interest in a note, agrees or will be deemed to agree to treat the notes as indebtedness for Federal, state and local income or franchise tax purposes. However, because different criteria are used to determine the non-tax accounting characterization of the transactions contemplated by the pooling and servicing agreement, the transferor expects to treat those transactions, for regulatory and financial accounting purposes, as a sale of an ownership interest in the receivables and not as a debt obligation.

In general, whether for Federal income tax purposes a transaction constitutes a sale of property or a loan, the repayment of which is secured by the property, is a question of fact, the resolution of which is based upon the economic substance of the transaction rather than its form or the manner in which it is labeled. While the IRS and the courts have set forth several factors to be taken into account in determining whether the substance of a transaction is a sale of property or secured indebtedness for Federal income tax purposes, the primary factor in making this determination is whether the transferee has assumed the risk of loss or other economic burdens relating to the property and has obtained the benefits of ownership with respect to the property. Special Tax Counsel will analyze and rely on several factors in reaching its opinion that the weight of the benefits and burdens of ownership of the receivables has not been transferred to the note owners.

Taxation of Interest Income of Note Owners

As set forth above, it is expected that Special Tax Counsel will advise the transferor that the notes will constitute indebtedness for Federal income tax purposes, and accordingly, interest on the notes will be includible in income by note owners as ordinary income when received (in the case of a cash basis taxpayer) or accrued (in the case of an accrual basis taxpayer) in accordance with their respective methods of tax accounting. Interest received on the notes may also constitute “investment income” for purposes of certain limitations of the Code concerning the deductibility of investment interest expense.

Interest and OID

If the notes are issued with original issue discount (“OID“), the provisions of sections 1271 through 1275 of the Code will apply to the notes. Under those provisions, a note owner (including a cash basis holder) generally would be required to accrue the OID on its interest in a note in income for Federal income tax purposes on a constant yield basis, resulting in the inclusion of OID in income in advance of the receipt of cash attributable to that income.

In general, a note will be treated as having OID to the extent that its “stated redemption price” exceeds its “issue price” by more than a de minimis amount. Although not clear, the de minimis amount for a note would appear

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to equal the product of (1) 0.25%, (2) the stated redemption price of the note and (3) the weighted average maturity of the note.

The issue price of an issue of debt instruments issued for money is the first price at which a substantial portion of the issue is sold. The stated redemption price at maturity of a debt instrument includes all payments, other than interest unconditionally payable at fixed intervals of one year or less at either a fixed rate or a variable rate (“Qualified Stated Interest“). Interest is unconditionally payable only if either (1) reasonable legal remedies exist to compel the timely payment of interest or (2) the terms or conditions under which the debt instrument is issued make the late payment or nonpayment of interest a remote likelihood. It is possible that some or all of the interest on the notes may not be treated as unconditionally payable. Nevertheless, for tax information reporting purposes, the transferor intends to take the position that all interest on the notes constitutes qualified stated interest.

If a note is issued with more than a de minimis amount of OID, such OID must be included in income by the note owner as the OID accrues, regardless of the note owner’s method of accounting. For information reporting purposes, the transferor will determine the amount of any OID accruals under rules set out in Section 1272(a)(6) of the Code. Because no regulations have been issued interpreting those provisions, however, the manner in which those provisions would apply to the notes is unclear.

Under Section 1272(a)(6) of the Code, the amount of OID allocable to any accrual period for a note will equal (1) the sum of (i) the adjusted issue price of the note at the end of the accrual period and (ii) any payments made on the note during the accrual period of amounts included in the stated redemption price at maturity of the note, minus (2) the adjusted issue price of the note at the beginning of the accrual period. The OID so determined is allocated ratably among the days in the accrual period. For this purpose, the adjusted issue price of the note at the beginning of its first accrual period will be its issue price. The adjusted issue price at the end of any accrual period (and, therefore, at the beginning of the subsequent accrual period) is determined by discounting the remaining payments due on the note at its yield to maturity. In addition, the remaining payments due are determined based on a prepayment assumption, but are adjusted to take into account the effect of payments actually made on the note. The yield to maturity of a note is determined by projecting payments due on the note based on the prepayment assumption.

Given the uncertainty regarding the application of Section 1272(a)(6) of the Code to the notes, prospective investors should consult their own tax advisors regarding the consequences to them if the notes were treated as having been issued with OID.

Market Discount

A note owner who purchases a note at a discount from its outstanding principal amount (or, if the note is issued with OID, its adjusted issue price) will acquire the note with market discount (a “market discount bond“). If the market discount is less than a statutorily defined de minimis amount (presumably equal to the product of (i) 0.25%, (ii) the stated redemption price at maturity of the note and (iii) the remaining weighted average maturity of the note), the market discount will be considered to be zero. Treasury regulations interpreting the market discount rules have not yet been issued; therefore, prospective investors should consult their own tax advisors regarding the application of those rules and the advisability of making any of the elections described below.

Unless the beneficial owner of a market discount bond elects under Section 1278(b) of the Code to include market discount in income as it accrues, any principal payment (whether a scheduled payment or a prepayment) or any gain on disposition of the market discount bond is treated as ordinary income to the extent that it does not exceed the accrued market discount at the time of such payment or disposition. If the beneficial owner makes the election under Section 1278(b) of the Code, the election will apply to all market discount bonds acquired by the beneficial owner at the beginning of the first taxable year to which the election applies and all market discount bonds thereafter acquired by it. The election may be revoked only with the consent of the IRS.

The Code grants the Treasury Department authority to issue regulations providing for the computation of accrued market discount on debt instruments, such as the notes, the principal of which is payable in more than one installment, but no regulations have been issued. The relevant legislative history provides that, until such regulations are issued, the holder of a market discount bond may elect to accrue market discount either on the basis

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of a constant interest rate or according to a pro rata method described in the legislative history. Under that method, the amount of market discount that accrues in any accrual period in the case of a note issued with OID equals the product of (i) the market discount that remains to be accrued as of the beginning of the accrual period and (ii) a fraction, the numerator of which is the OID accrued during the accrual period and the denominator of which is the sum of the OID accrued during the accrual period and the amount of OID remaining to be accrued as of the end of the accrual period. In the case of a note that was issued without OID, the amount of market discount that accrues in any accrual period will equal the product of (i) the market discount that remains to be accrued as of the beginning of the accrual period and (ii) a fraction, the numerator of which is the amount of stated interest accrued during the accrual period and the denominator of which is the total amount of stated interest remaining to be accrued at the beginning of the accrual period. For purposes of determining the amount of OID or interest remaining to be accrued with respect to the notes, the prepayment assumption applicable to calculating the accrual of any OID with respect to the note would apply.

If a note owner incurred or continues indebtedness to purchase or hold a note with market discount, the owner may be required to defer a portion of its interest deductions for the taxable year attributable to any such indebtedness. Any such deferred interest expense would not exceed the market discount that accrues during such taxable year and is, in general, allowed as a deduction not later than the year in which such market discount is includible in income. If such a note owner elects to include market discount in income currently as it accrues on all market discount bonds acquired by such owner in that taxable year or thereafter, the interest deferral rule described above will not apply.

Premium

A purchaser of a note that purchases the note for an amount (net of accrued interest) greater than its stated redemption price at maturity will have premium with respect to that note in the amount of the excess. Such a purchaser need not include in income any remaining OID with respect to that note and may elect to amortize the premium under Section 171 of the Code. If a note owner makes this election, the amount of any interest payment that must be included in the note owner’s income for each period will be reduced by a portion of the premium allocable to the period based on a constant yield to maturity basis. In addition, the relevant legislative history states that premium should be amortized in the same manner as market discount. The election under Section 171 of the Code also will apply to all debt instruments (the interest on which is not excludable from gross income) held by the note owner at the beginning of the first taxable year to which the election applies and to all such taxable debt instruments thereafter acquired by it. The election may be revoked only with the consent of the IRS.

Election to Treat All Interest as OID

The regulations relating to OID permit a note owner to elect to accrue all interest, discount (including de minimis original issue discount and de minimis market discount), and premium in income as interest, based on a constant yield method (a “constant yield election“). If such an election were to be made and the note were to be acquired at a premium, such an owner would be deemed to have made an election to amortize bond premium under Section 171 of the Code, which is described above. Similarly, if the note owner had acquired the note with market discount, the note owner would be considered to have made an election described in Section 1278(b) of the Code, which is described above. A constant yield election may be revoked only with the consent of the IRS.

Sale of a Note

In general, a note owner will recognize gain or loss upon the sale, exchange, redemption, or other taxable disposition of a note measured by the difference between (i) the amount of cash and the fair market value of any property received (other than amounts attributable to, and taxable as, accrued interest) and (ii) the note owner’s tax basis in the note (as increased by any OID or market discount previously included in income by the holder and decreased by any deductions previously allowed for amortizable bond premium and by any payments reflecting principal or OID received with respect to its note). Subject to the market discount rules discussed above and to the more than one-year holding period requirement for long-term capital gain treatment, any such gain or loss generally will be long-term capital gain, provided that the note was held as a capital asset. The maximum ordinary income rate for individuals, estates, and trusts exceeds the maximum long-term capital gains rate for those taxpayers. In addition, capital losses generally may be used only to offset capital gains.

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Tax Characterization of Trust

The pooling and servicing agreement permits the issuance of classes of notes that are treated for Federal income tax purposes either as indebtedness or as an interest in a partnership. The trust could be characterized either as (i) a security device to hold receivables securing the repayment of the notes or (ii) a partnership in which the transferor and certain classes of beneficial owners of notes are partners, and which has issued debt represented by other classes of notes. In connection with the issuance of notes of any series, Special Tax Counsel will render an opinion to the transferor, based on the assumptions and qualifications set forth in the opinion, that under then current law, the issuance of the notes of these series, whether or not publicly offered, will not cause the applicable trust to be characterized for Federal income tax purposes as an association (or publicly traded partnership) taxable as a corporation.

Possible Classification of the Transaction as a Partnership or as an Association Taxable as a Corporation

The opinion of Special Tax Counsel with respect to the notes will not be binding on the courts or the IRS. It is possible that the IRS could assert that, for purposes of the Code, the transaction contemplated by this prospectus

constitutes a sale of the receivables (or an interest in those receivables) to the note owners and that the proper classification of the legal relationship between the transferor and some or all of the note owners or noteholders resulting from the transaction is that of a partnership, a publicly traded partnership taxable as a corporation, or an association taxable as a corporation. The transferor currently does not intend to comply with the Federal income tax reporting requirements that would apply if any classes of notes were treated as interests in a partnership or corporation (unless, as is permitted by the pooling and servicing agreement, an interest in trust I is issued or sold that is intended to be classified as an interest in a partnership).

If trust I were treated in whole or in part as a partnership in which some or all of the holders of interests in the publicly offered notes were partners, that partnership would be classified as a publicly traded partnership, and so could be taxable as a corporation. Further, if interests in trust I other than the publicly offered notes are considered to be equity and are considered to be publicly traded, trust I could constitute a publicly traded partnership even if all holders of interests in the publicly offered notes were treated as debt for tax purposes. If trust I were classified as a publicly traded partnership, it would not be subject to taxation as a corporation if its income was not derived in the conduct of a “financial business;” however, whether the income of trust I would be so classified is unclear and Special Tax Counsel is unable to opine as to whether trust I would be so classified.

Under the Code and the regulations, a partnership will be classified as a publicly traded partnership if equity interests are traded on an “established securities market,” or are “readily tradable” on a “secondary market” or its “substantial equivalent.” The transferor intends to take measures designed to reduce the risk that trust I could be classified as a publicly traded partnership by reason of interests other than the publicly offered notes. Although the transferor expects that these measures will ultimately be successful, certain of the actions that may be necessary for avoiding the treatment of these interests as “readily tradable” on a “secondary market” or its “substantial equivalent” are not fully within the control of the transferor. As a result, there can be no assurance that the measures the transferor intends to take will in all circumstances be sufficient to prevent trust I from being classified as a publicly traded partnership under the regulations.

If a transaction were treated as creating a partnership between the transferor and the note owners or noteholders that is not characterized as a publicly traded partnership taxable as a corporation, the partnership itself would not be subject to Federal income tax; rather, the partners of that partnership, including the note owners or noteholders, would be taxed individually on their respective distributive shares of the partnership’s income, gain, loss, deductions and credits. The amount and timing of items of income and deductions of a note owner could differ if the notes were held to constitute partnership interests, rather than indebtedness. Moreover, unless the partnership were treated as engaged in a trade or business, an individual’s share of expenses of the partnership would be miscellaneous itemized deductions that, in the aggregate, are allowed as deductions only to the extent they exceed two percent of the individual’s adjusted gross income, and would be subject to reduction under Section 68 of the Code if the individual’s adjusted gross income exceeded certain limits. As a result, the individual might be taxed on a greater amount of income than the stated rate on the notes. Finally, even assuming that a partnership qualifies for exemption from taxation as a corporation, all or a portion of any taxable income allocated to a note owner that is a pension, profit-sharing or employee benefit plan or other tax-exempt entity (including an individual retirement

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account) may, under certain circumstances, constitute “unrelated business taxable income” which generally would be taxable to the holder under the Code.

If it were determined that a transaction created an entity classified as a publicly traded partnership taxable as a corporation, trust I would be subject to Federal income tax at corporate income tax rates on the income it derives from the receivables, which would reduce the amounts available for distribution to the note owners, possibly including note owners of a class that is treated as indebtedness. Such a classification may also have adverse state and local tax consequences that would reduce amounts available for distribution to note owners. Cash distributions to the note owners (except any class not recharacterized as an equity interest in an association) generally would be treated as dividends for tax purposes to the extent of the deemed corporation’s earnings and profits.

Foreign Investors

As set forth above, it is expected that Special Tax Counsel will render an opinion, upon issuance, that the notes will be treated as debt for U.S. Federal income tax purposes. The following information describes the U.S. Federal income tax treatment of investors that are not U.S. persons, but are “Foreign Investors,” if the notes are treated as debt. The term “Foreign Investor” means any person other than:

• a citizen or resident of the United States of America;

• a corporation, partnership or other entity (treated as a corporation or partnership for U.S. tax purposes) organized in or under the laws of the United States of America or state thereof (including the District of Columbia);

• an estate whose income is includible in gross income for United States Federal income taxation regardless of its source; or

• a trust for which one or more United States persons have the authority to control all substantial decisions and for which a court of the United States can exercise primary supervision over the trust’s administration.

Interest, including principal to the extent of accrued OID, paid to a Foreign Investor will be subject to U.S. withholding taxes at a rate of 30% unless (i) the income is “effectively connected” with the conduct by that Foreign Investor of a trade or business in the United States and the investor provides on a timely basis Form W-8ECI in which case, the Foreign Investor will generally be subject to tax at the same rates as a U.S. person or (ii) the Foreign Investor and each securities clearing organization, bank, or other financial institution that holds the notes on behalf of the customer in the ordinary course of its trade or business, in the chain between the note owner and the U.S. person otherwise required to withhold the U.S. tax (the “withholding agent“), complies with applicable identification and certification requirements and the note owner does not actually or constructively own 10% or more of the voting stock of Mellon Bank, N.A. or another person holding an equity interest in the issuer (or, upon the issuance of an interest in trust I that is treated as a partnership interest, any holder of such an interest) and is not a controlled foreign corporation with respect to Mellon Bank, N.A. or any person holding an equity interest in the issuer.

Applicable identification requirements generally will be satisfied if there is delivered to the securities clearing organization (i) IRS Form W-8BEN signed under penalties of perjury by the note owner, stating that the beneficial owner of the note is not a U.S. person and providing the note owner’s name and address, or (ii) IRS Form W-8BEN, signed by the note owner, claiming exemption from withholding under an applicable tax treaty that provides for exemption; provided that in any such case (x) the applicable form is delivered pursuant to applicable procedures and is properly transmitted to the United States entity otherwise required to withhold tax and (y) none of the entities receiving the form has knowledge or reason to know that the note owner is a U.S. person or that the form is otherwise inaccurate.

A note owner that is a nonresident alien or foreign corporation will not be subject to U.S. Federal income tax on gain realized upon the sale, exchange, or redemption of a note, provided that (i) that gain is not effectively

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connected with the conduct of a trade or business in the United States, (ii) in the case of a note owner that is an individual, that note owner is not present in the United States for 183 days or more during the taxable year in which that sale, exchange, or redemption occurs, and (iii) in the case of gain representing accrued interest or OID the conditions described in the immediately preceding two paragraphs are satisfied.

If the interests of the note owners were reclassified as interests in a partnership (not taxable as a corporation), that recharacterization could cause a Foreign Investor to be treated as engaged in a trade or business in the United States. In that event, the note owner would be required to file a Federal income tax return and, in general, would be subject to Federal income tax, including branch profits tax in the case of a note owner that is a corporation, on its net income from the partnership. Further, the partnership would be required, on a quarterly basis, to pay withholding tax equal to the sum, for each foreign partner, of that foreign partner’s distributive share of “effectively connected” income of the partnership multiplied by the highest rate of tax applicable to that foreign partner. The tax withheld from each foreign partner would be credited against that foreign partner’s U.S. income tax liability.

If trust I were taxable as a corporation, distributions to foreign persons, to the extent treated as dividends, would generally be subject to withholding at the rate of 30%, unless that rate were reduced by an applicable tax treaty.

Information Reporting and Backup Withholding

The issuer or a holder holding on behalf of a note owner generally will be required to report annually to the IRS, the amount of interest paid on a note (and the amount of accrued OID, if any, and interest withheld for Federal income taxes, if any) for each calendar year, except as to exempt holders (generally, holders that are corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, or individual retirement accounts). Payments of interest (including OID, if any) on a note held by a foreign person are required to be reported annually on IRS Form 1042-S, which the withholding agent must file with the IRS and furnish to the recipient of the income.

Each note owner will be required to provide, under penalties of perjury, a certificate containing the holder’s name, address, correct Federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt holder fail to provide the required certification, the issuer or other intermediary will be required to withhold up to 31% of the amount otherwise payable to the note owner, and remit the withheld amount to the IRS as a credit against the note owner’s Federal income tax liability.

STATE AND LOCAL TAXATION

The discussion above does not address the tax treatment of a trust, the notes, or the Note owners of any series under state and local tax laws. Prospective investors are urged to consult their own tax advisors regarding state and local tax treatment of trust I and the notes, and the consequences of purchase, ownership or disposition of the notes under any state or local tax law.

ERISA CONSIDERATIONS

General

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA“) prohibits, and Section 4975 of the Code imposes adverse tax consequences on, certain transactions between a pension, profit-sharing or other employee benefit plan or other retirement plan or arrangement that is subject to ERISA or Section 4975 of the Code, including a so-called “Keogh” plan, or an individual retirement account, or any entity deemed to hold the assets of the foregoing (each a “Plan“) and persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan. A violation of these “prohibited transaction” rules may result in an excise tax and other penalties and liabilities under ERISA and the Code for such persons. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA, including the requirements of investment prudence and diversification, and the requirement that investments of any such Plan be made in accordance with the documents governing such Plan. Under ERISA, any person who exercises any authority or control respecting the management or disposition of the assets of a Plan is considered to be fiduciary of the Plan.

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Certain transactions involving the assets of a trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased securities issued by that trust if assets of the trust were deemed to be assets of the Plan. Under a regulation issued by the United States Department of Labor (the “Plan Assets Regulation”), the assets of a trust would be treated as plan assets of the Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the trust and none of the exceptions contained in the Plan Assets Regulation was applicable. An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

Purchases of the Notes

Although there is little guidance on how this definition applies, the issuer believes that, at the time of their issuance, the Class A notes, the Class B notes and the Class C notes (the “Notes”) should be treated as indebtedness

without substantial equity features for purposes of the Plan Assets Regulation. This determination is based in part upon the traditional debt features of the Notes, including the reasonable expectation of purchasers of the Notes that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. Based upon the foregoing and other considerations, subject to the considerations described below, the Notes may be purchased by a Plan.

Without regard to whether the assets of the issuer are considered “plan assets,” the acquisition or holding of Notes by or on behalf of a Plan could be considered to give rise to a prohibited transaction if the issuer, the owner of 50% or more of the equity interest in the issuer, the owner trustee of the issuer, the indenture trustee, the underwriter, or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such Plan. In that case, certain exemptions (“prohibited transaction class exemptions” or “PTCEs”) from the prohibited transaction rules could be applicable, depending on the type of Plan involved and the circumstances of the plan fiduciary’s decision to acquire a Note. Included among these exemptions are: PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”); PTCE 90-1 (relating to transactions involving insurance company pooled separate accounts); PTCE 91-38 (relating to transactions involving bank collective investment funds); PTCE 95-60 (relating to transactions involving insurance company general accounts); and PTCE 96-23 (relating to transactions effected by an “in-house asset manager”). Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts in connection with an investment in the Notes that might be construed as prohibited transactions. There can be no assurance that any of these exemptions, or any other exemption, will be available with respect to any particular transaction involving the Notes.

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements but may be subject to federal, state or local laws substantially similar to ERISA or Section 4975 of the Code (“Similar Law”), such plans, together with Plans are referred to herein as “Benefit Plans.”

The Notes may not be purchased with the assets of a Benefit Plan if Mellon Bank, N.A., AFCO Credit Corporation, AFCO Acceptance Corporation, Mellon Premium Finance Loan Owner Trust, the indenture trustee, the owner trustee of the issuer, any underwriter or any of their affiliates (a) has investment or administrative discretion with respect to such Benefit Plan assets; (b) has authority or responsibility to give, or regularly gives, investment advice with respect to such Benefit Plan assets for a fee and pursuant to an agreement or understanding that such advice (i) will serve as a primary basis for investment decisions with respect to such Benefit Plan assets and (ii) will be based on the particular investment needs for such Benefit Plan; or (c) is an employer maintaining or contributing to such Benefit Plan unless such purchase and holding of the Notes would be covered under an applicable prohibited transaction exemption and, for plans or arrangements subject to Similar Law, will not cause a non-exempt violation of any Similar Law.

Prospective Benefit Plan investors in Notes should consult with their legal advisors concerning the impact of ERISA and the Code, the availability of other exemptions from the prohibited transaction rules that may apply to them, and the potential consequences in their specific circumstances, prior to making an investment in the Notes. Each Benefit Plan fiduciary should also determine whether under the general fiduciary standards of investment

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prudence and diversification, an investment in the Notes is appropriate for the Benefit Plan, taking into account the overall investment policy of the Benefit Plan and the composition of the Benefit Plan’s investment portfolio.

Each purchaser and transferee of a Note will be deemed to represent and warrant to the issuer and the indenture trustee that either (i) it is not a Benefit Plan or (ii) it is a Benefit Plan and its acquisition and holding of such Note satisfy the requirements for exemptive relief under PTCE 96-23, PTCE 95-60, PTCE 91-38, PTCE 90-1, PTCE 84-14, or a similar exemption, or, in the case of a Benefit Plan subject to Similar Law, will not result in a non-exempt violation of Similar Law, and to further represent, warrant and covenant that it will not transfer such Note in violation of the foregoing.

The sale of any of the Notes to a Benefit Plan is not a representation that such an investment meets all relevant legal requirements relating to investments by Benefit Plans generally or by any particular Benefit Plan, or that such an investment is appropriate for Benefit Plans generally or for any particular Benefit Plan.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement between the issuer and the underwriters of the named below, the issuer has agreed to sell to the underwriters, and each of the underwriters has severally agreed to purchase, the principal amount of the notes set forth opposite its name:

Class A Underwriters	Principal Amount of Class A Notes
Citigroup Global Markets Inc.
Mellon Financial Markets, LLC
Total
Class B Underwriters	Principal Amount of Class B Notes
Citigroup Global Markets Inc.
Mellon Financial Markets, LLC
Total
Class C Underwriters	Principal Amount of Class C Notes
Citigroup Global Markets Inc.
Mellon Financial Markets, LLC
Total

In the underwriting agreement, the underwriters have agreed, subject to certain terms and conditions, to purchase all of the notes offered pursuant to this prospectus if any of the notes are purchased.

The Class A underwriters propose initially to offer the Class A notes to the public at a purchase price of         % of their principal amount and to certain dealers at the purchase price less concessions not in excess of         % of the principal amount of the Class A notes. The Class A underwriters may allow, and the dealers may reallow, concessions not in excess of         % of the principal amount of the Class A notes to certain brokers and dealers. After the initial public offering, the public offering price and other selling terms may be changed by the Class A underwriters.

The Class B underwriters propose initially to offer the Class B notes to the public at a purchase price of         % of their principal amount and to certain dealers at the purchase price less concessions not in excess of         % of the principal amount of the Class B notes. The Class B underwriters may allow, and the dealers may reallow, concessions not in excess of         % of the principal amount of the Class B notes to certain brokers and dealers. After the initial public offering, the public offering price and other selling terms may be changed by the Class B underwriters.

The Class C underwriters propose initially to offer the Class C notes to the public at a purchase price of         % of their principal amount and to certain dealers at the purchase price less concessions not in excess of         % of the principal amount of the Class C notes. The Class C underwriters may allow, and the dealers may reallow, concessions not in excess of         % of the principal amount of the Class C notes to certain brokers and dealers. After the initial public offering, the public offering price and other selling terms may be changed by the Class C underwriters.

The issuer will receive proceeds of approximately $             from the sale of the notes (representing         % of the aggregate principal amount of each Class A note, each Class B note and each Class C note) after paying the underwriters a discount of $             (representing         % of the aggregate principal amount of each Class A note, each Class B note and each Class C note). Additional offering expenses are estimated to be $1,043,350.

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Each underwriter has represented and agreed that:

(A) it has not offered or sold and, prior to the expiry of the 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 do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995;

(B) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 of the United Kingdom with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

(C) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997 of the United Kingdom or is a person to whom the document may otherwise lawfully be issued or passed on.

Mellon Financial Markets, LLC is an affiliate of Mellon Bank, N.A. Citigroup Global Markets Inc. and certain affiliates have performed certain investment banking services for Mellon Bank, N.A. and certain affiliates for which they have received or receive compensation.

The issuer, the seller and the transferor will indemnify the underwriters against liabilities relating to the adequacy of disclosure to investors, including under the Securities Act, or contribute to payments the underwriters may be required to make in respect of any such liability.

LEGAL MATTERS

Certain legal matters relating to the issuance of the notes will be passed upon for the issuer, the transferor and trust I by Carl Krasik, Esq., Associate General Counsel to Mellon Financial Corporation, Reed Smith LLP, Pittsburgh, Pennsylvania and McKee Nelson LLP, New York, New York. The federal income tax matters described under “U.S. Federal Income Tax Consequences” will be passed upon for the issuer, the transferor and trust I by McKee Nelson LLP, New York, New York. McKee Nelson LLP, New York, New York will act as counsel for the underwriters. Certain ERISA matters will be passed upon for the issuer by McKee Nelson LLP, New York, New York. Mr. Krasik is a shareholder of Mellon Financial Corporation and holds options to purchase additional shares of Mellon Financial Corporation’s common stock.

REPORTS TO NOTEHOLDERS

The issuer will prepare monthly and annual reports that will contain information about the issuer and trust I. The financial information contained in the reports will not be prepared in accordance with generally accepted accounting principles. Unless and until definitive notes are issued, the reports will be sent to Cede & Co., which is the nominee of the DTC and the registered holder of the notes. No financial reports will be sent to you. However, you may obtain copies of these reports free of charge by calling AFCO Credit Corporation at (412) 234-0487. We refer you to “Description of the Notes—Book-Entry Registration,” “The Indenture—Reports to Noteholders” and “—Issuer’s Annual Compliance Statement” in this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We filed a registration statement relating to the notes with the Securities and Exchange Commission. This prospectus is part of the registration statement, but the registration statement includes additional information.

The issuer will file with the Commission all required annual, monthly and special Commission reports and other information about the issuer and trust I.

108

You may read and copy any reports, statements or other information we file at the Commission’s public reference room in Washington, D.C. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at (800) SEC-0330 for further information on the operation of the public reference rooms. Our filings are also available to the public on the Commission’s internet site (http://www.sec.gov).

109

INDEX OF TERMS

account	28
accumulation reserve account	61
addition date	76
additional receivable	76
AFCO	23
AFCO Acceptance	23
AFCO Credit	23
aggregate receivables	31
AIG	67
Available Funds	53
Available Principal Amounts	56
Base Rate	60
Beginning of Month Principal Receivables	31
Benefit Plans	105
BIF	85
business day	45
Cede	40
Class A Additional Interest	46
Class A interest funding subaccount	45
Class A Interest Rate	44
Class A Monthly Interest	45
Class A Nominal Liquidation Amount Deficit	55
Class B Additional Interest	46
Class B interest funding subaccount	45
Class B Interest Rate	44
Class B Monthly Interest	45
Class B Nominal Liquidation Amount Deficit	55
Class C Additional Interest	46
Class C interest funding subaccount	45
Class C Interest Rate	44
Class C Monthly Interest	45
Class C Nominal Liquidation Amount Deficit	55
Class C Required Reserve Account Amount	59
Class C Required Reserve Account Percentage	60
Class D Nominal Liquidation Amount Deficit	55
Class D notes	6
Clearstream	42
Clearstream Participants	42
Code	98
collection account	84
Commission	41
constant yield election	101
Cooperative	43
Default Amount	56
defaulted account	56
defaulted receivables	56
definitive notes	43
distribution account	84
distribution date	45
DTC	40
Eligibility Criteria Change Date	18
Eligible Receivable	81
ERISA	104
Euroclear	43
Euroclear Operator	43
Euroclear Participant	42
excess funding account	89
Excess Insurer Concentration Amount	67
excess spread rate	60
Exchange Act	41
expected principal payment date	4
FDIA	96
FDIC	85
finance charge account	84
finance charge receivables	31
first tier receivables purchase agreement	27
Fixed Investor Percentage	87
Floating Investor Percentage	86
Foreign Investor	103
Guidelines	81
indenture	40
Indenture Trustee	3
ineligible account	78
interest payment date	46
interest period	46
Investment Company Act	64
investor interest	51
Investor Servicing Fee	89
IRS	99
Issuer	3
legal maturity date	48
LIBOR	47
LIBOR determination date	47
market discount bond	100
master servicer	3
Minimum Transferor Interest	50
Monthly Interest	45
monthly interest period	45
Monthly Payment Rate	66
monthly period	45
Moody’s	85
Net Portfolio Yield	60
nominal liquidation amount	48
Nominal Liquidation Amount Deficit	56
note accumulation period	58
Note owner	41
note revolving period	58
Notice of Cancellation	25
Notice of Intent to Cancel	25
Offered Notes	3
OID	99
Originators	3
outstanding principal amount	47
Permitted Investments	85

110

Permitted Jurisdiction	29
Plan	104
Principal Allocation Amount	87
principal receivables	30
Principal Shortfalls	89
Qualified Institution	85
Qualified Stated Interest	100
rapid note amortization period	5
rating agency	85
Rating Agency Condition	88
receivable jurisdiction	21
record date	40
Recoveries	56
Reference Banks	47
Required Reserve Account Amount	61
reserve account funding date	61
reset date	87
RTC	96
Rule of 78’s	28
SAIF	85
second tier receivables purchase agreement	28
Seller	3
service transfer	91
Servicer Default	91
servicer ineligible account	81
servicer ineligible receivable	80
Servicers	3
Servicing Fee Rate	89
special payment date.	46
Special Tax Counsel	99
split rating determination methodology	68
Standard & Poor’s	85
stated principal amount	47
statistical calculation date	29
Telerate Page 3750	47
Tier 1 Insurer	67
Tier 2 Insurer	67
Tier 3 Insurer	67
Tier 4 Insurer	68
transfer date	54
Transferor	3
transferor ineligible account	78
transferor ineligible receivable	77
Transferor Interest	50
Trust I	3
Trust I Excess Finance Charge Collections	88
Trust I Shared Principal Collections.	89
trust termination date	76
UCC	79
Unpaid Trustee Fee	94
Variable Interest	87
withholding agent	103

111

ANNEX I:

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered Mellon Bank Premium Finance Loan Master Trust Asset Backed Notes (the “Global Securities”) to be issued in series from time to time will be available only in book-entry form. Investors in the Global Securities may hold the Global Securities through any of DTC, Clearstream or Euroclear. The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Securities through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional Eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations and prior asset backed securities issues.

Secondary cross-market trading between Clearstream or Euroclear and DTC Participants holding Global Securities will be effected on a delivery-against-payment basis through the respective European Depositaries of Clearstream and Euroclear (in such capacity) and as DTC Participants.

Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their respective European Depositaries, which in turn will hold such positions in accounts as DTC Participants.

Investors electing to hold their Global Securities through DTC will follow the DTC settlement practice. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading between DTC Participants will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds.

Trading between Clearstream and/or Euroclear Participants. Secondary market trading between Clearstream Participants or Euroclear Participants will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds.

I-1

Trading between DTC seller and Clearstream or Euroclear purchaser. When Global Securities are to be transferred from the account of a DTC Participant to the account of a Clearstream Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream Participant or Euroclear Participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the respective European Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date. Payment will then be made by the respective depositary to the DTC Participant’s account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Participant’s or Euroclear Participant’s account. The Global Securities credit will appear the next day (European time) and the cash debit will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

Clearstream Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the Global Securities are credited to their accounts one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Participants or Euroclear Participants can elect not to pre-position funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Clearstream Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on each Clearstream Participant’s or Euroclear Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Securities to the respective depositary for the benefit of Clearstream Participants or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participant a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading between Clearstream or Euroclear seller and DTC purchaser. Due to time zone differences in their favor, Clearstream Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream Participant or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream or Euroclear will instruct the respective Depositary, as appropriate, to deliver the bonds to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date on the basis of the actual number of days in such interest period and a year assumed to consist of 360 days. For transactions settling on the 31^st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Participant’s or Euroclear Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debit in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Participant’s or Euroclear Participant’s account would instead be valued as of the actual settlement date. Finally, day traders that use Clearstream or Euroclear and that purchase Global Securities from DTC Participants for delivery to Clearstream Participants or Euroclear

I-2

Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At lease three techniques should be readily available to eliminate this potential problem:

(a) borrowing through Clearstream or Euroclear for one day (until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts) in accordance with the clearing system’s customary procedures;

(b) borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or

(c) staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Participant or Euroclear Participant.

U.S. Federal Income Tax Documentation Requirements

A beneficial owner that is not a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986 holding a book-entry Note through Clearstream, Euroclear or DTC maybe subject to U.S. withholding tax at a rate of 30% unless such beneficial owner provides certain documentation to the indenture trustee or to the U.S. entity required to withhold tax (the “U.S. withholding agent”) establishing an exemption from withholding. A holder that is not a United States person may be subject to 30% withholding unless:

(I) the trustee or the U.S. withholding agent receives a statement

(a) from the beneficial owner who is an individual or an entity treated as a corporation on Internal Revenue Service (IRS) Form W-8BEN (or any successor form) that

(i) is signed by the beneficial owner under penalties of perjury,

(ii) certifies that such beneficial owner is not a United States person, and

(iii) provides the name and address of the beneficial owner, or

(b) from a securities clearing organization, a bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business that

(i) is signed under penalties of perjury by an authorized representative of the financial institution,

(ii) states that the financial institution has received an IRS Form W-8BEN (or any successor form) from the beneficial owner who is an individual or an entity treated as a corporation or that another financial institution acting on behalf of the beneficial owner has received such IRS Form W-8BEN (or any successor form),

(iii) provides the name and address of the beneficial owner, and

(iv) attaches the IRS Form W-8BEN (or any successor form) provided by the beneficial owner;

(II) the beneficial owner who is an individual or an entity treated as a corporation claims an exemption or reduced rate based on a treaty and provides a properly executed IRS Form W-8BEN (or any successor form) to the indenture trustee or the U.S. withholding agent;

I-3

(III) the beneficial owner claims an exemption stating that the income is effectively connected to a U.S. trade or business and provides a properly executed IRS Form W-8ECI (or any successor form) to the indenture trustee or the U.S. withholding agent; or

(IV) the beneficial owner is a nonwithholding partnership and provides a properly executed IRS Form W-8IMY (or any successor form) with all necessary attachments to the issuer or the U.S. withholding agent. Certain pass-through entities that have entered into agreements with the Internal Revenue Service (for example qualified intermediaries) may be subject to different documentation requirements; it is recommended that such beneficial owner consult with their tax advisors when purchasing the notes.

A beneficial owner holding book-entry notes through Clearstream or Euroclear provides the forms and statements referred to above by submitting them to the person through which he holds an interest in the book-entry notes, which is the clearing agency, in the case of persons holding directly on the books of the clearing agency. Under certain circumstances a Form W-8BEN, if furnished with a taxpayer identification number, (TIN), will remain in effect until the status of the beneficial owner changes, or a change in circumstances makes any information on the form incorrect. A Form W-8BEN, if furnished without a TIN, and a Form W-8ECI will remain in effect for a period starting on the date the form is signed and ending on the last day of the third succeeding calendar year, unless a change in circumstances makes any information on the form incorrect.

In addition, all beneficial owners holding book-entry notes through Clearstream, Euroclear or DTC may be subject to backup withholding unless the beneficial owner:

(I) provides a properly executed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY (or any successor forms) if that person is not a United States person;

(II) provides a properly executed IRS Form W-9 (or any substitute form) if that person is a United States person; or

(III) is a corporation, within the meaning of Section 7701 (a) of the Internal Revenue Code of 1986, or otherwise establishes that it is a recipient exempt from United States backup withholding.

This summary does not deal with all aspects of federal income tax withholding or backup withholding that may be relevant to investors that are not United States persons within the meaning of Section 7701(a)(30) of the Internal Revenue Code. Such investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the book-entry notes.

The term United States person means (1) a citizen or resident of the United States, (2) an entity treated as a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia (unless, in the case of a partnership, Treasury regulations are adopted that provide otherwise), (3) an estate the income of which is includable in gross income for United States tax purposes, regardless of its source, (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust, and (5) to the extent provided in regulations, certain trusts in existence on August 20, 1996 that are treated as United States persons prior to such date and that elect to continue to be treated as United States persons.

I-4

ANNEX II:

OTHER SERIES OF TRUST I CERTIFICATES

The information provided in this Annex II is an integral part of the prospectus.

Series Class	Issuance Date	Initial Investor Interest		Certificate Rate	Expected Principal Payment Date	Termination Date
Series 2001-2	June 15, 2001
Class A		$	270,000,000	_______	_______	_______
Class B		$	12,000,000	_______	_______	_______
Collateral Interest		$	18,000,000	_______	_______	_______
Series 2002-1	December 17, 2001
Class A		$	392,700,000	Three-Month LIBOR +0.30%	December 15, 2005	December 17, 2007
Class B		$	17,600,000	Three-Month LIBOR +1.40%	December 15, 2005	December 17, 2007
Collateral Interest		$	29,700,000	_______	_______	_______
Series 2004-A	June     , 2004
Class A			_______	_______	_______	_______
Class B			_______	_______	_______	_______
Collateral Interest			_______		_______	_______

II-1

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained or incorporated by reference in this prospectus and, if given or made, you must not rely upon that information or representation as having been authorized by the transferor or any agent or underwriter. This prospectus does not constitute an offer or solicitation by anyone in any state in which that offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make that offer or solicitation. You must not, under any circumstances, imply from either the delivery of this prospectus or any sale made pursuant to this prospectus that there has been no change in the affairs of the transferor or the receivables since the date of this prospectus or that the information contained or incorporated by reference in this prospectus is correct as of any time subsequent to its date.

TABLE OF CONTENTS

Prospectus

Transaction Summary	1
Prospectus Summary	2
Risk Factors	15
Business of the Originators	23
The Trust I Receivables	27
Use of Proceeds	40
Description of the Notes	40
Sources of Funds to Pay the Notes	51
Deposit and Application of Funds	53
The Indenture	63
Description of Trust I and the Master Collateral Certificate	74
Description of the Receivables Purchase Agreements	94
Certain Legal Aspects of the Receivables	95
U.S. Federal Income Tax Consequences	98
State and Local Taxation	104
ERISA Considerations	104
Underwriting	107
Legal Matters	108
Reports to Noteholders	108
Where You Can Find More Information	108
Index of Terms	110
Annex I: Global Clearance, Settlement and Tax Documentation Procedures	I-1
Annex II: Other Series of Trust I Certificates	II-1

Until             , all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Mellon Bank PFL Master

Note Trust

Issuer

$467,000,000 Class A

Floating Rate Asset Backed Notes, Series 2004-1

$20,310,000 Class B

Floating Rate Asset Backed Notes, Series 2004-1

$12,690,000 Class C

Floating Rate Asset Backed Notes, Series 2004-1

Mellon Bank, N.A.

Receivables Seller

AFCO Credit Corporation

AFCO Acceptance Corporation

Receivables Originators and Servicers

PROSPECTUS

Underwriters of the Notes

Citigroup

Mellon Financial Markets, LLC

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses in connection with the offering of the securities described in this Registration Statement other than underwriting discounts and commissions. All such amounts, except the SEC Registration Fee, are estimated other than underwriting discounts and commissions.

SEC Registration Fee	$	63,350
Printing Expenses	$	40,000
Trustee’s Fees	$	25,000
Legal Fees and Expenses	$	500,000
Blue Sky Fees and Expenses	$	15,000
Accountants’ Fees and Expenses	$	100,000
Rating Agency Fees	$	300,000
Miscellaneous Fees	$	0
Total	$	1,043,350

Item 14. Indemnification of Directors and Officers

Article Seventh of the Articles of Association of Mellon Bank, N.A. provides as follows:

To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987, or as thereafter amended, permit elimination or limitation of the liability of directors, no Director of the Association shall be personally liable for monetary damages as such for any action taken, or any failure to take any action as a Director.

This Article Seventh shall not apply to any administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by the Director in the form of making payments to the Association.

This Article Seventh shall not apply to any actions filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any Director of the Association occurring prior to January 27, 1987. The provisions of this Article shall be deemed to be a contract with each Director of the Association who serves as such at any time while this Section is in effect and each such Director shall be deemed to be doing so in reliance on the provisions of this Article. Any amendment or repeal of this Article or adoption of any other provision of the Articles or By-Laws of the Association which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal or other provision.

Article Eighth of the Articles of Association of Mellon Bank, N.A. provides as follows:

SECTION I. RIGHT TO INDEMNIFICATION. Except as prohibited by federal or state law, rule or regulation, every Director and officer of the Association shall be entitled as of right to be indemnified by the Association against expenses and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Association or otherwise, in which he or she may be involved, as a party or otherwise, by reason of such person being or having been a Director or officer of the Association or by reason of the fact that such person is or was serving at the request of the Association as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “Action”); provided, that no such right of indemnification shall exist with respect to an Action brought by an indemnitee (as hereinafter defined) against the Association except as provided in the last sentence of this Section I. Persons who are not directors or officers of the Association may be similarly indemnified in respect of service to the Association or to another such entity at the request of the Association to the extent the Board of Directors at any time denominates any of such persons as entitled to the benefits of this Article to the extent not prohibited by federal or state law, rule or regulation. As used in this Article, “indemnitee” shall include each Director and officer of the Association and each other person denominated

by the Board of Directors as entitled to the benefits of this Article, “expenses” shall include fees and expenses of counsel selected by any such indemnitee and “liability” shall include amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement. An indemnitee shall be entitled to be indemnified pursuant to this Section I for expenses incurred in connection with any Action brought by an indemnitee against the Association only if (i) the Action is a claim for indemnity or expenses under Section III of this Article or otherwise, (ii) the indemnitee is successful in whole or in part in the Action for which expenses are claimed or (iii) the indemnification for expenses is included in a settlement of the Action or is awarded by a court.

SECTION II. RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall be entitled as of right to have his or her expenses in any Action (other than an Action brought by such indemnitee against the Association) paid in advance by the Association prior to final disposition of such Action, subject to any obligation which may be imposed by law or by provision in the Articles, By-Laws, agreement or otherwise to reimburse the Association in certain events.

SECTION III. RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written claim under Section I or Section II of this Article is not paid in full by the Association within thirty days after such claim has been received by the Association, the indemnitee may at any time thereafter initiate an Action against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such Action. It shall be a defense to any Action to recover a claim under Section I that the indemnitee’s conduct was such that under Pennsylvania law the Association is prohibited from indemnifying the indemnitee for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors, independent legal counsel and its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Association (including its Board of Directors, independent legal counsel or its shareholders) that the indemnitee’s conduct was such that indemnification is prohibited by law, shall be a defense to such Action or create a presumption that the indemnitee’s conduct was such that indemnification is prohibited by law. The only defense to any such Action to receive payment of expenses in advance under Section II of this Section shall be failure to make an undertaking to reimburse if such an undertaking is required by law or by provision in the Articles, By-Laws, agreement or otherwise.

SECTION IV. INSURANCE AND FUNDING. The Association may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any Action, whether or not the Association would have the power to indemnify such person against such liability or expense by law or under the provisions of this Article. The Association may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

SECTION V. NON-EXCLUSIVITY: NATURE AND EXTENT OF RIGHTS. The rights of indemnification and advancement of expenses provided for in this Article (i) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which any indemnitee may be entitled under any agreement or by-law, charter provision, vote of shareholders or directors or otherwise, (ii) shall be deemed to create contractual rights in favor of each indemnitee, (iii) shall continue as to each person who has ceased to have the status pursuant to which he or she was entitled or was denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of each indemnitee and (iv) shall be applicable to Actions commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for in this Article may not be amended or repealed so as to limit in any way the indemnification or the right to advancement of expenses provided for herein with respect to any acts or omissions occurring prior to the adoption of any such amendment or repeal.

SECTION VI. EFFECTIVE DATE. This Article Eighth shall apply to every Action other than an Action filed prior to January 27, 1987, except that it shall not apply to the extent that Pennsylvania law prohibits its application to any breach of performance of duty or any failure of performance of duty by an indemnitee occurring prior to January 27, 1987.

Article Two of the By-Laws of Mellon Bank, N.A. provides as follows:

SECTION 12. PERSONAL LIABILITY FOR MONETARY DAMAGES. (a) To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987, or as thereafter amended, permit elimination or limitation of the liability of directors, no Director of the Association shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director.

(b) This Section 12 shall not apply to any administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by the Director in the form of making payments to the Association.

(c) This Section 12 shall not apply to any actions filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any Director of the Association occurring prior to January 27, 1987. The provisions of this Section shall be deemed to be a contract with each Director of the Association who serves as such at any time while this Section is in effect and each such Director shall be deemed to be doing so in reliance on the provisions of this Section. Any amendment repeal of this Section or adoption of any other provision of the By-Laws or the Articles of the Association which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal or other provision.

Item 15. Recent Sales of Unregistered Securities.

The registrants have not sold any of their securities within the past three years which were not registered under the Securities Act.

Item 16. Exhibit and Financial Statement Schedules.

(a) Exhibits

Exhibit Number	Description
1.1	Form of Underwriting Agreement.**
3.1	Articles of Association (both current and revised).*
3.2	By-Laws.*
4.1	[ Reserved ].
4.2	Form of Series 2004-MC Supplement.**
4.3	Form of Indenture.**
4.4	Form of Indenture Supplement Series 2004-1.**
4.5	Form of Trust Agreement of Mellon Bank PFL Master Note Trust.**
5.1	Opinion of McKee Nelson LLP with respect to legality.**
8.1	Opinion of McKee Nelson LLP with respect to tax matters (included in opinion filed as Exhibit 5.1).**
10.1	First Tier Receivables Purchase Agreement.*
10.2	Second Tier Receivables Purchase Agreement.*
10.3	Pooling and Servicing Agreement.*
10.4	Trust Agreement of Mellon Premium Finance Loan Owner Trust.*
10.5	Premium Finance Loan Agreements.*
23.1	Consent of McKee Nelson LLP (included in opinion filed as Exhibit 5.1).**
24.1	Power of Attorney.**
25.1	Statement of Eligibility on Form T-1 of Trustee.**

* Incorporated herein by Reference as filed in connection with Registration Statement No. 333-53250.

** Included herewith.

Item 17. Undertakings.

The undersigned registrants hereby undertake:

(a) that insofar as indemnification for liabilities arise under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue;

(b) that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(c) that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Mellon Bank, N.A. as registrant and on behalf of Mellon Premium Finance Loan Owner Trust, as registrant and on behalf of Mellon Bank Premium Finance Loan Master Trust, as registrant and on behalf of Mellon Bank PFL Master Note Trust, as registrant certifies that it has reasonable grounds to believe that it has met all of the requirements for filing Amendment No. 1 on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on May 26, 2004.

MELLON BANK, N.A., as registrant
By:	/s/ Michael A. Bryson
	Michael A. Bryson Executive Vice President and Chief Financial Officer
MELLON PREMIUM FINANCE LOAN OWNER TRUST, as registrant
By:	MELLON BANK, N.A., as originator
By:	/s/ Michael A. Bryson
	Michael A. Bryson Executive Vice President and Chief Financial Officer
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST, as registrant
By:	MELLON BANK, N.A., as originator
By:	/s/ Michael A. Bryson
	Michael A. Bryson Executive Vice President and Chief Financial Officer
MELLON BANK PFL MASTER NOTE TRUST, as registrant
By:	MELLON BANK FINANCE LOAN OWNER TRUST, as originator
By:	MELLON BANK, N.A., as administrator
By:	/s/ Michael A. Bryson
	Michael A. Bryson Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 on Form S-1 has been signed on May 26, 2004 by the following persons in the capacities indicated below.

Signature	Title
PRINCIPAL EXECUTIVE OFFICER:
* Martin G. McGuinn	Chairman, President and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ Michael A. Bryson Michael A. Bryson	Executive Vice President and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
/s/ Michael K. Hughey Michael K. Hughey	Senior Vice President, Director of Taxes and Controller

* By:	/s/ Carl Krasik
	Carl Krasik Attorney-in-fact    May 26, 2004

BOARD OF DIRECTORS:
* Martin G. McGuinn	Director
* Ruth E. Bruch	Director
* Jared L. Cohon	Director
* Steven G. Elliott	Director
* Ira J. Gumberg	Director
* Edward J. McAniff	Director
* Robert Mehrabian	Director
* Seward Prosser Mellon	Director
* Mark A. Nordenberg	Director
* James F. Orr III	Director
* David S. Shapira	Director
* William E. Strickland Jr.	Director
* John P. Surma	Director
* Wesley W. von Schack	Director

* By:	/s/ Carl Krasik
	Carl Krasik Attorney-in-fact    May 26, 2004

EX-1.1

Exhibit 1.1

$[500,000,000]

MELLON BANK PFL MASTER NOTE TRUST

SERIES 2004-1

UNDERWRITING AGREEMENT

[            ], 2004

CITIGROUP GLOBAL MARKETS INC.

as Representative of the

Several Underwriters

390 Greenwich Street, 6^th Floor

New York, New York 10013

Ladies and Gentlemen:

Section 1. Introductory. Mellon Bank PFL Master Note Trust (the “Issuer”) proposes to issue $[467,005,000] aggregate principal amount of Class A Notes, Series 2004-1 (the “Class A Notes”), $[20,305,000] aggregate principal amount of Class B Notes, Series 2004-1 (the “Class B Notes”) and $[12,690,000] aggregate principal amount of Class C Notes, Series 2004-1 (the “Class C Notes” and, collectively with the Class A Notes and the Class B Notes, the “Offered Notes”). The offering of the Offered Notes by the Underwriters pursuant to this Agreement is referred to herein as the “Note Offering”. The Issuer’s Class D Notes, Series 2004-1 (the “Class D Notes” and, collectively with the Offered Notes, the “Notes”) also will be issued pursuant to the Indenture.

The Issuer is a Delaware statutory trust formed pursuant to (a) an Amended and Restated Trust Agreement dated as of [            ] (the “Trust Agreement”), between [            ] as administrator and Chase Manhattan Bank U.S.A. as owner trustee (the “Owner Trustee”). The Offered Notes will be issued pursuant to an indenture dated as of June [    ], 2004 (the “Master Indenture”) between the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2004-1 indenture supplement with respect to the Offered Notes dated as of June [    ], 2004 (the “Indenture Supplement” and, together with the Master Indenture, the “Indenture”).

The primary asset of the Issuer is a certificate (the “Master Collateral Certificate”) representing a beneficial interest in the assets held in Mellon Bank Premium Finance Loan Master Trust (“Trust I”), issued pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of June 15, 2001, as amended as of June [    ], 2004 and as supplemented by the Series 2004-MC Supplement thereto (as so amended and supplemented, the “Pooling and Servicing Agreement”), among Mellon Bank, N.A., a national banking association (the “Seller”), AFCO Credit Corporation, a New York corporation (“AFCO Credit”) and AFCO Acceptance Corporation, a California corporation (“AFCO Acceptance” and together with

AFCO Credit as servicers, the “Servicer”), Premium Financing Specialists, Inc., a Missouri Corporation, and Premium Financing Specialists of California, In., a California corporation, as backup-servicers and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). The assets of Trust I include, among other things, certain commercial insurance premium finance loans (the “Receivables”) conveyed from time to time to the Seller, who then conveys such Receivables to the Mellon Premium Finance Loan Owner Trust (the “Transferor”), a Delaware statutory trust. The Transferor conveys such Receivables to Trust I.

The Issuer proposes to issue and sell the Offered Notes to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”). This Agreement is referred to herein as the “Agreement.”

Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Indenture.

Section 2. Representations and Warranties of the Seller and the Issuer. (a) The Seller and the Issuer (and, together with the Transferor and Trust I, collectively referred to as the “Registrants”) each severally and jointly, represents and warrants, to, and agrees with, each Underwriter as set forth in this Section 2. Certain terms used in this Section 2 are defined in paragraph (i) below.

(i) Each of the Registrants meets the requirements for use of Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) and have filed with the Securities and Exchange Commission (the “Commission”) a registration statement (Registration Nos. 333-113957, 333-113957-01, 333-113957-02 and 333-113957-03), including a related preliminary prospectus, on such Form for the registration under the Securities Act of the Offered Notes. The Registrants may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to the Representative. The Registrants will next file with the Commission (A) prior to the effectiveness of such registration statement, a further amendment thereto (including the form of final prospectus relating to the Offered Notes) or (B) after effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and 424(b) under the Securities Act. In the case of clause (B), the Registrants have included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in the Prospectus with respect to the Offered Notes and the Note Offering. As filed, such amendment and form of final prospectus shall include all Rule 430A Information, together with all other such required information with respect to the Offered Notes and the Note Offering and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus that has previously been furnished to the Representative) as the Registrants have advised the Representative, prior to the Execution Time, will be included or made therein. If the Registration Statement contains the undertakings specified by item 512(a) of Regulation S-K, the Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

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The terms that follow, when used in this Agreement, have the meanings indicated. The term “Effective Date” means each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective. “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto. “Preliminary Prospectus” means any preliminary prospectus referred to in the preceding paragraph and any preliminary prospectus included in the Registration Statement that, at the Effective Date, omits Rule 430A Information. “Prospectus” means the form of prospectus relating to the Offered Notes that is first filed with the Commission pursuant to Rule 424(b) or, if no filing pursuant to Rule 424(b) is required, means the prospectus relating to the Offered Notes included in the Registration Statement at the Effective Date. “Registration Statement” means the registration statement referred to in the preceding paragraph and any registration statement required to be filed under the Securities Act or rules thereunder, including incorporated documents, exhibits and financial statements, in the form in which it has or shall become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended. Such term shall include Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. “Rule 424,” “Rule 430A,” “Rule 415” and “Regulation S-K” refer to such rules or regulations under the Securities Act. “Rule 430A Information” means information with respect to the Offered Notes and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-1 that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date of the Registration Statement or the issue date of the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of the Prospectus, as the case may be, deemed to be incorporated therein by reference.

(ii) On the Effective Date, the Registration Statement did or will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) did or will comply in all material respects with the applicable requirements of the Securities Act and the rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) will not, include

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any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Registrants make no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplements thereto) in reliance upon and in conformity with information furnished in writing to the Registrants by any Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus (or any supplements thereto). Each Registrant hereby agrees with the Underwriters that, for all purposes of this Agreement, the only information furnished to the Registrants by the Underwriters through the Representative specifically for use in the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, are: the last paragraph at the bottom of the cover page of the Prospectus, the third to last sentence under the heading “Risk Factors—The absence of a secondary market for the certificates could limit your ability to resell the certificates,” and the concession and reallowance figures appearing in the third and fourth paragraphs under the caption “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).

(iii) Each of the Issuer, the Transferor and Trust I is a Delaware statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, and is validly existing and in good standing under the laws of the State of Delaware, and the Seller is a national banking association, organized and validly existing under the laws of the United States of America, and each of the Registrants has all requisite corporate or trust (as applicable) power, authority and legal right to own its respective properties and conduct its respective business as described in the Registration Statement and the Prospectus and to execute, deliver and perform the transactions contemplated by this Agreement, the Pooling and Servicing Agreement, the First Tier Receivables Purchase Agreement, the Second Tier Receivables Purchase Agreement and the Indenture (collectively the “Specified Agreements”) to which each is a party, and to authorize the authentication, execution and issuance of the Notes and the issuance of the Master Collateral Certificate.

(iv) Each of the Issuer, the Seller, the Transferor and Trust I is duly qualified to do business and in good standing (or is exempt from such requirement) in any state required in order to conduct its respective business, and each has obtained all necessary licenses and approvals required under Federal and Delaware law with respect to the Issuer, the Transferor and Trust I, and required under Federal or Pennsylvania law with respect to the Seller, except where failure to obtain such qualification or such license would not materially adversely affect the conduct of its business.

(v) The execution, delivery and performance by each of the Issuer, the Transferor, Trust I and the Seller of the Specified Agreements to which it is a party, the issuance of the Notes and the Master Collateral Certificate and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action or proceedings.

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(vi) The Seller has duly and validly authorized the conveyance of the Receivables to the Transferor, and the Transferor has duly and validly authorized the conveyance of the Receivables to Trust I. The Master Collateral Certificate has been validly issued to the Issuer and is entitled to the benefits of the Pooling and Servicing Agreement.

(vii) The execution, delivery and performance by the Seller and the Transferor of the Specified Agreements to which each is a party, the issuance of the Notes and the Master Collateral Certificate and the fulfillment of the terms hereof and thereof will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, or (other than the Liens of the Pooling and Servicing Agreement and the Indenture) result in the creation or imposition of any Lien under any material indenture, contract, agreement, mortgage, deed of trust or other instrument to which Seller or the Transferor is a party or by which either of them or any of their respective properties are bound.

(viii) The execution, delivery and performance by the Seller and the Issuer of the Specified Agreements to which each is a party, the issuance of the Notes and the Master Collateral Certificate and the fulfillment of the terms hereof and thereof, will not conflict with or violate any Requirements of Law applicable to the Seller or the Issuer, respectively.

(ix) There are no proceedings or investigations pending, or to the best knowledge of the Seller or the Issuer threatened, against the Seller, the Issuer or the Transferor, as applicable, before any court, regulatory body, administrative agency, arbitrator or other tribunal or governmental instrumentality (A) asserting the invalidity of any Specified Agreement to which each is a party or the Notes or the Master Collateral Certificate, (B) seeking to prevent the issuance of the Notes or the Master Collateral Certificate or the consummation of any of the transactions contemplated by the Specified Agreements to which each is a party, (C) seeking any determination or ruling that, in the reasonable judgment of the Seller or the Issuer, as the case may be, would materially and adversely affect the performance by the Seller, the Issuer or the Transferor, as applicable, of its respective obligations under any Specified Agreement to which each is a party, (D) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of any Specified Agreements to which each is a party or the Notes or the Master Collateral Certificate, or (E) seeking to affect adversely the income tax attributes of the Trust, as described in the Prospectus under the heading “U.S. Federal Income Tax Consequences”; and there are no contracts or documents of the Seller, the Issuer or the Transferor, as applicable, that are required to be filed as exhibits to the Registration Statement by the Securities Act or by the rules and regulations of the Commissioner promulgated under the Securities Act (the “Rules and Regulation”) that have not been so filed.

(x) All approvals, authorizations, consents, orders and other actions of any Person or of any governmental body or official required in connection with the execution and delivery of the Specified Agreements to which the Seller, the Issuer and/or the Transferor is a Party, the issuance of the Notes and the Master Collateral Certificate and the performance of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof, have been obtained.

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(xi) The Seller has delivered to the Representative complete and correct copies of (A) publicly available portions of the Consolidated Reports of Condition and Income of the Seller for the years ended December 31, [2001, 2002 and 2003], as submitted to the Comptroller of the Currency; and (B) the December 31, [2001, 2002 and 2003] audited consolidated balance sheets of Mellon Financial Corporation that are included in respectively Mellon Financial Corporation’s [2001, 2002 and 2003] Annual Reports to Stockholders. Except as otherwise set forth therein, or in other subsequent filings with the Commission, (x) there has been no material adverse change in the condition (financial or otherwise) of the Seller and (y) there have been no transactions entered into by the Seller, other than those in the ordinary course of its business, that are material with respect to the Seller.

(xii) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of the Specified Agreements and the Notes and the Master Collateral Certificate shall have been paid by the Seller or will be paid by the Seller at or prior to the Closing Date to the extent then due.

(xiii) The Offered Notes, when validly authenticated, issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be duly and validly issued and outstanding and entitled to the benefits of the Indenture, and, together with the Pooling and Servicing Agreement, the Indenture and the Master Collateral Certificate will conform in all material respects to the descriptions thereof and the statements in relation thereto contained in the Prospectus.

(xiv) Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Specified Agreements to which any of the Seller, the Issuer or the Transferor is a party constitute the legal, valid and binding agreement of the Seller, the Issuer or the Transferor, as applicable, enforceable against the Seller, the Issuer or the Transferor, as applicable, in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting enforcement of creditors’ rights in general (as they may be applied in the context of the insolvency of a national banking association, in the case of the Seller) and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(xv) On the Closing Date, the Issuer will be the registered holder of the Master Collateral Certificate, and will not have assigned to any Person (other than to the Indenture Trustee) any of its right, title or interest in the Master Collateral Certificate.

(xvi) At the time of each transfer of Receivables after the Closing Date, (x) the Seller will have good and marketable title to the Receivables and other property transferred by it to the Transferor pursuant to the Second Tier Receivables Purchase Agreement and (y) the Transferor will have good and marketable title to the Receivables and other property transferred by it to Trust I pursuant to the Pooling and

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Servicing Agreement, in each case free and clear of Liens (other than the Liens granted pursuant to the Second Tier Receivables Purchase Agreement and the Pooling and Servicing Agreement), and will not have assigned to any Person (other than to the Trustee) any of its right, title or interest in any of such Receivables or such other property.

(xvii) None of the Seller, the Transferor, the Issuer or Trust I is an “investment company” or “controlled” by an “investment company” as such terms are defined in the Investment Company Act.

(xviii) As of the time of each transfer of Receivables pursuant to the First Tier Receivables Purchase Agreement and the Second Tier Receivables Purchase Agreement, each of the representations and warranties of (x) the Seller deemed made pursuant to the Second Tier Receivables Purchase Agreement and (y) the Transferor deemed made pursuant to the Pooling and Servicing Agreement will each be true and correct, and, as of each other date on which the Seller or the Transferor, as applicable, is deemed, pursuant to the terms of the Second Tier Receivables Purchase Agreement or the Pooling and Servicing Agreement, as applicable, to make any of the representations and warranties set forth therein, and in Officer’s Certificates of the Seller and/or the Transferor delivered on each such date pursuant to the Second Tier Receivables Purchase Agreement or the Pooling and Servicing Agreement, as applicable, will be true and correct, and the Underwriters may rely on such representations and warranties as if they were set forth herein in full.

(b) Any Officer’s Certificate signed by any officer of the Seller, the Issuer or the Transferor and delivered to the Representative or its counsel shall be deemed a representation and warranty of the Seller, the Issuer or the Transferor, as the case may be, to the Underwriters as to the matters covered thereby.

Section 3. Purchase and Sale. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, except as set forth in Section 9 below, to purchase the respective initial principal amount of Offered Notes set forth opposite such Underwriter’s name in Schedule I hereto, at a purchase price of [    ]% of the aggregate principal amount thereof.

The Offered Notes will initially be represented by one or more certificates representing $[500,000,000] aggregate initial principal amount, each of which will be registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”) (such certificates, the “DTC Certificates”). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Offered Notes will be available only under the limited circumstances specified in the Indenture.

Delivery of the DTC Notes shall be made to the accounts of the several Underwriters at the office of DTC, 55 Water Street, 49^th Floor, New York, New York 10004, against payment by the several Underwriters of the purchase price therefor to or upon the order of the Transferor

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in immediately available funds at the office of McKee Nelson LLP, New York, New York at 10:00 a.m., New York time, on [            ], 2004, or at such other time not later than seven full business days thereafter as the Transferor and the Underwriters determine, such time being herein referred to as the “Closing Date”. The certificates evidencing the DTC Notes will be made available for checking at the office of McKee Nelson LLP at 5 Times Square, 35^th Floor, New York, New York 10036, at least 24 hours prior to the Closing Date.

Section 4. Offering by the Underwriters. (a) It is understood that the Underwriters propose to offer the Offered Notes for sale to the public as set forth in the Prospectus.

(b) Each Underwriter agrees that if it is a foreign broker dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the “NASD”), it will not effect any transaction in the Offered Notes within the United States or induce or attempt to induce the purchase of or sale of the Offered Notes within the United States, except that it shall be permitted to make sales to other Underwriters or to its United States affiliates, provided that such sales are made in compliance with an exemption of certain foreign brokers or dealers under Rule 15a-6 under the Exchange Act and in conformity with the Rules of Fair Practice of the NASD as such Rules apply to non-NASD brokers or dealers.

(c) Each Underwriter represents and agrees that (i) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any Offered 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 do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 of the United Kingdom with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Offered Notes to a Person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1997 of the United Kingdom or is a Person to whom the document may otherwise lawfully be issued or passed on.

Section 5. Certain Agreements of the Registrants. The Seller, the Transferor, the Issuer and Trust I, each covenants and agrees with the several Underwriters that:

(a) Each of the Registrants will use its best efforts to cause the Registration Statement and any amendment thereto, if not effective at the Execution Time, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Registrants will file the Prospectus, properly completed, pursuant to Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Registrants will promptly advise the Underwriters (i) when the Registration Statement, and any amendment thereto, shall have become effective, (ii) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the

8

Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose and (v) of the receipt by the Registrants of any notification with respect to the suspension of the qualification of the Offered Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Registrants will not file any amendment of the Registration Statement or supplement to the Prospectus unless a copy has been furnished to the Representative for its review prior to such filing. Each of the Registrants will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the lifting thereof.

(b) If at any time when a Prospectus relating to the Offered Notes is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary at any time to amend or supplement such Prospectus to comply with the Securities Act or the Exchange Act or the Rules and Regulations thereunder, the Registrants promptly will prepare and file with the Commission an amendment or supplement that will effect such compliance; provided, however, that the Underwriters shall have received and been given a reasonable opportunity to review and comment on each such amendment or supplement prior to its filing with the Commission. Neither the consent of any Underwriter to, nor the delivery by any Underwriter of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

(c) As soon as practicable, but not later than the Availability Date (as defined below), the Transferor will cause the Indenture Trustee to make generally available to the Holders of the Offered Notes and to the Representative an earnings statement with respect to the Issuer covering a period of at least 12 months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. For the purpose of the preceding sentence, “Availability Date” means the 45^th day after the end of the fourth fiscal quarter following the fiscal quarter that includes the Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Transferor’s fiscal year, “Availability Date” means the 90^th day after the end of such fourth fiscal quarter.

(d) The Registrants will furnish to the Underwriters copies of the Registration Statement as originally filed and each amendment thereto (in each case at least three of which will be signed and will include all exhibits), each related Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may reasonably request. The Registrants will furnish or cause to be furnished to the Representative copies of all reports on Form SR required by Rule 463 under the Securities Act.

(e) The Seller and the Issuer will arrange for the qualification of the Offered Notes for sale under the laws of such jurisdictions in the United States as the Underwriters may reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Offered Notes; provided, however, that Seller and the Issuer shall not be obligated to qualify to do business nor become subject to service of process generally, but only

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to the extent required for such qualification, in any jurisdiction in which it is not currently so qualified, and will arrange for the determination of the legality of the Offered Notes for purchase by institutional investors.

(f) So long as any of the Offered Notes are outstanding, the Transferor will (or will cause the Seller to) deliver or cause to be delivered to the Underwriters (i) copies of each report mailed to the Trustee or the Master Collateral Certificateholders, as soon as such report is mailed to the Trustee or such Holders, (ii) the annual statement as to compliance and the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Sections 3.5 and 3.6 of the Pooling and Servicing Agreement, as soon as such statements are furnished to the Trustee, (iii) copies of all documents required to be filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (iv) such other information concerning the Seller, the Transferor, the Issuer, the Master Collateral Certificate, the Notes or the Trust as the Underwriters may reasonably request from time to time.

(g) The Seller will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation (i) expenses of preparing, printing, reproducing and distributing the Registration Statement and each amendment thereto, the preliminary prospectuses, the Prospectus (including any amendments and supplements thereto), the Specified Agreements and the Offered Notes, (ii) the disbursements of the Trustee and its counsel, (iii) the fees and disbursements of the independent public accountants of the Seller and, to the extent previously agreed, fees and disbursements of counsel to the Seller and the Transferor, (iv) the fees charged by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Service, a division of The McGraw Hill Companies, Inc. (“Standard & Poor’s” and together with Moody’s, the “Rating Agencies”) in connection with the rating of the Offered Notes and the Master Collateral Certificate, as applicable, (v) the fees of DTC in connection with the book-entry registration of the DTC Certificate, (vi) [allocation of fees and expenses of McKee Nelson LLP in its roles as underwriters’ counsel and special counsel to the Seller and the Transferor to be determined] and (vii) expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters, and will reimburse the Underwriters for any expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters pursuant to Section 5(e) hereof in connection with the qualification of the Offered Notes for sale and determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Underwriters may designate.

(h) Each of the Seller and the Transferor, in turn, has caused the Originators’ books and records (including any computer records) to be marked relating to the Receivables to be transferred to Trust I, to show the transfer to the Trust of such Receivables, and neither the Seller nor the Transferor has taken, and from and after the Closing Date, neither the Seller nor the Transferor shall take, any action inconsistent with the transfer to Trust I of such Receivables, other than as permitted by the Pooling and Servicing Agreement.

(i) For a period of 30 days from the date hereof, none of the Registrants or any of their affiliates or any trust formed by them or any of their affiliates will, without the prior written consent of the Underwriters, directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other collateralized securities similar to the Offered Notes (other than the Class D Notes) representing interests in insurance premium finance loans.

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(j) So long as any Offered Notes are outstanding, the Transferor will (or will cause the Seller to) cause to be delivered to the Underwriters a reliance letter relating to each Opinion of Counsel delivered to the Trustee by counsel to the Seller or the Transferor pursuant to the Pooling and Servicing Agreement, or to the Indenture Trustee or any Rating Agency by counsel to the Seller or the Transferor pursuant to the Indenture, at the time such opinion is delivered.

(k) To the extent, if any, that the rating provided with respect to the Offered Notes by any Rating Agency is conditional upon the furnishing of documents or the taking of any other actions by the Seller or the Transferor, the Seller or the Transferor, as the case may be, will furnish such documents and take any such other actions as may be required.

Section 6. Conditions of the Obligations of the Underwriters. The obligation of the Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Seller and the Transferor as of the Execution Time and the Closing Date, to the accuracy of the statements of the officers of the Originators, the Seller, the Transferor, the Issuer and Trust I made pursuant to the provisions hereof, to the performance by the Seller and the Transferor of their respective obligations hereunder and to the following additional conditions precedent:

(a) (i) On the date of this Agreement, the Underwriters and the Seller shall have received a letter, dated the date of delivery thereof (which, if the Effective Time is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to the Effective Time), of KPMG LLP (“KPMG”) confirming that they are independent public accountants within the meaning of the Securities Act and the Rules and Regulations, substantially in the form of the draft to which the Underwriters have previously agreed and otherwise in form and substance satisfactory to the Underwriters and counsel for the Underwriters, and (ii) on the Closing Date, the Underwriters and the Seller shall have received a letter, dated as of the Closing Date, from KPMG updating the letter referred to in clause (i) above, in form and substance satisfactory to the Underwriters and counsel for the Underwriters.

(b) If the Registration Statement has not become effective prior to the Execution Time, unless the Underwriters agree in writing to a later time, the Registration Statement shall have become effective not later than 10:00 a.m. New York time on the date of this Agreement (or the next day, if this Agreement is executed after the close of business on the date hereof); if filing of the Prospectus, or any supplements thereto, is required pursuant to Rule 424(b), the Prospectus shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any of the Originators, the Seller, the Transferor, the

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Issuer or Trust I that, in the judgment of the Underwriters materially impairs the investment quality of the Offered Notes; (ii) any downgrading in the rating of any debt securities of Mellon Financial Corporation or any of its direct or indirect subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal, New York, Delaware or Pennsylvania authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriters, the effect of and such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Notes.

(d) The Representative shall have received:

(1) The favorable opinion or opinions of internal counsel of the Seller and/or Reed Smith LLP, counsel to the Seller and the Transferor, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, and in the aggregate substantially to the effect that:

(i) The Transferor has been duly formed as a Delaware statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, and is validly existing and in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing under the laws of each jurisdiction other than where the failure to be so qualified would not have a material adverse effect on the Transferor’s business, and has full trust power and authority to own its properties, to conduct its business as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under the Specified Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby;

(ii) each of the Specified Agreements to which it is a party has been duly authorized, executed and delivered by the Transferor;

(iii) none of the execution and delivery of the Specified Agreements to which it is a party, or the issuance and delivery of the Offered Notes or the consummation of any of the transactions contemplated herein or therein, or the fulfillment of the terms of the Notes or the Specified Agreements, will conflict with or violate, result in a material breach of or constitute a default under (A) any Requirements of Law applicable to the Transferor or any statute or regulation currently applicable to Trust I, (B) any term or provision of any order known to such counsel to be currently applicable to the Transferor or Trust I of

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any court, regulatory body, administrative agency or governmental body having jurisdiction over the Transferor or Trust I, as the case may be, or (C) any term or provision of any indenture or other agreement or instrument known to such counsel to which the Transferor or Trust I is a party or by which either of them or any of their properties are bound (provided that the opinion provided pursuant to this paragraph may exclude the indemnification and contribution provisions of the Underwriting Agreements);

(iv) the Receivables constitute “general intangibles” as defined in the Uniform Commercial Code in effect in the State of Delaware and the Commonwealth of Pennsylvania;

(v) Uniform Commercial Code financing statements with respect to the Investor Interest in the Receivables and the proceeds thereof have been filed in the offices of the Secretary of State of the State of Delaware and the Secretary of State of the Commonwealth of Pennsylvania. No other filings or other actions, with respect to the Trustee’s interest in the Receivables transferred and to be transferred by the Transferor to the Trust, are necessary to perfect the interest of the Trustee in the Receivables, and the proceeds thereof, against third parties, except that appropriate continuation statements must be filed at five-year intervals;

(vi) in the event that a court were to conclude that the assignment of the Receivables, all documents and instruments relating thereto and all proceeds thereof to the Trustee pursuant to the Pooling and Servicing Agreement was not a sale, the Pooling and Servicing Agreement, together with the filing of the financing statements referred to in paragraph (v) above, create a first priority perfected security interest in the Receivables transferred and to be transferred by the Transferor to the Trust, all documents and instruments relating thereto and all proceeds thereof, prior to any security interests which may be perfected under Delaware or Pennsylvania law by the filing of financing statements (in rendering such opinion counsel may take such exceptions as are appropriate and reasonably acceptable under the circumstances);

(vii) except as otherwise disclosed in the Prospectus (and any supplements thereto) or the Registration Statement, there is no pending, or to the best knowledge of such counsel threatened, action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to the Notes, Trust I, the Master Collateral Certificate, the Specified Agreements or any of the transactions contemplated therein or with respect to the Transferor that, taking into account the likelihood of the outcome, the damages or other relief sought and other relevant factors, would have a material adverse effect on the holders of the Offered Notes or upon the ability of the Transferor to perform its obligations under the Specified Agreements; and any statements included in the Registration Statement and the Prospectus (and any amendments or supplements thereto) describing (A) legal proceedings relating to the Transferor and (B) the Receivables in each case fairly summarize the matters therein described;

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(viii) such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (and any amendments or supplements thereto as of the Closing Date) includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than, in both cases, financial and statistical information contained or required to be contained therein as to which such counsel need express no belief) (such belief may be limited to the sections of the Prospectus under the headings “Prospectus Summary—Transaction Parties—Transferor” and “—Seller of the Receivables,” and “Transaction Parties—Transferor,” “Seller of the Receivables” and “Originators and Servicers,” “Business of the Originators,” and “The Trust I Receivables” and the parallel sections of the Registration Statement); and;

(ix) no approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation by the Transferor, the Issuer or Trust I of the transactions contemplated in or the performance of any of its duties and obligations under the Specified Agreements, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction inside the United States in connection with the purchase and distribution of the Offered Notes by the Underwriters and such as may be required under insurance premium finance or similar laws.

In rendering such opinion counsel may rely as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of the Issuer, Trust I, the Transferor and public officials. References to the Prospectus in this opinion shall include any supplements thereto.

(2) The favorable opinion of McKee Nelson LLP, counsel for the Underwriters and special counsel to Seller and the Transferor, dated the Closing Date and to the effect that:

(i) the Master Collateral Certificate, when executed, authenticated and delivered as specified in the Pooling and Servicing Agreement will be duly and validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement; and the Notes, when executed, authenticated and delivered as specified in the Indenture and delivered against payment of the consideration specified herein, will be duly and validly issued and outstanding and entitled to the benefits of the Indenture;

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(ii) each of the First Tier Receivables Purchase Agreement and the Second Tier Receivables Purchase Agreement constitutes the legal, valid and binding agreement of each of the Originators, the Seller and the Transferor, respectively, enforceable in accordance with its terms, subject (a) to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights in general (as they may be applied in the context of the insolvency of a national banking association, in the case of the Seller) and court decisions with respect thereto, (b) to the understanding that no opinion is expressed as to the application of equitable principles in any proceeding, whether at law or in equity, and (c) to limitations of public policy under applicable securities laws as to rights of indemnity and contribution thereunder;

(iii) the Pooling and Servicing Agreement constitutes the legal, valid and binding agreement of the Transferor, enforceable in accordance with its terms, subject (a) to the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights in general and court decisions with respect thereto, (b) to the understanding that no opinion is expressed as to the application of equitable principles in any proceeding, whether at law or in equity, and (c) to limitations of public policy under applicable securities laws as to rights of indemnity and contribution thereunder;

(iv) the Registration Statement has become effective under the Securities Act and, to the best of their knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations.

(v) Such counsel has participated in conferences with representatives of the Seller, the Transferor, the Originators and the Representative, at which the contents of the Registration Statement, the Prospectus and related matters were discussed and, although such counsel is not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except to the extent set forth in paragraph (ix) below), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Seller, the Transferor and the Originators), no facts have come to such counsel’s attention which would lead such counsel to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein no misleading or that the Prospectus, on the date hereof, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than, in the case of both the Registration Statement and the

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Prospectus, the financial statements and other financial and statistical information contained therein or incorporated by reference therein, as to which, in each case, no view shall be expressed);

(vi) Each of the Notes, the First Tier Receivables Purchase Agreement, the Second Tier Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Master Collateral Certificate and the Indenture conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus;

(vii) None of the Seller, the Issuer or Trust I is an “investment company” within the meaning of the Investment Company Act;

(viii) the statements in the Registration Statement under the heading “U.S. Federal Income Tax Consequences” and “ERISA Considerations” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects;

(ix) the Receivables constitute “general intangibles” as defined in the Uniform Commercial Code in the State of New York;

(x) (A) the Notes will properly be treated as indebtedness for federal income tax purposes and (B) the Trust will not be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes; and

(xi) such other opinions as the Rating Agencies may require.

In rendering such opinion, McKee Nelson LLP may rely on the opinions of (A) Richards, Layton & Finger, P.A., counsel for the Transferor, (B) Reed Smith LLP, counsel to Seller and the Originators, and (C) internal counsel to each of the Seller, the Transferor and the Originators, as to the matters dealt with in such opinions.

(3) The favorable opinion of Reed Smith LLP, counsel to Seller, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, and substantially to the effect that:

(i) the Receivables constitute “general intangibles” as defined in the Uniform Commercial Code in effect in the Commonwealth of Pennsylvania;

(ii) Uniform Commercial Code financing statements with respect to the Investor Interest in the Receivables and the proceeds thereof have been filed in the office of the Secretary of State of the Commonwealth of Pennsylvania. No other filings or other actions, with respect to the Transferor’s interest in the Receivables transferred and to be transferred by Seller to the Transferor, are necessary to perfect the interest of the Transferor in the Receivables, and the proceeds thereof, against third parties, except that appropriate continuation statements must be filed at five-year intervals; and

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(iii) in the event that a court were to conclude that the assignment of the Receivables, all documents and instruments relating thereto and all proceeds thereof to the Transferor pursuant to the Second Tier Receivables Purchase Agreement was not a sale, the Second Tier Receivables Purchase Agreement, together with the filing of the financing statements referred to in paragraph (ii) above, create a first priority perfected security interest in the Receivables transferred and to be transferred by Seller to the Transferor, all documents and instruments relating thereto and all proceeds thereof, prior to any security interests which may be perfected under Pennsylvania law by the filing of financing statements (in rendering such opinion counsel may take such exceptions as are appropriate and reasonably acceptable under the circumstances).

(4) The favorable opinion or opinions of internal counsel of each of the Originators and/or of Reed Smith LLP, counsel to Originators, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, and in the aggregate substantially to the effect that:

(i) each of the Originators has been duly organized and licensed as a corporation and is validly existing and in good standing under the laws of New York and California, respectively, is duly qualified to do business and is in good standing under the laws of each jurisdiction where it conducts its business other than where the failure to be so qualified would not have a material adverse effect on Originator’s business, and has full corporate power and authority to own its properties, to conduct its business as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under the Specified Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby;

(ii) each of the Specified Agreements to which it is a party has been duly authorized, executed and delivered by each Originator, as the case may be;

(iii) neither the execution and delivery of the Specified Agreements to which it is a party, nor the consummation of any of the transactions contemplated herein or therein, nor the fulfillment of the terms of the Specified Agreements, will conflict with or violate, result in a material breach of or constitute a default under (A) any Requirements of Law applicable to either of the Originators or any statute or regulation currently applicable, (B) any term or provision of any order known to such counsel to be currently applicable to either of the Originators of any court, regulatory body, administrative agency or governmental body having jurisdiction over either of the Originators, as the case may be, or (C) any term or provision of any indenture or other agreement or instrument known to such counsel to which either of the Originators is a party or by which either of them or any of their properties are bound;

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(iv) except as otherwise disclosed in the Prospectus (and any supplements thereto) or the Registration Statement, there is no pending, or to the best knowledge of such counsel threatened, action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to the Specified Agreements to which the Originators are a party or any of the transactions contemplated herein or therein or with respect to the Originators that would have a material adverse effect on the Notes, the Issuer or Trust I or upon the ability of either of the Originators to perform its obligations under the Specified Agreements; and the statements included in the Registration Statement and the Prospectus (and any supplements thereto) describing (A) legal proceedings relating to the Originators and (B) the insurance premium finance loan agreements, regulation of premium finance companies and state insurance guaranty funds in each case fairly summarize the matters therein described;

(v) such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (and any supplements thereto as of the Closing Date) includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than, in both cases, financial and statistical information contained or required to be contained therein as to which such counsel need express no belief) (such belief may be limited to the sections of the Prospectus under the headings “Prospectus Summary—Transaction Parties—Originators and Servicers” (as to Servicers only), “—Trust I Assets,” and “—Receivables,” “Risk Factors—Regulation of insurance premium finance lending could delay or reduce payments to you,” and “—The sums provided by insurance guaranty funds could be limited and might result in delayed or reduced payments to you,” “Business of the Originators,” and “The Trust I Receivables”);

(vi) no approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation or performance by the Originators of the transactions contemplated by, or performance of their respective obligations under any of the Specified Agreements, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction inside the United States in connection with the purchase and distribution of the Offered Notes by the Underwriters and such filings or other approvals (specified in such opinion) as have been made or obtained;

(vii) such counsel has been advised of the Originators’ standard operating procedures relating to the Originators’ acquisition of a perfected first priority security interest in the unearned premiums securing the obligations of the borrowers under insurance premium finance agreements originated by Originators in the ordinary course of the Originators’ business. Assuming that the Originators’ standard operating procedures are followed with respect to the

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perfection of security interests in the unearned premiums relating to the Receivables (such counsel having no reason to believe that the Originators have not or will not continue to follow their standard operating procedures in connection with the perfection of security interests in unearned premiums), each Originator has acquired or will acquire a perfected first priority security interest in the unearned premiums relating to the Receivables; and

(viii) each of the Originators, the Seller, the Transferor, the Issuer and Trust I has either obtained all licenses required to be obtained, or is exempt from such licensing requirements, with respect to its respective ownership of the Receivables, and the performance by the Servicer of its obligations under the Pooling and Servicing Agreement.

In rendering such opinion counsel may rely as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of the Issuer, Trust I, the Transferor, the Seller and public officials. References to the Prospectus in this opinion shall include any supplements thereto.

(5) The favorable opinion or opinions of internal counsel of the Seller, and/or Reed Smith LLP, counsel to the Seller, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, and in the aggregate substantially to the effect that:

(i) the Seller has been duly organized and licensed as a national banking association and is validly existing and in good standing under the laws of the United States of America, is duly qualified to do business and is in good standing under the laws of each jurisdiction where it conducts its business other than where the failure to be so qualified would not have a material adverse effect on the Seller’s business, and has full corporate power and authority to own its properties, to conduct its business as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under the Specified Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby;

(ii) each of the Specified Agreements to which it is a party has been duly authorized, executed and delivered by the Seller;

(iii) neither the execution and delivery of the Specified Agreements to which it is a party, nor the consummation of any of the transactions contemplated herein or therein, nor the fulfillment of the terms of the Specified Agreements, will conflict with or violate, result in a material breach of or constitute a default under (A) any Requirements of Law applicable to the Seller or any statute or regulation currently applicable, (B) any term or provision of any order known to such counsel to be currently applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller, or (C) any term or provision of any indenture or other agreement or instrument known to such counsel to which the Seller is a party or by which it or any of its properties are bound;

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(iv) except as otherwise disclosed in the Prospectus (and any supplements thereto) or the Registration Statement, there is no pending, or to the best knowledge of such counsel threatened, action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to the Specified Agreements to which the Seller is a party or any of the transactions contemplated herein or therein or with respect to the Seller which would have a material adverse effect on the Notes or the Trust or upon the ability of the Seller to perform its obligations under the Specified Agreements; and the statements included in the Registration Statement and the Prospectus (and any supplements thereto) describing (A) legal proceedings relating to the Seller and (B) the Receivables in each case fairly summarize the matters therein described;

(v) such counsel has no reason to believe that at the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (and any supplements thereto as of the Closing Date) includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than, in both cases, financial and statistical information contained or required to be contained therein as to which such counsel need express no belief); and

(vi) no approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation or performance by the Seller, the Transferor, the Issuer, the Indenture Trustee, the Trustee or Trust I of the transactions contemplated by, or performance of their respective obligations under, any of the Specified Agreements, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction inside the United States in connection with the purchase and distribution of the Offered Notes by the Underwriters and such filings or other approvals (specified in such opinion) as have been made or obtained.

In rendering such opinion counsel may rely as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of the Trust, the Transferor, the Seller and public officials. References to the Prospectus in this opinion shall include any supplements thereto.

(6) The favorable opinion or opinions of internal counsel of Back-up Servicer, Latham & Watkins LLP and/or of Lathrop & Gage, L.C., counsel to Back-up Servicer, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, and in the aggregate substantially to the effect that:

(i) Each of PFSI and PFSIC has been duly organized and licensed as a corporation and is validly existing and in good standing under the laws of its incorporation, is duly qualified to do business and is in good standing under the laws of its incorporation and has full corporate power and authority to enter into and perform its obligations under the Pooling and Servicing Agreement, and to consummate the transactions contemplated thereby;

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(ii) each of the Specified Agreements as to which it is a party to have been duly authorized, executed and delivered by the Back-up Servicer;

(iii) the execution of the Pooling and Servicing Agreement does not, and the performance by the Back-up Servicer of its obligations as a successor Servicer will not, conflict with or violate, result in a material breach of or constitute a default under (A) any Requirements of Law applicable to Back-up Servicer, (B) any term or provision of any order known to such counsel to be currently applicable to Back-up Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over Back-up Servicer, as the case may be, or (C) any term or provision of any indenture or other agreement or instrument known to such counsel to which Back-up Servicer is a party or by which any of the Back-up Servicer’s properties are bound;

(iv) assuming the laws of the State of New York are the same as the laws of the State of Missouri with respect to PFSI, and California with respect to PFSIC, the Pooling and Servicing Agreement constitutes the legal, valid and binding obligation of PFSI and PFSIC, respectively, enforceable in accordance with its respective terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and

(v) no approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation or performance by the Back-up Servicer of the transactions contemplated by, or performance of its obligations under, the Pooling and Servicing Agreement (including the performance of the Back-up Servicer of the obligations of the Servicer under the Pooling and Servicing Agreement), except such as have been made or obtained (as specified in such opinion).

(7) Reliance letters relating to each opinion rendered to the Indenture Trustee or any Rating Agency by Reed Smith, Richards, Layton & Finger, P.A. or any other counsel to the Transferor in connection with the rating of the Notes.

21

(8) The favorable opinion of internal counsel to Wells Fargo Bank, National Association (“Wells Fargo”) as Trustee and Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel to the effect that:

(i) Wells Fargo has been duly incorporated and is validly existing as a corporation in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under the Specified Agreements to which it is a party and to issue the Notes and the Master Collateral Certificate;

(ii) each of the Specified Agreements to which it is a party has been duly authorized, executed and delivered by Wells Fargo;

(iii) assuming the laws of the State of Minnesota are the same as the laws of the State of New York, the Specified Agreements to which it is a party constitute the legal, valid and binding obligation of Wells Fargo, enforceable in accordance with their respective terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general (as they may be applied in the context of a national banking association) and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(iv) the Notes and the Master Collateral Certificates have been duly executed, authenticated and delivered by Wells Fargo as Indenture Trustee and Trustee, respectively;

(v) neither the execution and delivery by Wells Fargo of the Specified Agreements to which it is a party nor the consummation of any of the transactions by Wells Fargo contemplated thereby required the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of Wells Fargo; and

(vi) the execution and delivery of the Specified Agreements to which it is a party by Wells Fargo and the performance by the Trustee of their respective terms do not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of Minnesota governing trust powers of Wells Fargo, (B) the Articles of Association or By-Laws of Wells Fargo, or (C) to the best of their knowledge, any indenture, lease, or other material agreement to which Wells Fargo is a party or to which its assets are subject.

22

(9) The favorable opinion of Richards, Layton & Finger, P.A., counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representative and its counsel to the effect that:

(i) the Owner Trustee has been duly incorporated and is validly existing as a corporation in good standing under the laws of the United States of America with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under the Specified Agreements to which it is a party;

(ii) each of the Specified Agreements to which it is a party has been duly authorized, executed and delivered by the Owner Trustee;

(iii) the Specified Agreements to which it is a party constitute the legal, valid and binding obligation of the Owner Trustee, enforceable in accordance with their respective terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general (as they may be applied in the context of a national banking association) and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(iv) neither the execution and delivery by the Owner Trustee of the Specified Agreements to which it is a party nor the consummation of any of the transactions by the Owner Trustee contemplated thereby required the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of the Owner Trustee; and

(v) the execution and delivery of the Specified Agreements to which it is a party by the Trustee and the performance by the Owner Trustee of their respective terms do not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of Delaware governing trust powers of the Trustee, (B) the Articles of Association or By-Laws of the Trustee, or (C) to the best of their knowledge, any indenture, lease, or other material agreement to which the Trustee is a party or to which its assets are subject.

(e) The Representative shall have received a certificate dated the Closing Date of the President, any Vice President, the Treasurer or any Assistant Treasurer, of each of the Seller and the Issuer in which such officer shall state that the representations and warranties of the Seller and the Issuer, as applicable, in this Agreement are true and correct, and that the Seller or the Issuer, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order

23

suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and subsequent to the date of the most recent financial statements of the Seller delivered to the Representative hereunder, there has been no material adverse change in the condition, financial or otherwise, whether or not arising from transactions in the ordinary course of business, of the Seller or the Transferor except as set forth in or contemplated by the Registration Statement and the Prospectus.

(f) The Representative shall have received a certificate dated the Closing Date of the President, any Vice President, the Treasurer or any Assistant Treasurer, of each of the Originators in which such officer shall state that the representations and warranties of each of the Originators in Specified Agreements to which it is a party are true and correct, and that each of the Originators has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.

(g) The Class A Notes shall be rated [“Aaa”] by Moody’s and [“AAA”] by Standard & Poor’s, the Class B Notes shall be rated at least [“A2”] by Moody’s and [“A”] by Standard & Poor’s, and the Class C Notes shall be rated at least [“Baa2”] by Moody’s and [“BBB”] by Standard & Poor’s.

(h) The Representative shall have received evidence satisfactory to it and its counsel that, on or before the Closing Date, UCC-1 financing statements have been filed in the offices of the Secretary of State of the State of New York, the office of the Secretary of State of the State of California, the office of the Secretary of State of the Commonwealth of Pennsylvania, and the office of the Secretary of State of the State of Delaware reflecting the interest of the Seller and/or the Transferor (as each has been assigned to or granted to Trust I), as the case may be, in the Receivables and the proceeds thereof.

(i) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Issuer, Trust I, any Originator or the Transferor the effect of which, in any case referred to above, is, in the judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Offered Notes as contemplated by the Registration Statement and the Prospectus (and any supplements thereto).

(j) Each of the representations and warranties of the Originators, the Servicer, the Back-up Servicer, the Seller, the Transferor and the Issuer contained in the Specified Agreements are true and correct as of the Closing Date.

The Transferor will provide or cause to be provided to the Underwriters such conformed copies of such opinions, certificates, letters and documents as the Underwriters may reasonably request.

Section 7. Indemnification and Contribution. (a) The Seller and the Issuer shall jointly and severally indemnify and hold harmless each Underwriter and each Person who controls any Underwriter within the meaning of the Securities Act against any losses, claims, damages or

24

liabilities, joint or several, to which the Underwriters or any of them may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of the Securities Act for any actual legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Seller and the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriter Information furnished to the Seller and the Issuer by any Underwriter through the Representative specifically for use therein.

(b) Each Underwriter, severally, but not jointly, agrees to indemnify and hold harmless the Seller and the Issuer against any losses, claims, damages or liabilities to which Seller and the Issuer may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriter Information relating to such Underwriter furnished to the Seller and the Issuer by such Underwriter through the Representative specifically for use therein, and will reimburse any actual legal or other expenses reasonably incurred by Seller and the Transferor in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action or the assertion by a third party of a claim, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party except and to the extent of any prejudice to such indemnifying party arising from such failure to provide such notice. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party

25

under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action. Notwithstanding the foregoing, in the event that the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by Seller and the Transferor on the one hand and the Underwriters on the other from the offering of the Offered Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Seller and the Transferor on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by Seller and the Transferor on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Offered Notes (before deducting expenses) received by the Transferor bear to the total underwriting discounts and commissions received by the Underwriters (the “Spread”). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Seller and the Transferor or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this subsection (d), no Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the Spread with respect to the Offered Notes purchased by such Underwriter under this Agreement, less the aggregate amount of any damages that such Underwriter has otherwise been required to pay in respect of the same or any substantially similar claim, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute hereunder are several in proportion to their respective underwriting obligations, and not joint, and contributions among Underwriters shall be governed by the provisions of the Citigroup Global Markets Inc. Master Agreement Among Underwriters.

26

(e) The obligations of the Seller and the Issuer under this Section shall be in addition to any liability that the Seller or the Issuer may otherwise have and shall extend, upon the same terms and conditions, to each Person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of any Underwriter under this Section shall be in addition to any liability that such Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each director of the Seller or the Issuer, to each officer of the Seller or the Issuer who signed the Registration Statement and to each Person, if any, who controls the Seller or Issuer within the meaning of the Securities Act.

Section 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Issuer or its officers and of the Underwriters set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer or any of their respective representatives, officers or directors or any controlling Person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 5(g) hereof and the respective obligations of Seller, the Transferor and the Underwriters pursuant to Section 7 hereof shall remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6^© hereof, the Seller will reimburse the Underwriters for all actual out-of-pocket expenses (including fees and disbursements of counsel to the extent previously agreed) reasonably incurred by them in connection with the offering of the Offered Notes.

Section 9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Notes set forth opposite their names in Schedule I hereto bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Offered Notes set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes, and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability to any non-defaulting Underwriter, the Trust, the Seller or the Issuer. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to Seller, the Issuer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

27

Section 10. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to them c/o Citigroup Global Markets Inc., 390 Greenwich Street, 6^th Floor, New York, New York 10013, Attention: Asset-Backed Securities; or if sent to the Seller, will be mailed, delivered or telegraphed and confirmed to it at Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, Pennsylvania 15258, Attention: Corporate Secretarial Services Department; or if sent to the Issuer will be mailed, delivered or telegraphed and confirmed to it c/o Chase Manhattan Bank USA, National Association, 1201 North Market Street, Wilmington, Delaware, 19801 Attention: Corporate Trust Administration.

Section 11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling Persons referred to in Section 7 hereof, and no other Person will have any right or obligation hereunder.

Section 12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

Section 13. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 14. Miscellaneous. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 15. Representative. The Representative will act for the several Underwriters in connection with this Agreement and the transactions contemplated hereby and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

Section 16. Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Issuer, a Delaware statutory trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Owner Trustee, the Beneficiary or the Administrator of the Issuer (each as defined in the Trust Agreement) but is made and intended for the purpose for binding only the Issuer and (iii) under no circumstances shall the Owner Trustee, the Beneficiary or the

28

Administrator of the Issuer be personally liable in such capacity for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related document.

(b) It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wells Fargo Bank, National Association, not individually or personally but solely as Trustee of Trust I under the Pooling and Servicing Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) nothing herein contained shall be construed as creating any liability on Wells Fargo Bank, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (iii) under no circumstances shall Wells Fargo Bank, National Association be personally liable for the payment of any indebtedness or expenses of Trust I or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by any party under this Agreement or any other agreement relating hereto.

Section 17. No Petition. The Underwriters and the Seller each hereby covenants and agrees that none of them shall institute against the Issuer or Trust I, or join in any institution against the Issuer or Trust I of, any bankruptcy, reorganization, arrangement, receivership, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Offered Notes or this Agreement.

29

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us one of the counterparts duplicate hereof, whereupon it will become a binding agreement between Seller, the Issuer and the several Underwriters in accordance with its terms.

Very truly yours,
MELLON BANK, N.A., as Seller
By:
	Name:
	Title:
MELLON BANK PFL MASTER NOTE TRUST, as Issuer
By:	CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee and not in its individual capacity
By:
	Name:
	Title:
MELLON PREMIUM FINANCE LOAN OWNER TRUST, as Transferor
By:	MELLON BANK, N.A., as Depositor of the Transferor
By:
	Name:
	Title:

MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST, as Trust I
By:	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By:
	Name:
	Title:

2

The foregoing Underwriting Agreement is hereby confirmed and accepted, as of the date first above written:
CITIGROUP GLOBAL MARKETS, INC., as Representative
By:
	Name:
	Title:
For itself and the other Underwriters named in Schedule I to the foregoing Underwriting Agreement.

SCHEDULE I

	Principal Amount of Offered Notes
Mellon Financial Markets, LLC	$	[	]
Citigroup Global Markets Inc.	$	[	]

EX-4.2

Exhibit 4.2

MELLON PREMIUM FINANCE LOAN OWNER TRUST

Transferor

AFCO CREDIT CORPORATION

Servicer

AFCO ACCEPTANCE CORPORATION

Servicer

PREMIUM FINANCING SPECIALISTS, INC.

Back-up Servicer

PREMIUM FINANCING SPECIALISTS OF CALIFORNIA, INC.

Back-up Servicer

And

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee

on behalf of the Series 2004-MC Holders

SERIES 2004-MC SUPPLEMENT

Dated as of June [    ], 2004

To

AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT

Dated as of June 15, 2001

MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST

Series 2004-MC

TABLE OF CONTENTS

		Page
SECTION 1.	Designation	1
SECTION 2.	Definitions	1
SECTION 3.	Servicing Compensation.	9
SECTION 4	Delivery of the Series 2004-MC Certificate	9
SECTION 5.	Article IV of the Agreement	10
SECTION 6.	Article V of the Agreement	17
SECTION 7.	Series 2004-MC Pay Out Events	17
SECTION 8.	Series 2004-MC Termination	19
SECTION 9.	Application of Proceeds of Issuance of Series 2004-MC	19
SECTION 10.	Counterparts	19
SECTION 11.	Governing Law	19
SECTION 12.	Additional Notices	19
SECTION 13.	Additional Representations and Warranties of Servicer	19
SECTION 14.	No Petition	20
SECTION 15.	Amendments	20
SECTION 16.	No Liability of Owner Trustee	20
SECTION 17.	Treatment of Noteholders	21
SECTION 18.	Transfer of the Series 2004-MC Certificate	21
SECTION 19.	Certain Commercial Law Representations and Warranties	21

-i-

EXHIBITS

EXHIBIT A	Form of Certificate
EXHIBIT B	Form of Monthly Payment Instructions and Notification to Trustee
EXHIBIT C	Form of Monthly Series 2004-[    ] Holders’ Statement

-ii-

SERIES 2004-MC SUPPLEMENT, dated as of June [    ], 2004 (this “Series Supplement”), by and among MELLON PREMIUM FINANCE LOAN OWNER TRUST, a Delaware business trust, as Transferor, AFCO CREDIT CORPORATION, a New York corporation, as Servicer, AFCO ACCEPTANCE CORPORATION, a California corporation, as Servicer, PREMIUM FINANCING SPECIALISTS, INC., a Missouri corporation, as Back-up Servicer, PREMIUM FINANCING SPECIALISTS OF CALIFORNIA, INC., a California corporation, as Back-up Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wells Fargo Bank Minnesota, National Association), a national banking association, as Trustee under the Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the “Agreement”), by and among each Servicer, each Back-up Servicer, the Transferor and the Trustee, as amended by Amendment No. 1 thereto, dated [            ].

Section 6.9 of the Agreement provides, among other things, that the Transferor and the Trustee may at any time and from time to time enter into a supplement to the Agreement for the purpose of authorizing the delivery by the Trustee to the Transferor for the execution and redelivery to the Trustee for authentication of one or more Series of Certificates.

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

SECTION 1. Designation. (a) There is hereby created a Series consisting of an Investor Certificate to be issued pursuant to the Agreement and this Series Supplement and to be known as the “Series 2004-MC Certificate.” Such Investor Certificate shall be issued in one Class and shall be designated the Asset Backed Certificate, Series 2004-MC (the “Series 2004-MC Certificate”). The Series 2004-MC Certificate shall be issued as one definitive certificate substantially in the form of Exhibit A hereto.

(b) Series 2004-MC shall be included in Group One (as defined below). Series 2004-MC shall not be subordinated to any other Series.

(c) Except as expressly provided herein, the provisions of Section 2.6 of the Agreement shall not apply to cause the Series 2004-MC Certificate to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Transferor intends and, together with the Series 2004-MC Certificateholders, agrees to treat the Series 2004-MC Certificate for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

(d) This Series Supplement is the Series 2004-MC Supplement referred to in the Amended and Restated Trust Agreement of the Mellon Bank PFL Master Note Trust dated as of March 1, 2004, between Mellon Premium Finance Loan Owner Trust as depositor, Mellon Bank, National Association, as administrator, and Chase Manhattan Bank USA, National Association, as owner trustee.

SECTION 2. Definitions. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Agreement, the terms and provisions of this Series Supplement shall govern. References to any Article or Section are references to Articles or Sections of the Agreement, except as otherwise expressly provided. All

capitalized terms not otherwise defined herein are defined in the Agreement, and the interpretive provisions set out in Section 1.2 of the Agreement apply to this Series Supplement. Each capitalized term defined herein relates only to the Certificate and no other Series of Certificates issued by the Trust.

“Adjusted Outstanding Dollar Principal Amount” has the meaning specified in the Indenture.

“Aggregate Targeted Interest Deposit Amount” means the sum of the Targeted Interest Deposit Amounts (as such term is defined in each of the related Indenture Supplements) for each outstanding series of Notes.

“Available Funds” means, with respect to any Monthly Period, an amount equal to the sum of (i) Collections of Finance Charge Receivables allocated to the Series 2004-MC Certificate and deposited in the Finance Charge Account for such Monthly Period (or to be deposited in the Finance Charge Account on the related Transfer Date with respect to the preceding Monthly Period pursuant to the third paragraph of Section 4.3(a) of the Agreement), plus (ii) Principal Account Investment Proceeds to be treated as Available Funds for such Monthly Period pursuant to Section 4.2(e) of the Agreement as amended by Section 5(a) of this Series Supplement, plus (iii) Finance Charge Account Investment Proceeds to be treated as Available Funds for such Monthly Period pursuant to Section 4.2(e) of the Agreement as amended by Section 5(a) of this Supplement, plus (iv) the amount of Excess Finance Charge Receivables with respect to Group One that are allocated to Series 2004-MC in accordance with Section 4.9(b).

“Available Investor Principal Collections” means, for any Monthly Period, an amount equal to (a) the Investor Principal Collections for such Monthly Period plus (b) the amount of Shared Principal Collections with respect to Group One that are allocated to Series 2004-MC in accordance with Section 4.9(b).

“Base Rate” has, with respect to any series of Notes, the meaning specified in the related Indenture Supplement.

“Beginning of Month Principal Receivables” means, with respect to the Receivables and any Monthly Period, an amount equal to the Aggregate Receivables as of the first day of such Monthly Period (or, in the case of the Monthly Period commencing [            ], as of the Closing Date) minus Finance Change Receivables as of such date.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, Minneapolis, Minnesota or Pittsburgh, Pennsylvania are authorized or obligated by law or executive order to be closed.

“Certificate Representative” means (a) if there is one Holder of the Series 2004-MC Certificate, such Holder or the designee of such Holder, and (b) if there is more than one Holder of the Series 2004-MC Certificate, the designee of the Holders of a majority of the outstanding principal Balance of the Series 2004-MC Certificate.

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“Closing Date” means [            ], 2004.

“Cumulative Series Interest Shortfall” means the sum of the Series Interest Shortfalls (as such term is defined in each of the related Supplements) for each Series in Group One.

“Cumulative Series Principal Shortfall” means the sum of the Series Principal Shortfalls (as such term is defined in each of the related Supplements) for each Series in Group One.

“Distribution Date” means [            ], 2004 and the fifteenth day of each calendar month thereafter, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

“Excess Aggregate Tier 3 Insurer Concentration Amount” means, as of any date of determination, Aggregate Receivables relating to the financing of the insurance premiums of Tier 3 Insurers in excess of 30% of Aggregate Receivables as of that date of determination.

“Excess Aggregate Tier 4 Insurer Concentration Amount” means, as of any date of determination, Aggregate Receivables relating to the financing of the insurance premiums of Tier 4 Insurers in excess of 5% of Aggregate Receivables as of that date of determination.

“Excess Finance Charge Collections” means, as the context requires, either (a) the amount allocated to the Series 2004-MC Certificate that may be applied to the Series Finance Charge Shortfall with respect to other outstanding Series in Group One or (b) the amounts allocated to the investor certificates of other Series in Group One that the applicable Supplements for such Series specify are to be treated as “Excess Finance Charge Collections” and that may be applied to cover the Series Finance Charge Shortfall with respect to the Series 2004-MC Certificate.

“Excess Insurer Concentration Amount” means, as of any date of determination, an amount equal to the sum of (i) with respect to Lloyd’s of London, if Lloyd’s of London has a financial strength or corporate debt rating from Standard and Poor’s of at least A-, the amount by which aggregate receivables relating to the financing of insurance premiums of Lloyd’s of London, as a percentage of aggregate receivables, exceeds 15%, or if such ratings of Lloyd’s of London are below such levels, 5%; (ii) with respect to American International Group, Inc. and its Affiliates and subsidiaries, if American International Group, Inc., has a financial strength rating, or if not available, a corporate debt rating, from Standard and Poor’s of at least AA- and a financial strength rating, or if not available, corporate debt rating, from Moody’s of at least Aa3, the amount by which aggregate receivables relating to the financing of insurance premiums of American International Group, Inc. and its Affiliates and subsidiaries, as a percentage of aggregate receivables, exceeds 35%, or if such ratings of American International Group, Inc., are below such levels, as determined pursuant to the applicable following clause; (iii) with respect to each Tier 1 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of such Tier 1 Insurer, as a percentage of aggregate

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receivables, exceeds 20%; (iv) with respect to each Tier 2 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of such Tier 2 Insurer, as a percentage of aggregate receivables, exceeds 10%; (v) with respect to each Tier 3 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of such Tier 3 Insurer, as a percentage of aggregate receivables, exceeds 5% of aggregate receivables; (vi) with respect to each Tier 4 Insurer, the amount by which aggregate receivables relating to the financing of insurance premiums of such Tier 4 Insurer, as a percentage of aggregate receivables, exceeds 3% of aggregate receivables; for the avoidance of doubt, if more than one clause (i)-(vi) above is applicable with respect to an insurer, the portion of the Excess Insurer Concentration Amount with respect to such insurer shall be determined pursuant to the first applicable clause, in such order as set forth above; provided, however, that notwithstanding anything to the contrary contained in Section 13.1 of the Agreement, the percentages herein may be increased at any time by the Servicer, and the Transferor with the consent of any Credit Enhancement Provider, but without the consent of the Holders, if the Rating Agency Condition has been satisfied with respect to such increase.

“Fixed Investor Percentage” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the Principal Allocation Amount as of the close of business on the last day of the preceding Monthly Period, and the denominator of which is the greater of (a) the aggregate amount of Beginning of Month Principal Receivables for such Monthly Period and (b) the sum of the numerators used to calculate the Investor Percentages (as such term is defined in the Agreement) for allocations with respect to Principal Receivables for all outstanding Series for such Monthly Period; provided that with respect to any Monthly Period in which a Reset Date occurs, the denominator determined pursuant to clause (a) shall be (i) the aggregate amount of Beginning of Month Principal Receivables for such Monthly Period for the period from and including the first day of such Monthly Period to but excluding the Reset Date and (ii) the aggregate amount of Principal Receivables in the Trust as of the beginning of the day on the Reset Date (after adjusting for the aggregate amount of Principal Receivables added to or removed from the Trust on the Reset Date, if applicable), for the period from and including the Reset Date to and including the last day of such Monthly Period.

“Floating Allocation Investor Interest” means, on any date of determination during any Monthly Period, an amount equal to the aggregate Available Funds Allocation Amount (as defined in the Indenture) for all series of Notes.

“Floating Investor Percentage” means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the aggregate Nominal Liquidation Amount for all Notes issued by the Issuer as of the close of business on the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the Initial Notes) and the denominator of which is the greater of (a) the aggregate amount of Beginning of Month Principal Receivables for the related Monthly Period, and (b) the sum of the numerators used to calculate the Investor Percentages (as such term is defined in the Agreement) for allocations with respect to Finance Charge Receivables or, Default Amounts, as applicable, for all outstanding Series on such date of determination; provided that with respect to any Monthly Period in which a Reset Date occurs, the denominator determined pursuant to clause (a) shall be (i) the aggregate amount of Principal Receivables in the Trust as of the beginning of the day on the Reset Date for the

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period from and including the first day of such Monthly Period (or in the case of the first Monthly Period, the Closing Date) to but excluding the Reset Date and (ii) the aggregate amount of Principal Receivables in the Trust as of the beginning of the day on the Reset Date (after adjusting for the aggregate amount of Principal Receivables added to or removed from the Trust on the Reset Date, if applicable), for the period from and including the Reset Date to and including the last day of such Monthly Period.

“Group One” means Series 2004-MC and each other Series specified in the related Supplement to be included in Group One.

“Indenture” means the Indenture, dated as of June [    ], 2004, between Mellon Bank PFL Master Note Trust, as Issuer, and Wells Fargo Bank, National Association, as Indenture trustee, as amended and supplemented from time to time.

“Indenture Supplement” has the meaning specified in the Indenture.

“Initial Investor Interest” shall mean, when used in the Agreement, this Series Supplement or any other Supplement with respect to Series 2004-MC and with respect to any Monthly Period, the Initial Dollar Principal Amount (as defined in the Indenture) of any Outstanding series or class of Notes.

“Initial Notes” means the Mellon Bank PFL Master Note Trust Asset-Backed Notes, Series 2004-1, Class A, Class B, Class C and Class D.

“Investor Default Amount” means, for any Monthly Period, an amount equal to the product of (a) the Default Amount and (b) the Floating Investor Percentage, in each case for such Monthly Period.

“Investor Interest” means, on any date of determination, an amount equal to the sum of the Nominal Liquidation Amounts for each class of Notes Outstanding as of such date of determination.

“Investor Monthly Interest” has the meaning specified in the Indenture.

“Investor Percentage” means, for any Monthly Period, (a) with respect to Finance Charge Receivables, Finance Charge Collections and Default Amounts at any time, the Floating Investor Percentage and (b) with respect to Principal Receivables and Principal Collections, the Fixed Investor Percentage.

“Investor Principal Collections” means, with respect to any Monthly Period, the sum of (a) the aggregate amount deposited or required to be deposited (before giving effect to any permitted netting) into the Principal Account for such Monthly Period pursuant to Section 4.7(a)(ii) or 4.7(b)(ii), in each case, as applicable to such Monthly Period and (b) the aggregate amount of Unallocated Principal Collections deposited or required to be deposited on the related Transfer Date (before giving effect to any permitted netting) into the Principal Account pursuant to Section 4.7(c).

“Investor Servicing Fee” is defined in Section 3 of this Series Supplement.

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“Investor Trustee Fee” means, for any Transfer Date, the product of the Floating Investor Percentage for the related Monthly Period and the Trustee Fee for such Transfer Date.

“Issuer” means the Mellon Bank PFL Master Note Trust, a Delaware statutory trust.

“Legal Maturity Date” has, with respect to any class of Notes, the meaning specified in the Indenture.

“Mellon Bank” means Mellon Bank, N.A., a national banking association.

“Minimum Aggregate Principal Receivables” means, as of any date of determination, an amount equal to the sum of the numerators used to calculate the Investor Percentage with respect to the allocation of Principal Collections for each Series outstanding on such date; provided, however, that if the series supplement for any series of Notes designated to be a Paired Series (as such term is defined in the Indenture) so provides, the Nominal Liquidation Amount for such series of Notes shall not be included in the calculation of Principal Collections for so long as such series of Notes remains paired with another series of Notes.

“Minimum Transferor Interest” means as of any date of determination, an amount equal to [3]% of the sum of (a) the aggregate amount of Principal Receivables as of such date of determination plus (b) the amount on deposit in the Excess Funding Account on the date of determination[; plus (c) the amount on deposit in the Principal Funding Account]; provided, however, that the percentage used to determine the Minimum Transferor Interest shall not be less than the percentage used to determine the Minimum Transferor Interest for any other outstanding Series.

“Monthly Interest Period” means, with respect to any Distribution Date, the period from and including the immediately preceding Distribution Date (or, in the case of the first Monthly Interest Period, the Closing Date) to but excluding such Distribution Date.

“Monthly Payment Rate” means, in respect of any Monthly Period, a fraction (expressed as a percentage), the numerator of which shall equal the aggregate Collections received by the Servicer during such Monthly Period and the denominator of which shall equal the aggregate amount of Principal Receivables as of the close of business on the fifteenth day of such Monthly Period (or, if such day is not a Business Day, the immediately succeeding Business Day).

“Monthly Period” is defined in the Agreement, except that, with respect to Principal Collections, the first Monthly Period for the Investor Certificates begins on and includes the Closing Date and ends on and includes [            ], 2004.

“Monthly Principal Target” means, with respect to each Monthly Period, an amount equal to the aggregate Targeted Principal Deposit Amounts (as defined in the Indenture) for all Series of Notes for such Monthly Period.

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“Net Portfolio Yield” has, with respect to any series of Notes, the meaning specified in the related Indenture Supplement.

“Nominal Liquidation Amount” has, with respect to any series of Notes, the meaning specified in the Indenture.

“Note” has the meaning specified in the Indenture.

“Noteholder” has the meaning specified in the Indenture.

“Pay Out Commencement Date” means the date on which a Trust Pay Out Event is deemed to occur pursuant to Section 9.1 of the Agreement or a Series 2004-MC Pay Out Event is deemed to occur pursuant to Section 7 of this Series Supplement.

“Principal Account” is defined in Section 4.10(a).

“Principal Account Investment Proceeds” means, with respect to each Transfer Date, the investment earnings on deposits of Collections of Principal Receivables for the related Monthly Period in the Principal Account (net of investment expenses and losses) for the period from and including the first day of the related Monthly Period to but excluding such Transfer Date.

“Principal Allocation Amount” means, on any date during any month for any class or Series (exclusive of (x) any Notes within such class or Series which will be paid in full during such month and (y) any Notes which will have a Nominal Liquidation Amount of zero during such month), an amount equal to the sum of (a) for any class or Series in a note accumulation period, the sum of the Nominal Liquidation Amounts for such Notes as of the close of business on the day prior to the commencement of the most recent note accumulation period for such Notes, and (b) for all other Notes, the sum of the Nominal Liquidation Amounts for such notes as of the close of business on the last day of the immediately preceding month (or, with respect to the first month for any such Notes, the initial dollar principal amount of such Notes).

“Principal Funding Account” has, with respect to any series of Notes, the meaning specified in the related Indenture Supplement.

“Rapid Amortization Period” means the period commencing on the Pay Out Commencement Date and ending on the Series 2004-MC Termination Date.

“Rating Agency” means, so long as any series of Notes is rated by Moody’s, Moody’s, so long as any series of Notes is rated by Standard & Poor’s, Standard & Poor’s and, so long as any series of Notes is rated by Fitch, Fitch.

“Rating Agency Condition” means the notification in writing by each Rating Agency to the Transferor, the Servicer and the Trustee that an action will not result in any Rating Agency reducing or withdrawing its then existing rating of the Investor Certificates (as defined in the Agreement) of any outstanding Series or class of a Series with respect to which it is a Rating Agency.

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“Remaining Trustee Fee” for any Transfer Date, an amount equal to any portion of the Investor Trustee Fee not paid out of Available Funds.

“Reset Date” means (a) any date on which Receivables are removed from the Trust pursuant to Section 2.6 of the Agreement or any date on which, if any Series has been paid in full, Principal Receivables in an aggregate amount approximately equal to the Initial Investor Interest of such Series are removed from the Trust or (b) any date on which there is an increase in the Investor Interest under any Variable Interest issued by the Trust.

“Revolving Period” means the period from and including the Closing Date, to but not including the Pay Out Commencement Date.

“Series 2004-MC” means the Series of the Mellon Bank Premium Finance Loan Master Trust represented by the Series 2004-MC Certificates.

“Series 2004-MC Holders” means the holders of record of the Series 2004-MC Certificate.

“Series 2004-MC Monthly Principal Payment” means, with respect to any Monthly Period, an amount equal to the aggregate Monthly Principal Payments (as defined in the Indenture) for each Series of Notes for such Monthly Period.

“Series 2004-MC Pay Out Event” is defined in Section 7 of this Series Supplement.

“Series 2004-MC Termination Date” means the earlier to occur of (a) the date designated by the Transferor following the last Legal Maturity Date of any series or class of Notes, and (b) the Trust Termination Date.

“Series Interest Shortfall” means, with respect to any Transfer Date, the excess, if any, of the sum of the Aggregate Targeted Interest Deposit Amount for all outstanding series of Notes for the related Monthly Period over the sum of the Excess Available Funds (as defined in the Indenture) for all outstanding series of Notes for the related Monthly Period.

“Series Principal Shortfall” means, with respect to any Transfer Date, the excess, if any, of the sum of the Principal Shortfalls (as defined in the Indenture) for all series of Notes for the related Monthly Period over the sum of the Principal Excesses (as defined in the Indenture) for all series of Notes for the related Monthly Period.

“Series Servicing Fee Percentage” means 0.50%.

“Shared Principal Collections” means, as the context requires, either (a) the amount allocated to the Series 2004-MC Certificate that may be applied to the Series Principal Shortfall with respect to other outstanding Series in Group One or (b) the amounts allocated to the investor certificates of other Series in Group One that the applicable Supplements for such Series specify are to be treated as “Shared Principal Collections” and that may be applied to cover the Series Principal Shortfall with respect to the Series 2004-MC Certificate.

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“Split Rating Determination Methodology” means, for purposes of determining whether an insurance carrier is a Tier 1 Insurer, a Tier 2 Insurer, a Tier 3 Insurer or a Tier 4 Insurer, in the event that (i) an insurance carrier has a split rating from Moody’s and Standard & Poor’s, such insurance carrier will be considered to have a single rating equal to the lower of the two ratings and (ii) in the event that an insurance carrier (other than Lloyd’s of London) is rated by one but not both rating agencies, that rating will be reduced by one full rating category.

“Tier 3 Insurer” means, as of any date of determination (applying, if applicable, the Split Rating Determination Methodology), (i) an insurance carrier (that is not a foreign carrier, except for Lloyd’s of London) that has a then current (a) claims-paying ability rating, if available, or otherwise unsecured rating, of below investment grade (investment grade being a rating in one of the top four generic rating categories, irrespective of any plus or minus) from Standard & Poor’s and/or (b) insurance financial strength rating, if available, or otherwise unsecured rating, of below investment grade (investment grade being a rating in one of the top four generic rating categories, irrespective of any plus or minus) by Moody’s or (ii) an insurance carrier (that is not a foreign carrier, except for Lloyd’s of London) that has been rated by neither Standard & Poor’s nor Moody’s.

“Tier 4 Insurer” means, as of any date of determination, a foreign insurance carrier (other than Lloyd’s of London) that would otherwise be a Tier 3 Insurer.

“Trustee Fee” means an amount equal to one twelfth of the Trustee’s annual fee of $[            ], plus additional expenses of the Trustee, not to exceed $[            ] per annum.

“Unallocated Principal Collections” is defined in Section 4.7(c).

“Weighted Average Floating Allocation Investor Interest” means, with respect to any Monthly Period, the sum of the Floating Allocation Investor Interests as of the close of business on each day during such Monthly Period divided by the actual number of days in such Monthly Period.

SECTION 3. Servicing Compensation. The share of the Servicing Fee allocable to the Series 2004-MC Certificate with respect to any Transfer Date (the “Investor Servicing Fee”) shall be equal to one-twelfth of the product of (i) the Series Servicing Fee Percentage and (ii) the Weighted Average Floating Allocation as of the last day of the Monthly Period preceding such Transfer Date; provided that, with respect to the first Transfer Date, the Investor Servicing Fee shall equal $[            ]. Except as specifically provided above, the Servicing Fee shall be paid by the cash flows from the Trust allocated to the Transferor or the certificateholders of other Series (as provided in the related Supplements) and in no event shall the Trust, the Trustee or the Series 2004-MC Holders be liable therefor.

SECTION 4. Delivery of the Series 2004-MC Certificate.

(a) The Transferor shall execute and deliver the Series 2004-MC Certificate to the Trustee for authentication in accordance with Section 6.1 of the Agreement. The Trustee shall deliver shall Certificate when authenticated in accordance with Section 6.2 of the Agreement.

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(b) The Series 2004-MC Certificate shall be delivered as a Registered Certificate as provided in Section 6.1 of the Agreement.

(c) The Series 2004-MC Certificate shall constitute a “security” within the meaning of (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that presently or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

(d) When issued and sold in accordance with the terms of the Agreement, including when duly executed and authenticated by the Trustee in accordance with the terms of the Agreement and when issued and delivered against payment therefore, the Series 2004-MC Certificate will be duly and validly issued and outstanding, fully paid, non-assessable, and entitled to the benefits of the Agreement.

SECTION 5. Article IV of the Agreement.

(a) Notwithstanding any provision of the Agreement or this Series Supplement to the contrary, Section 4.2(e) of the Agreement shall be amended to provide that on each Transfer Date the Trustee, at the Servicer’s direction given on or before such Transfer Date, shall (i) treat as Available Funds in accordance with Section 4.6(a) Series 2004-MC’s pro rata portion of Finance Charge Account Investment Proceeds with respect to such Transfer Date based on the ratio of the aggregate amount on deposit in the Finance Charge Account with respect to Series 2004-MC for the related Monthly Period at the commencement of such Transfer Date to the aggregate amount on deposit in the Finance Charge Account for the related Monthly Period at the commencement of such Transfer Date and (ii) treat as Available Funds in accordance with Section 4.6(a) Series 2004-MC’s pro rata portion of Principal Account Investment Proceeds with respect to such Transfer Date based on the ratio of the aggregate amount on deposit in the Principal Account with respect to Series 2004-MC at the commencement of such Transfer Date to the aggregate amount on deposit in the Principal Account at the commencement of such Transfer Date.

(b) Sections 4.1 through 4.5 shall read in their entirety as provided in the Agreement. Article IV (except for Sections 4.1 through 4.5 thereof) shall be read in its entirety as follows and shall be applicable only to the Investor Certificates:

ARTICLE IV

RIGHTS OF HOLDERS AND ALLOCATION AND

APPLICATION OF COLLECTIONS

SECTION 4.6 Rights of Series 2004-MC Certificateholders. The Series 2004-MC Certificate shall represent undivided interests in the Trust, consisting of the right to receive, to the extent necessary to make the required payments with respect to the Series 2004-MC Certificate at the times and in the amounts specified in this Agreement, (a) the Floating Investor Percentage and Fixed Investor Percentage (as applicable from time to time) of Collections

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received with respect to the Receivables and (b) funds on deposit in the Collection Account, the Excess Funding Account, the Finance Charge Account, the Principal Account and the Distribution Account. The Transferor shall not have any interest in the Collection Account, the Excess Funding Account, the Finance Charge Account, the Principal Account or the Distribution Account, except as specifically provided in this Article IV.

SECTION 4.7 Allocations.

(a) Allocations During the Revolving Period. During the Revolving Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Series 2004-MC Certificateholders and pay or deposit from the Collection Account the following amounts as set forth below (subject to Section 4.3):

(i) Allocate to the Series 2004-MC Certificateholders and deposit into the Finance Charge Account an amount equal to the product of (A) the Floating Investor Percentage on the Date of Processing of such Collections and (B) the Finance Charge Collections on such Date of Processing, to be applied in accordance with Section 4.8.

(ii) Allocate to the Series 2004-MC Certificateholders and deposit into the Principal Account an amount equal to the product of (1) the Fixed Investor Percentage on the Date of Processing of such Collections and (2) the aggregate amount of Principal Collections on such Date of Processing.

(b) Allocations During the Rapid Amortization Period. During the Rapid Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Series 2004-MC Certificateholders or the Transferor and pay or deposit from the Collection Account the following amounts as set forth below (subject to Section 4.3):

(i) Deposit into the Finance Charge Account an amount equal to the product of (A the Floating Investor Percentage on the Date of Processing of such Collections and (B) the aggregate amount of Collections processed in respect of Finance Charge Receivables on such Date of Processing, to be applied in accordance with Section 4.8.

(ii) (A) Deposit into the Principal Account an amount equal to the product of (1) the Fixed Investor Percentage on the Date of Processing of such Collections and (2) the aggregate amount of Principal Collections on such Date of Processing, provided that the aggregate amount deposited into the Principal Account pursuant to this Section 4.7(b)(ii)(A) shall not exceed the Investor Interest as of the close of business on the last day of the prior Monthly Period (after taking into account any payments to be made on the Distribution Date relating to such prior Monthly Period and deposits and any adjustments to be made to the Investor Interest to be made on the Transfer Date relating to such Monthly Period), and (B) pay to the Transferor an amount equal to the excess, if any, identified in the proviso to clause (A) above, provided that the amount to be paid to the Transferor pursuant

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to this Section 4.7(b)(ii)(B) with respect to any Date of Processing shall be paid to the Transferor only to the extent that the Transferor Interest on such Date of Processing is greater than zero (after giving effect to the inclusion in the Trust of all Receivables transferred to the Trust on or prior to such Date of Processing and the application of payments referred to in Section 4.3(b)) and otherwise shall be deposited into the Excess Funding Account in accordance with Section 4.7(c).

(c) Excess Funding Account. Any Principal Collections not allocated and paid to the Transferor because of the limitation contained in Section 4.7(b)(ii)(B) and any amounts allocable to the Investor Certificates deposited in the Principal Account pursuant to Section 2.4(d)(iii) of the Agreement (“Unallocated Principal Collections”) shall be held in the Excess Funding Account and, prior to the commencement of the Rapid Amortization Period shall be paid to the Transferor when, and only to the extent that, the Transferor Interest is greater than zero. For each Transfer Date with respect to the Rapid Amortization Period, any such Unallocated Principal Collections held in the Excess Funding, Account on such Transfer Date shall be included in the Investor Principal Collections which, to the extent available, shall be distributed as Available Investor Principal Collections to be applied pursuant to Section 4.8 on such Transfer Date.

With respect to the Investor Certificates, and notwithstanding anything in the Agreement or this Series Supplement to the contrary, if at any time the Servicer is required to make daily deposits from the Collection Account into the Finance Charge Account or the Principal Account pursuant to Sections 4.7(a) and 4.7(b) with respect to any Monthly Period:

(i) on or after the related Determination Date, the Servicer may withdraw from the Finance Charge Account and the Principal Account any portion of the principal balance held in each such account in excess of the aggregate amount that will be required to be distributed to Series 2004-MC Certificateholders or distributed in accordance with the Indenture (directly or after deposit into the Distribution Account) on the related Distribution Date and transfer such funds to the Transferor (except that any such excess amount held in the Principal Account and any portion of such excess amount held in the Finance Charge Account that would have been treated as a portion of Investor Principal Collections on the related Transfer Date shall be transferred to the Transferor only to the extent that the Transferor Interest on the date of transfer is greater than zero (after giving effect to the inclusion in the Trust of all Receivables transferred to the Trust on or prior to such date and the application of payments referred to in Section 4.3(b)) and otherwise shall be deposited into the Excess Funding Account in accordance with the first paragraph of this Section 4.7(c); and

(ii) on any date, the Servicer may withdraw from the Collection Account, the Finance Charge Account or the Principal Account any amounts inadvertently deposited in such account that should not have been so deposited.

SECTION 4.8 Monthly Payments. On or before the second Business Day prior to each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw, and the Trustee, acting in accordance with such instructions, shall withdraw on such Transfer Date or the related Distribution Date, as

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applicable, to the extent of available funds, the amounts required to be withdrawn from the Finance Charge Account and the Principal Account as follows:

(a) An amount equal to the Available Funds for the related Monthly Period shall be distributed or deposited on each Transfer Date, to the extent available, in the following priority:

(i) an amount equal to the Investor Trustee Fee shall be distributed to the Trustee;

(ii) an amount equal to the lesser of (A) the Available Funds for such Transfer Date and (B) an amount equal to the Aggregate Targeted Interest Deposit Amount for the related Monthly Period shall be paid on each Transfer Date to the Series 2004-MC Certificateholders in accordance with Section 5.1;

(iii) an amount equal to the lesser of (A) the product of (1) a fraction, the numerator of which is equal to the Available Funds remaining after the application specified in Section 4.8(a)(ii) and the denominator of which is equal to the sum of the Available Funds available for sharing as specified in the related Series Supplement for each Series in Group One and (2) the Cumulative Series Interest Shortfall and (B) such remaining Available Funds, shall remain in the Finance Charge Account to be treated as Excess Finance Charge Collections and applied to Series in Group One other than this Series 2004-MC; and

(iv) the balance, if any, shall be distributed to the Series 2004-MC Certificateholders in accordance with Section 5.1.

(b) During the Revolving Period, an amount equal to the Available Investor Principal Collections for the related Monthly Period shall be distributed on each Transfer Date, to the extent available, in the following priority:

(i) an amount equal to the lesser of (A) the Available Investor Principal Collections for such Transfer Date and (B) an amount equal to the Series 2004-MC Monthly Principal Payment for the related Monthly Period shall be paid on each Transfer Date to the Series 2004-MC Certificateholders in accordance with Section 5.1;

(ii) an amount equal to the lesser of (A) the product of (1) a fraction, the numerator of which is equal to the Available Investor Principal Collections remaining after the application specified in Section 4.8(b)(i) and the denominator of which is equal to the sum of the Available Investor Principal Collections available for sharing as specified in the related Series Supplement for each Series in Group One and (2) the Cumulative Series Principal Shortfall and (B) such remaining Available Investor Principal Collections, shall remain in the Principal Account to be treated as Shared Principal Collections and applied to Series in Group One other than this Series 2004-MC; and

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(iii) an amount equal to the excess, if any, of (A) the Available Investor Principal Collections for such Transfer Date over (B) the applications specified in Sections 4.8(b)(i) and (ii) above shall be paid to the Transferor, provided that the amount to be paid to the Transferor pursuant to this Section 4.8(b)(iii) with respect to such Transfer Date shall be paid to the Transferor only to the extent that the Transferor Interest on such Transfer Date is greater than zero (after giving effect to the inclusion in the Trust of all Receivables transferred to the Trust on or prior to such Transfer Date and the application of payments referred to in Section 4.3(b)) and otherwise shall be deposited into the Excess Funding Account in accordance with Section 4.7(c).

(c) During the Rapid Amortization Period, an amount equal to the Available Investor Principal Collections for the related Monthly Period shall be distributed on each Transfer Date, to the extent available, in the following priority:

(i) an amount equal to the Investor Interest shall be paid on each to the Series 2004-MC Certificateholders in accordance with Section 5.1; and

(ii) an amount equal to the excess, if any, of (A) the Available Investor Principal Collections over (B) the applications specified in Section 4.8(c)(i) shall be paid to the Transferor, provided that the amount to be paid to the Transferor pursuant to this Section 4.8(c)(ii) with respect to such Transfer Date shall be paid to the Transferor only to the extent that the Transferor Interest on such Transfer Date is greater than zero (after giving effect to the inclusion in the Trust of all Receivables transferred to the Trust on or prior to such Transfer Date and the application of payments referred to in Section 4.3(b)) and otherwise shall be deposited into the Excess Funding Account in accordance with Section 4.7(c).

SECTION 4.9 Shared Principal Collections and Excess Finance Charge Collections. (a) The portion of Shared Principal Collections on deposit in the Principal Account equal to the amount of Shared Principal Collections allocable to Series 2004-MC on any Transfer Date shall be applied as Available Investor Principal Collections pursuant to Section 4.8 and pursuant to such Section 4.8 shall be paid on such Transfer Date to the Certificate Representative. The portion of Excess Finance Charge Collections on deposit in the Finance Charge Account equal to the amount of Excess Finance Charge Collections allocable to Series 2004-MC on any Transfer Date shall be applied as Available Funds pursuant to Section 4.8 and pursuant to such Section 4.8 shall be paid on such Transfer Date to the Certificate Representative.

(d) Shared Principal Collections allocable to Series 2004-MC with respect to any Transfer Date means an amount equal to the Series Principal Shortfall, if any, with respect to Series 2004-MC for such Transfer Date, provided that if the aggregate amount of Shared Principal Collections for all Series for such Transfer Date is less than the Cumulative Series Principal Shortfall for such Transfer Date, then Shared Principal Collections allocable to Series 2004-MC on such Transfer Date shall equal the product of (i) Shared Principal Collections for all Series for such Transfer Date and (ii) a fraction, the numerator of which is the Series Principal Shortfall with respect to Series 2004-MC for such Transfer Date and the denominator of which is

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the aggregate amount of Cumulative Series Principal Shortfall for all Series for such Transfer Date. Excess Finance Charge Collections allocable to Series 2004-MC with respect to any Transfer Date means an amount equal to the Series Interest Shortfall, if any, with respect to Series 2004-MC for such Transfer Date, provided that if the aggregate amount of Excess Finance Charge Collections for all Series for such Transfer Date is less than the Cumulative Series Interest Shortfall for such Transfer Date, then Excess Finance Charge Collections allocable to Series 2004-MC on such Transfer Date shall equal the product of (i) Excess Finance Charge Collections for all Series for such Transfer Date and (ii) a fraction, the numerator of which is the Series Interest Shortfall with respect to Series 2004-MC for such Transfer Date and the denominator of which is the aggregate amount of Cumulative Series Interest Shortfall for all Series for such Transfer Date.

(c) Solely for the purpose of determining the amount of Available Investor Principal Collections to be treated as Shared Principal Collections and Available Funds to be treated as Excess Finance Charge Collections on any Transfer Date allocable to other Series in Group One, on each Determination Date, the Servicer shall determine the amount of Shared Principal Collections and Excess Finance Charge Collections with respect to Series 2004-MC as of such Determination Date for the following Transfer Date.

SECTION 4.10 Principal Account. (a) The Trustee shall establish and maintain in the name of the Trust, on behalf of the Trust, for the benefit of the Investor Holders, a segregated trust account (the “Principal Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders, or establish and maintain the Principal Account with a Qualified Institution. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Account and in all proceeds thereof. The Principal Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Holders. If at any time a Qualified Institution holding the Principal Account ceases to be a Qualified Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Principal Account meeting the conditions specified above, and shall transfer any cash or any investments to such new Principal Account. The Trustee, at the direction of the Servicer, shall make withdrawals from the Principal Account from time to time in the amounts and for the purpose set forth in this Series Supplement).

(b) Funds on deposit in the Principal Account shall be invested pursuant to the written direction of the Servicer by the Trustee in Permitted Investments. The Trustee shall maintain for the benefit of the Investor Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity.

SECTION 4.11 Interest Funding Account. (a) The Trustee shall establish and maintain in the name of the Trust, on behalf of the Trust, for the benefit of the Investor Holders, a segregated trust account (the “Interest Funding Account”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Investor Holders, or establish and maintain the Interest Funding Account with a Qualified Institution. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Interest Funding Account and in all proceeds thereof. The Interest Funding Account shall be under the

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sole dominion and control of the Trustee for the benefit of the Investor Holders. If at any time a Qualified Institution holding the Interest Funding Account ceases to be a Qualified Institution, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Interest Funding Account meeting the conditions specified above, and shall transfer any cash or any investments to such Interest Funding Account. The Trustee, at the direction of the Servicer, shall make withdrawals from the Interest Funding Account and the relevant subaccount from time to time in the amounts and for the purposes set forth in this Series Supplement.

(b) Funds on deposit in the Interest Funding Account shall be invested by the Trustee in Permitted Investments only upon and in accordance with the written directions of the Servicer; provided, however, that in the absence of such written directions of the Servicer, the Trustee shall invest such funds in Permitted Investments set forth in clause (v) of the definition thereof. Funds on deposit in the Interest Funding Account on any Transfer Date, after giving effect to any withdrawals from the Interest Funding Account on such Transfer Date, shall be invested in such Permitted Investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Investor Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity.

(c) On each Distribution Date, the Servicer shall direct the Trustee in writing to withdraw from the Interest Funding Account and pay to the Transferor all interest and other investment income (net of losses and investment expenses) on funds on deposit in the Interest Funding Account.

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

SECTION 4.12 Transferor’s or Servicer’s Failure to Make a Deposit or Payment. If the Servicer or the Transferor fails to make, or give instructions to make, any payment or deposit (other than as required by Section 2.4(d) and (e) and 12.2(a) or Section 10.2 and 12.1) required to be made or given by the Servicer or the Transferor, respectively, at the time specified in the Agreement or this Series Supplement (including applicable grace periods), the Trustee shall make such payment or deposit from the applicable Investor Account without instruction from the Servicer or the Transferor. The Trustee shall be required to make any such payment, deposit, or withdrawal hereunder only to the extent that the Trustee has sufficient information to allow it to determine the amounts thereof; provided, however, that absent appropriate instructions from the Servicer or the Transferor, as applicable, the Trustee shall in all cases only be deemed to have sufficient information to determine the amount thereof. The Trustee shall, promptly following failure by either the Servicer or the Transferor to provide any such instructions within the time specified pursuant to the Agreement or this Series Supplement (including applicable grace periods), use its reasonable efforts to contact the Servicer or the Transferor, as applicable, to request receipt of any such instructions. The Servicer shall, upon request of the Trustee, promptly provide the Trustee with all information necessary to allow the Trustee to make such payment, deposit or withdrawal. Such funds or the proceeds of such withdrawal shall be applied by the Trustee in the manner in which such payment or deposit should have been made by the Transferor or the Servicer, as the case may be.

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SECTION 6. Article V of the Agreement. Article V of the Agreement shall read in its entirety as follows and shall be applicable only to the Series 2004-MC Certificateholders:

ARTICLE V

DISTRIBUTIONS AND REPORTS TO INVESTOR HOLDERS

SECTION 5.1 Distributions. (a) On each Payment Date, the Trustee shall distribute (in accordance with the certificate delivered on or before the related Transfer Date by the Servicer to the Trustee pursuant to Section 3.4(b)) to the Certificate Representative the aggregate amount payable to the Series 2004-MC Certificateholders pursuant to Section 4.08 to the account of the Certificate Representative, as specified in writing by the Certificate Representative, in immediately available funds.

SECTION 5.2 Monthly Series Certificateholders’ Statement. (a) On or before each Distribution Date, the Trustee shall forward to each Series 2004-MC Holder and each Rating Agency or, with the prior consent of any such party, make available electronically to such consenting party a statement substantially in the form of Exhibit C prepared by the Servicer and delivered to the Trustee; provided, however, that the Trustee shall have no obligation to provide such statement until it has received the requisite statement from the Servicer.

(b) The Trustee may make available to each Series 2004-MC Holder and each Rating Agency, via the Trustee’s Internet Website, the statements referred to in Section 5.2(a) hereof on or before the date such statement is required thereunder and, with the consent or at the direction of the Transferor, such other information regarding the Series 2004-MC Certificates and/or the Receivables as the Trustee may have in its possession; provided, however, that without the prior consent of such party, the availability of such website shall not release the Trustee from its obligation pursuant to Section 5.2(a) hereof to provide such information directly to such party. The Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Trustee’s Internet Website shall be initially located at “www.ctslink.com” or at such other address as shall be specified by the Trustee from time to time in writing to each Series 2004-MC Holder and each Rating Agency. In connection with providing access to the Trustee’s Internet Website, the Trustee may require registration and the acceptance of a disclaimer.

SECTION 7. Series 2004-MC Pay Out Events. If any one of the following events shall occur with respect to the Investor Certificates:

(a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of (A) the Agreement or (B) this Series Supplement, on or before the date occurring five days after the date such payment or deposit is required to be made herein or (ii) duly to observe or perform in any material respect any covenants or agreements of the

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Transferor set forth in the Agreement or this Series Supplement, which failure has a material adverse effect on the Series 2004-MC Holders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest, and continues to affect materially and adversely the interests of the Series 2004-MC Holders for such period;

(b) any representation or warranty made by the Transferor in the Agreement or this Series Supplement, or any information contained in a Receivables Schedule required to be delivered by the Transferor pursuant to Section 2.1, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest, and (ii) as a result of which the interests of the Series 2004-MC Holders are materially and adversely affected and continue to be materially and adversely affected for such period, provided that a Series 2004-MC Pay Out Event pursuant to this Section 7(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Agreement;

(c) during any 10 consecutive days (i) the average Transferor Interest is below the Minimum Transferor Interest for the same period or (ii) the sum of (x) Principal Receivables and (y) the principal amount on deposit in the Excess Funding Account is less than the Minimum Aggregate Principal Receivables for the same period;

(d) an Originator shall fail to convey Additional Receivables to Mellon Bank as required by the First Tier Receivables Purchase Agreement, Mellon Bank shall fail to convey Additional Receivables to the Transferor as required by the Second Tier Receivables Purchase Agreement or the Transferor shall fail to convey Additional Receivables to the Trust as required by Section 2.1(b);

(e) any Servicer Default shall occur that would have a material adverse effect on the Series 2004-MC Holders;

(f) the Monthly Payment Rate averaged for three consecutive Monthly Periods is less than 12%; or

(g) for a period of three consecutive Determination Dates, (i) there exists an Excess Obligor Concentration Amount, (ii) there exists an Excess Insurer Concentration Amount, (iii) there exists an Excess Aggregate Tier 4 Insurer Concentration Amount, (iv) there exists an Excess Aggregate Tier 3 Insurer Concentration Amount, (v) the Aggregate Top Tier 3 Insurer Percentage is greater than the Maximum Aggregate Top Tier 3 Insurer Percentage or (vi) the Aggregate Top Tier 2 Insurer Percentage is greater than the Maximum Top Tier 2 Insurer Percentage.

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then, in the case of any event described in Section 7(a), (b) or (e) hereof, after the applicable grace period, if any, set forth in such Sections, either the Trustee or Holders of Series 2004-MC Certificates evidencing Undivided Interests aggregating not less than 50% of the Investor Interest of this Series 2004-MC by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Holders) may declare that a pay out event (a “Series 2004-MC Pay Out Event”) has occurred as of the date of such notice, and in the case of any event described in Section 7(c), (d),(f) or (g) hereof, a Series 2004-MC Pay Out Event shall occur without any notice or other action on the part of the Trustee or the Investor Holders immediately upon the occurrence of such event. The Series 2004-MC Pay Out Events described in Section 7(g) may be amended by the Transferor, the Trustee and the Servicer at any time, but without the consent of the Holders if the Rating Agency Condition has been satisfied with respect to such amendment.

SECTION 8. Series 2004-MC Termination. The right of the Investor Holders to receive payments from the Trust will terminate on the first Business Day following the Series 2004-MC Termination Date.

SECTION 9. Application of Proceeds of Issuance of Series 2004-MC. On the Closing Date, the Trustee shall deposit the proceeds of the issuance of the Series 2004-MC Certificate into the Collection Account for application by the Trustee to the purchase of Additional Receivables pursuant to the Second Tier Receivables Purchase Agreement.

SECTION 10. Counterparts. This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 11. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 12. Additional Notices. The Transferor shall notify the Rating Agencies promptly after becoming aware of any Lien on any Receivable other than the conveyances under the Agreement. The Transferor shall notify the [Indenture Trustee] of any merger, consolidation, assumption or transfer referred to in Section 7.2.

SECTION 13. Additional Representations and Warranties of Servicer. AFCO Acceptance and AFCO Credit, as initial Servicer, hereby makes, and any Successor Servicer by its appointment under the Agreement shall make the following representations and warranties:

(a) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Servicer in connection with the execution and delivery of this Series Supplement by the Servicer and the performance of the transactions contemplated by this Series Supplement by the Servicer, have been duly obtained, effected or given and are in full force and effect.

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(b) Rescission or Cancellation. The Servicer shall not permit any rescission or cancellation of any Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority or in accordance with the normal operating procedures of the Servicer.

SECTION 14. No Petition. The Transferor (with respect to the Trust), the Servicer, the Back-up Servicer and the Trustee by entering into this Series Supplement, and each Series 2004-MC Holder by accepting a Series 2004-MC Certificate, hereby covenant and agree that they will not, for one year and one day following the Trust Termination Date, institute against the Trust or the Transferor, or join in any institution against the Trust or the Transferor of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Investor Holders, the Agreement or this Series Supplement.

SECTION 15. Amendments. Subject to Sections 7 and 17, this Series Supplement may be amended pursuant to Section 13.1 of the Agreement. This Series Supplement also may be amended by the Transferor without the consent of the Servicer, the Back-up Servicer, the Trustee or any Investor Holder if the Transferor provides the Trustee with: (i) an Opinion of Counsel to the effect that such amendment or modification (I) would (A) reduce the risk that the Trust would be treated as taxable as a publicly traded partnership pursuant to Internal Revenue Code section 7704 or (B) permit the Trust or a relevant portion thereof to be treated as a “financial asset securitization investment trust” and (C) in either case, (1) would not cause the Trust to be classified, for Federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation and (2) would not cause or constitute an event in which gain or loss would be recognized by any Investor Holder, and (II) complies with all requirements of the Agreement; and (ii) a certificate that such amendment or modification would not materially and adversely affect any Investor Holder, provided that no such amendment shall be deemed effective without the Trustee’s consent if the Trustee’s rights, duties and obligations hereunder are thereby modified. Promptly after the execution of any such amendment (other than an amendment pursuant to Section 13.1(a) of the Agreement), the Trustee shall furnish notification of the substance of such amendment to each Rating Agency. Notwithstanding anything to the contrary contained in this Section 15, the provisions of this Series Supplement that affect the rights or obligations of the Back-up Servicer may only be amended with the further written consent of the Back-up Servicer.

SECTION 16. No Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Series Supplement has been executed and delivered on behalf of the Transferor by Chase Manhattan Bank USA, National Association, not in its individual capacity, but solely as owner trustee of the Transferor, in the exercise of the powers and authority vested in it pursuant to the Trust Agreement, (ii) each of the representations, undertakings and agreements made herein by the Transferor is not made or intended as a personal representation, undertaking or agreement by Chase Manhattan Bank USA, National Association, but is made and intended for the purpose of binding only the Transferor and (iii) under no circumstances shall Chase Manhattan Bank USA, National Association be liable for the payment of any indebtedness or expenses of the Transferor or for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Transferor under this Series Supplement, the Agreement, any other Supplement or the Second Tier Receivables Purchase Agreement.

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SECTION 17. Treatment of Noteholders. For purposes of any provision of the Agreement or this Series Supplement requiring or permitting actions with the consent of, or at the direction of, Series 2004-MC Certificateholders holding a specified percentage of the aggregate unpaid principal amount of 2004-MC Certificates (a) each Noteholder shall be deemed to be a Series 2004-MC Certificateholder; (b) each Noteholder shall be deemed to be the Holder of an aggregate unpaid principal amount of the Series 2004-MC Certificate equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder’s Notes; (c) each series of Notes under the Indenture shall be deemed to be a separate Series of Investor Certificates and the Holder of a Note of such series will be deemed to be the Holder of an aggregate unpaid principal amount of such Series of Investor Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder’s Notes of such series; (d) each class of Notes under the Indenture shall be deemed to be a separate Class of Investor Certificates and the Holder of a Note of such class shall be deemed to be the Holder of an aggregate unpaid principal amount of such Class of Investor Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such Noteholder’s Notes of such Class and (e) any Notes owned by the Mellon Bank PFL Master Note Trust, the Transferor, the Servicer, any holder of the Transferor Interest or any Affiliate thereof shall be deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such consent or direction, only Notes that the Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Transferor, the Servicer, any holder of the 2004-MC Interest or any Affiliate thereof.

SECTION 18. Transfer of the Series 2004-MC Certificate. After the Closing Date, the Series 2004-MC Certificate may not be sold, participated, transferred, assigned, exchanged or otherwise pledged or conveyed in whole or in part except upon the prior delivery to the Master Trust Trustee and the Owner Trustee of a Master Trust Tax Opinion and an Issuer Tax Opinion (as defined in the Indenture), respectively, with respect thereto.

SECTION 19. Certain Commercial Law Representations and Warranties. The Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Agreement. Such representations and warranties speak of the date that the Receivables are transferred to the Trust, but shall not be waived by any of the parties to this Agreement unless each Rating Agency shall have notified the Transferor, the Servicer and the Owner Trustee in writing that such waiver will not result in a reduction or withdrawal of the rating of any outstanding Series or Class to which it is a Rating Agency.

(a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trust in the Receivables described in Section 2.1 of the Agreement, security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Transferor.

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(b) The Receivables constitute “accounts” within the meaning of the applicable UCC.

(c) At the time of its grant of any security interest in the Receivables pursuant to the Agreement, the Transferor owned and had good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person.

(d) The Transferor has caused or will have caused, within ten (10) days of the initial execution of the Agreement and each transfer of Additional Receivables, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Trust pursuant to the Agreement.

(e) Other than the security interest granted to the Trust pursuant to the Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Receivables. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of the Receivables other than any financing statement relating to the security interest granted to the Trust and the Indenture Trustee pursuant to the Agreement or the Indenture, as applicable, or that has been terminated. The Transferor is not aware of any judgment or tax lien filings against the Transferor.

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IN WITNESS WHEREOF, the Transferor, the Servicer, the Back-up Servicer and the Trustee have caused this Series 2004-MC Supplement to be duly executed by their respective officers as of the day and year first above written.

MELLON PREMIUM FINANCE LOAN OWNER TRUST, Transferor
By:	MELLON BANK, N.A., not in its individual capacity, but solely as administrator
By:
	Name:
	Title:
AFCO CREDIT CORPORATION, Servicer
By:
	Name:
	Title:
AFCO ACCEPTANCE CORPORATION, Servicer
By:
	Name:
	Title:
PREMIUM FINANCING SPECIALISTS, INC. Back-up Servicer
By:
	Name:
	Title:
PREMIUM FINANCING SPECIALISTS OF CALIFORNIA, INC., Back-up Servicer
By:
	Name:
	Title:

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WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
By:
	Name:
	Title:

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EX-4.3

Exhibit 4.3

MELLON BANK PFL MASTER NOTE TRUST

as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Indenture Trustee

INDENTURE

dated as of June [    ], 2004

TABLE OF CONTENTS

GRANTING CLAUSE

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.	Definitions	2
Section 1.02.	Compliance Certificates and Opinions	19
Section 1.03.	Form of Documents Delivered to Indenture Trustee	19
Section 1.04.	Acts of Noteholders.	20
Section 1.05.	Notices, etc., to Indenture Trustee and Issuer	21
Section 1.06.	Notices to Noteholders, Waiver.	21
Section 1.07.	Conflict with Trust Indenture Act	22
Section 1.08.	Effect of Headings and Table of Contents	22
Section 1.09.	Successors and Assigns	22
Section 1.10.	Separability	22
Section 1.11.	Benefits of Indenture	22
Section 1.12.	Governing Law	22
Section 1.13.	Counterparts	22
Section 1.14.	Indenture Referred to in the Trust Agreement	23
Section 1.15.	Legal Holidays	23
ARTICLE II
NOTE FORMS
Section 2.01.	Forms Generally	24
Section 2.02.	Forms of Notes	24
Section 2.03.	Form of Indenture Trustee’s Certificate of Authentication	24
Section 2.04.	Notes Issuable in the Form of a Global Note.	25
Section 2.05.	Temporary Global Notes and Permanent Global Notes.	27
Section 2.06.	Beneficial Ownership of Global Notes	28
Section 2.07.	Notices to Depository	29
ARTICLE III
THE NOTES
Section 3.01.	General Title; General Limitations; Issuable in Series; Terms of a Series or class.	30
Section 3.02.	Denominations	33
Section 3.03.	Execution, Authentication and Delivery and Dating.	33
Section 3.04.	Temporary Notes.	34
Section 3.05.	Registration, Transfer and Exchange.	34
Section 3.06.	Mutilated, Destroyed, Lost and Stolen Notes.	36
Section 3.07.	Payment of Interest; Interest Rights Preserved.	36

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Section 3.08.	Persons Deemed Owners	37
Section 3.09.	Cancellation	37
Section 3.10.	New Issuances of Notes.	37
Section 3.11.	Specification of Required Subordinated Amount and other Terms with Respect to each Class	39
Section 3.12.	Reallocation Groups	39
Section 3.13.	Excess Available Funds Sharing Groups	39
ARTICLE IV
ACCOUNTS AND INVESTMENTS
Section 4.01.	Collections	40
Section 4.02.	Accounts.	40
Section 4.03.	Investment of Funds in the Accounts.	40
	ARTICLE V
	ALLOCATIONS DEPOSITS AND PAYMENTS
Section 5.01.	Allocations of Available Funds	43
Section 5.02.	Allocations of Available Principal Amounts	43
Section 5.03.	Final Payment	43
Section 5.04.	Payments within a Series or Class	44
ARTICLE VI
SATISFACTION AND DISCHARGE
Section 6.01.	Satisfaction and Discharge of Indenture	45
Section 6.02.	Application of Trust Money	45
Section 6.03.	Cancellation of Notes Held by the Issuer or Transferor	45
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.01.	Events of Default	47
Section 7.02.	Acceleration of Maturity, Rescission and Annulment.	48
Section 7.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	49
Section 7.04.	Indenture Trustee May File Proofs of Claim	50
Section 7.05.	Indenture Trustee May Enforce Claims Without Possession of Notes	50
Section 7.06.	Application of Money Collected	51
Section 7.07.	Indenture Trustee May Elect to Hold the Collateral Certificate	51
Section 7.08.	Sale of Collateral Certificate for Accelerated Notes	51
Section 7.09.	Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee	52
Section 7.10.	Limitation on Suits	52

ii

Section 7.11.	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse	52
Section 7.12.	Restoration of Rights and Remedies	53
Section 7.13.	Rights and Remedies Cumulative	53
Section 7.14.	Delay or Omission Not Waiver	53
Section 7.15.	Control by Noteholders	53
Section 7.16.	Waiver of Past Defaults	54
Section 7.17.	Undertaking for Costs	54
Section 7.18.	Waiver of Stay or Extension Laws	54
ARTICLE VIII
THE INDENTURE TRUSTEE
Section 8.01.	Certain Duties and Responsibilities.	55
Section 8.02.	Notice of Defaults	56
Section 8.03.	Certain Rights of Indenture Trustee	56
Section 8.04.	Not Responsible for Recitals or Issuance of Notes	57
Section 8.05.	May Hold Notes	57
Section 8.06.	Money Held in Trust	57
Section 8.07.	Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity.	57
Section 8.08.	Disqualification; Conflicting Interests	58
Section 8.09.	Corporate Indenture Trustee Required; Eligibility	58
Section 8.10.	Resignation and Removal; Appointment of Successor.	59
Section 8.11.	Acceptance of Appointment by Successor	60
Section 8.12.	Merger, Conversion, Consolidation or Succession to Business	61
Section 8.13.	Preferential Collection of Claims Against Issuer	61
Section 8.14.	Appointment of Authenticating Agent	61
Section 8.15.	Tax Returns	63
Section 8.16.	Representations and Covenants of the Indenture Trustee	63
Section 8.17.	Custody of the Collateral	63
Section 8.18.	Indenture Trustee’s Application for Instructions from the Issuer	64
ARTICLE IX
NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND ADMINISTRATOR
Section 9.01.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	65
Section 9.02.	Preservation of Information; Communications to Noteholders.	65
Section 9.03.	Reports by Indenture Trustee.	66
Section 9.04.	Meetings of Noteholders; Amendments and Waivers.	67
Section 9.05.	Reports by Issuer to the Commission	68
Section 9.06.	Reports by Indenture Trustee	68
Section 9.07.	Monthly Noteholders’ Statement	68
Section 9.08.	Payment Instruction to Master Trust.	69

iii

ARTICLE X
INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND AMENDMENTS TO THE TRUST AGREEMENT
Section 10.01.	Supplemental Indentures Without Consent of Noteholders	70
Section 10.02.	Supplemental Indentures with Consent of Noteholders	71
Section 10.03.	Execution of Indenture Supplements	72
Section 10.04.	Effect of Indenture Supplements	73
Section 10.05.	Conformity with Trust Indenture Act	73
Section 10.06.	Reference in Notes to Indenture Supplements	73
Section 10.07.	Amendments to the Pooling and Servicing Agreement	73
Section 10.08.	Amendments to the Trust Agreement.	74
Section 10.09.	Notice	74
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER
Section 11.01.	Payment of Principal and Interest	76
Section 11.02.	Maintenance of Office or Agency	76
Section 11.03.	Money for Note Payments to be Held in Trust	76
Section 11.04.	Statement as to Compliance	78
Section 11.05.	Legal Existence	78
Section 11.06.	Further Instruments and Acts	78
Section 11.07.	Compliance with Laws	78
Section 11.08.	Notice of Events of Default	78
Section 11.09.	Certain Negative Covenants	78
Section 11.10.	No Other Business	79
Section 11.11.	No Borrowing	79
Section 11.12.	Rule 144A Information	79
Section 11.13.	Performance of Obligations; Servicing of Receivables.	79
Section 11.14.	Issuer May Consolidate, Etc., Only on Certain Terms.	80
Section 11.15.	Successor Substituted	82
Section 11.16.	Guarantees, Loans, Advances and Other Liabilities	82
Section 11.17.	Capital Expenditures	82
Section 11.18.	Restricted Payments	82
ARTICLE XII
EARLY REDEMPTION OF NOTES
Section 12.01.	Applicability of Article	84
Section 12.02.	Optional Repurchase	84
Section 12.03.	Notice	85

iv

ARTICLE XIII
COLLATERAL
Section 13.01.	Recording, Etc.	86
Section 13.02.	Trust Indenture Act Requirements	87
Section 13.03.	Suits To Protect the Collateral	87
Section 13.04.	Purchaser Protected	88
Section 13.05.	Powers Exercisable by Receiver or Indenture Trustee	88
Section 13.06.	Determinations Relating to Collateral	88
Section 13.07.	Release of Collateral.	88
Section 13.08.	Certain Actions by Indenture Trustee	89
Section 13.09.	Opinions as to Collateral.	89
Section 13.10.	Delegation of Duties	90
ARTICLE XIV
MISCELLANEOUS
Section 14.01.	No Petition	91
Section 14.02.	Trust Obligations	91
Section 14.03.	Limitations on Liability.	91
Section 14.04.	Tax Treatment	91
Section 14.05.	Actions Taken by the Issuer	92
Section 14.06.	Alternate Payment Provisions	92
Section 14.07.	Termination of Issuer	92
Section 14.08.	Final Distribution.	92
Section 14.09.	Termination Distributions	93
Section 14.10.	Derivative Counterpart as Third-Party Administrator	93

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	EXHIBITS
EXHIBIT A	[FORM OF] PAYMENT INSTRUCTIONS
EXHIBIT B	[FORM OF] MONTHLY NOTEHOLDERS’ STATEMENT
EXHIBIT C	[FORM OF] INVESTMENT LETTER
EXHIBIT D-1	[FORM OF] CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL NOTE
EXHIBIT D-2	[FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY [·] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS
EXHIBIT D-3	[FORM OF] CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER

vi

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE

ACT OF 1939 AND INDENTURE PROVISIONS*

Trust Indenture Act Section	Indenture Section
310(a)(1)	6.11
(a)(2)	6.11
(a)(3)	6.10
(a)(4)	Not Applicable
(a)(5)	6.11
(b)	6.08, 6.11
(c)	Not Applicable
311(a)	6.12
(b)	6.12
(c)	Not Applicable
312(a)	7.01, 7.02(a)
(b)	7.02(b)
(c)	7/02(c)
313(a)	7.04
(b)	7.04
(c)	7.03, 7.04
(d)	7.04
314(a)	3.09, 7.03(a)
(b)	3.06
(c)(1)	2.11, 8.09(c), 12.01(a)
(c)(2)	2.11, 8.09(c), 12.01(a)
(c)(3)	2.11, 8.09(c), 12.01(a)
(d)(1)	2.11, 8.09(c), 12.01(b)
(d)(2)	Not Applicable
(d)(3)	Not Applicable
(e)	12.01(a)
315(a)	6.01(b)
(b)	6.02
(c)	6.01(c)
(d)	6.01(d)
(d)(1)	6.01(d)
(d)(2)	6.01(d)
(d)(3)	6.01(d)
(e)	5.14
316(a)(1)(A)	5.12
316(a)(1)(B)	5.13
316(a)(2)	Not Applicable
316(b)	5.08
317(a)(1)	5.04
317(a)(2)	5.04(d)
317(b)	5.04(a)
318(a)	12.07

* This reconciliation and tie shall not, for any purpose be part of the within indenture.

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THIS INDENTURE between MELLON BANK PFL MASTER NOTE TRUST, a statutory business trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), is made and entered into as of June [    ], 2004.

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its notes to be issued in one or more fully registered series or classes.

All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

GRANTING CLAUSE

The Issuer hereby grants to the Indenture Trustee for the benefit and security of (a) the Noteholders, (b) each Derivative Counterparty to a Derivative Agreement entered into in connection with issuance of a class of Notes that expressly states that such Derivative Counterparty is entitled to the benefit of the Collateral, and (c) the Indenture Trustee, in its individual capacity (the “Secured Party”), a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to:

(i) the Collateral Certificate;

(ii) the Collection Account;

(iii) any Supplemental Account;

(iv) all sub-Accounts in the Collection Account or any Supplemental Account;

(v) all investment property, money and other property held in or through the Collection Account, any Supplemental Account or any sub-Account thereof;

(vi) all rights, benefits and powers under any Derivative Agreement relating to any class of Notes;

(vii) all rights of enforcement against any of the representations and warranties made by the Administrator pursuant to the Trust Agreement;

(viii) all present and future claims, demands, causes of and choses in action in respect of any of the foregoing and all interest, principal, payments and distributions of any nature or type on any of the foregoing;

(ix) all accounts, general intangibles, chattel paper, instruments, documents, goods, money, investment property, deposit accounts, certificates of deposit, letters of credit, letter-of-credit rights and advices of credit consisting of, arising from, or relating to any of the foregoing; and

(x) all proceeds of the foregoing.

The collateral described above is referred to as the “Collateral.” The Security Interest in the Collateral is granted to secure the Notes (and, to the extent specified in the applicable Indenture Supplement or Derivative Agreement, the obligations under any applicable Derivative Agreements) equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in this Indenture, or in the Indenture Supplement which establishes any class of Notes, and to secure (i) the payment of all amounts due on such Notes (and, to the extent so specified, the obligations under any applicable Derivative Agreements) in accordance with their terms, (ii) the payment of all other sums payable by the Issuer under this Indenture or any Indenture Supplement and (iii) compliance by the Issuer with the provisions of this Indenture or any Indenture Supplement. This Indenture is a security agreement within the meaning of the UCC.

The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the duties herein to the end that the interests of the Noteholders may be adequately and effectively protected.

Particular Notes and Derivative Agreements will benefit from the Security Interest to the extent (and only to the extent) proceeds of and distributions on the Collateral are allocated for their benefit pursuant to this Indenture and the applicable Indenture Supplement.

AGREEMENTS OF THE PARTIES

To set forth or to provide for the establishment of the terms and conditions upon which the Notes are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes or of a series or class thereof, as the case may be:

LIMITED RECOURSE

The obligation of the Issuer to make payments of principal, interest and other amounts on the Notes and to make payments on Derivative Agreements is limited in recourse as set forth in Section 7.11.

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions. For all purposes of this Indenture and of any Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

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(2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act or in the Series 2004-MC Supplement, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4) all references in this Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(5) “including” and words of similar import shall be deemed to be followed by “without limitation.”

“Accounts” means, collectively, the Collection Account and any Supplemental Account, in each case including any sub-Accounts therein.

“Act” when used with respect to any Noteholder, is defined in Section 1.04(a).

“action,” when used with respect to any Noteholder, is defined in Section 1.04(a).

“Adjusted Outstanding Dollar Principal Amount” means at any time with respect to any series or class of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such series or class at such time, less any funds on deposit in the Principal Funding Account or the related sub-Account, as applicable, for such series or class at such time.

“Administrator” means Mellon Bank, N.A. as administrator of the Mellon Premium Finance Loan Owner Trust.

“Adverse Effect” means, whenever used in this Indenture with respect to any series or class of Notes with respect to any action, that such action will (a) at the time of its occurrence or at any future date result in the occurrence of an Early Redemption Event or Event of Default relating to such series or class, as applicable, (b) adversely affect the amount of funds available to be distributed to the Noteholders of any such series or class pursuant to this Indenture or the timing of such distributions, or (c) adversely affect the security interest of the Indenture Trustee in the Collateral.

“AFCO Acceptance” means AFCO Acceptance Corporation, a California corporation.

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“AFCO Credit” means AFCO Credit Corporation, a New York corporation.

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

“Authenticating Agent” means any Person authorized by the Indenture Trustee to authenticate Notes under Section 8.14.

“Available Funds” (i) with respect to all series of Notes, means the amount of Available Funds (as defined in the Series 2004-MC Supplement) which are payable to the Issuer pursuant to Section 4.11(a) of the Pooling and Servicing Agreement as supplemented by the Series 2004-MC Supplement plus any amounts to be treated as Available Funds pursuant to Section 4.03(d) and (ii) with respect to any series of Notes, has the meaning specified in the related Indenture Supplement.

“Available Funds Allocation Amount” means, on any date of determination during any Monthly Period for any class or series of Notes (exclusive of (a) any Notes within such class or series that will be paid in full during such Monthly Period, and (b) any Notes that will have a Nominal Liquidation Amount of zero during such Monthly Period), an amount equal to the sum of (i) the Nominal Liquidation Amount for such class or series, as applicable, as of the last day of the preceding Monthly Period, plus (ii) the aggregate amount of any increases in the Nominal Liquidation Amount of such class or series, as applicable, as a result of the accretion of principal on Discount Notes of such class or series, as applicable during such Monthly Period.

“Available Principal Amounts” (i) with respect to all series of Notes, means the amount of Available Investor Principal Collections (as defined in the Series 2004-MC Supplement) which are payable to the Issuer pursuant to Section 4.11(b)(i) or Section 4.11(c)(i) of the Pooling and Servicing Agreement as supplemented by the Series 2004-MC Supplement and (ii) with respect to any series of Notes, has the meaning specified in the related Indenture Supplement.

“Business Day,” unless otherwise specified in the Indenture Supplement for any class of Notes, means any day other than (a) a Saturday or Sunday or (b) any other day on which national banking associations or state banking institutions in New York, New York, Minneapolis, Minnesota or Pittsburgh, Pennsylvania, are authorized or obligated by law, executive order or governmental decree to be closed.

“class” means, with respect to any Note, the class specified in the applicable Indenture Supplement.

“Collateral” is defined in the Granting Clause.

4

“Collateral Certificate” means the Series 2004-MC Certificate issued pursuant to the Pooling and Servicing Agreement and the Series 2004-MC Supplement, as amended, supplemented, restated or otherwise modified from time to time.

“Collection Account” is defined in Section 4.02(a).

“Collections” is defined in Section 4.01.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“Corporate Trust Office” means the principal office of the Indenture Trustee in Minneapolis, Minnesota at which at any particular time its corporate trust business will be principally administered, which office at the date hereof is located at Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services.

“Daily Available Funds Amount” means, for any day during any Monthly Period, an amount equal to the product of (a) the amount determined pursuant to clause (i) of the definition of Available Funds (as defined in the Series 2004-MC Supplement) for such Monthly Period and (b) the percentage equivalent of a fraction, the numerator of which is the Available Funds Allocation Amount for such series or class of Notes for such day and the denominator of which is the Available Funds Allocation Amount for all series of Notes for such day.

“Daily Principal Amount” means, for any day during any Monthly Period on which Collections of Principal Receivables are processed pursuant to Section 4.7 of the Series 2004-MC Supplement for any series or class of Notes, an amount equal to the product of (a) the aggregate amount allocated to the Investor Certificateholders (as defined in the Series 2004-MC Supplement) pursuant to Section 4.7(a)(ii) of the Pooling and Servicing Agreement as supplemented by the Series 2004-MC Supplement and (b) the percentage equivalent of a fraction, the numerator of which is the Principal Allocation Amount for such series or class of Notes for such day and the denominator of which is the Principal Allocation Amount for all series of Notes for such day.

“Depository” means a U.S. Depository or a Foreign Depository, as the case may be.

“Derivative Agreement” means any currency, interest rate or other swap, cap, collar, guaranteed investment contract or other derivative agreement.

“Derivative Counterparty” means any party to any Derivative Agreement other than the Issuer or the Indenture Trustee.

“Discount Note” means a Note that provides for an amount less than the Stated Principal Amount (but not less than the Initial Dollar Principal Amount) thereof to be due and payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case before the Expected Principal Payment Date of the applicable Note.

5

“Dollar” means (a) United States dollars, or (b) denominated in United States dollars.

“Early Redemption Event” is defined in Section 12.01.

“Effective Date” means the date on which this Indenture is executed and delivered by the parties hereto.

“Entity” means any Person other than an individual or government (including any agency or political subdivision thereof).

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“Event of Default” is defined in Section 7.01.

“Excess Available Funds Sharing Group” means all Excess Available Funds Sharing Series that have the same Excess Available Funds Sharing Group designation.

“Excess Available Funds Sharing Series” means a series that, pursuant to the Indenture Supplement therefor, will share certain excess Available Funds with other series in the same Excess Available Funds Sharing Group, as more specifically set forth in such Indenture Supplement.

“Exchange Date” means, with respect to any class of Notes, the latest of:

(a) any date that is after the related issuance date; and

(b) the earliest date on which such an exchange of a beneficial interest in a Temporary Global Note for a beneficial interest in a Permanent Global Note is permitted by applicable law.

“Expected Principal Payment Date” means, with respect to any series or class of Notes, the scheduled due date of any payment of principal on such Notes, as specified in the related Indenture Supplement, or if such day is not a Business Day, the next following Business Day.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time.

“Fitch” means Fitch, Inc., or any successor thereto.

6

“Foreign Depository” means the Person specified in the applicable Indenture Supplement, in its capacity as depository for the accounts of any clearing agencies located outside the United States.

“Global Note” means any Note issued pursuant to Section 2.04.

“group” means any one or more series of Notes which are specified as belonging to a common group (including any Excess Available Funds Sharing Group, Reallocation Group or any group established by an Indenture Supplement) in the applicable Indenture Supplement. A particular series may be included in more than one group if the Indenture Supplement for such series so provides.

“Holder,” when used with respect to any Note, means a Noteholder.

“Indenture” or “this Indenture” means this Indenture as originally executed and as amended, supplemented, restated or otherwise modified from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and will include the terms of particular series or classes of Notes created as contemplated by Section 3.01.

“Indenture Supplement” means, with respect to any series of Notes, a supplement to this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to Section 10.01, together with any applicable terms document related to such Indenture Supplement and any amendment to the Indenture Supplement executed pursuant to Section 10.01 or 1002, and, in either case, including all amendments thereof and supplements thereto.

“Indenture Trustee” means the Person named as the Indenture Trustee in the first paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Indenture Trustee” means and includes each Person who is then an Indenture Trustee hereunder. If at any time there is more than one such Person, “Indenture Trustee” as used with respect to the Notes of any series or class means the Indenture Trustee with respect to Notes of that series or class.

“Indenture Trustee Authorized Officer”, when used with respect to the Indenture Trustee, means any vice president, any assistant vice president, the treasurer, any assistant treasurer, any senior trust officer or trust officer, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Initial Dollar Principal Amount” means (a) unless otherwise specified in the applicable Indenture Supplement, with respect to classes of Dollar Interest-bearing Notes, the aggregate initial principal amount of the Outstanding Notes of such class, and (b) with respect to classes of Discount Notes, the amount specified in the applicable Indenture Supplement as the Initial Dollar Principal Amount thereof.

7

“Interest-bearing Note” means a Note that bears interest at a stated or computed rate on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note.

“Interest Payment Date” means, with respect to any series or class of Notes, the scheduled due date of any payment of interest on such Notes, as specified in the applicable Indenture Supplement, or if such day is not a Business Day, the next following Business Day; provided, however, that upon the acceleration of a series or class of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of that series or class of Notes, each Monthly Principal Accrual Date will be an Interest Payment Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Investor Certificate” is defined in the Pooling and Servicing Agreement.

“Investor Certificateholder” is defined in the Pooling and Servicing Agreement.

“Investor Interest” is defined in the Series 2004-MC Supplement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuer” is defined in the first paragraph of this Indenture.

“Issuer Authorized Officer” means (a) an authorized signatory of the Owner Trustee, or (b) the chairman or vice-chairman of the board of directors, chairman or vice-chairman of the executive committee of the board of directors, the president, any vice-president, the secretary, any assistant secretary, the treasurer, or any assistant treasurer, in each case of the Administrator, or any other officer or employee of the Administrator who is authorized to act on behalf of the Issuer.

“Issuer Certificate” means a certificate (including an Officer’s Certificate) signed in the name of an Issuer Authorized Officer or the Issuer by an Issuer Authorized Officer and, in each case delivered to the Indenture Trustee relating to, among other things, the issuance of a new class of Notes. Wherever this Indenture requires that an Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Administrator.

“Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for Federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of any Outstanding series or class of Notes that were characterized as debt at the time of their issuance, (b) following such action the Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation, (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder of any such Notes and (d) except as provided in the related Indenture Supplement, where such action is the issuance of a series or class of Notes, following such action such series or class of Notes will be properly characterized as debt.

8

“Legal Maturity Date” means, with respect to a series or class of Notes, the date specified in the Indenture Supplement, for such Note as the fixed date on which the principal of such series or class of Notes is due and payable.

“Majority Holders” means, with respect to any series or class of Notes or all Outstanding Notes, the Holders of a majority in Outstanding Dollar Principal Amount of the Outstanding Notes of that series or class or of all Outstanding Notes, as the case may be.

“Master Trust” means Mellon Bank Premium Finance Loan Master Trust, established pursuant to the Pooling and Servicing Agreement.

“Master Trust Tax Opinion” means, with respect to any action, an Opinion of Counsel to the effect that, for Federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of the Investor Certificates, as defined in the Pooling and Servicing Agreement, of any outstanding series or class under the Master Trust that were characterized as debt at the time of their issuance, (b) following such action the Master Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder, as defined in the Pooling and Servicing Agreement.

“Mellon Bank “ means Mellon Bank, N.A., a national banking association and its successors and assigns.

“Monthly Interest Accrual Date” means, with respect to any Outstanding series or class of Notes:

(a) each Interest Payment Date for such series or class, and

(b) for any Monthly Period in which no Interest Payment Date for such series or class occurs, the date in such Monthly Period corresponding numerically to the next Interest Payment Date for such series or class of Notes, or in the case of a series or class of Discount Notes, the Expected Principal Payment Date for that series or class, or as otherwise specified in the applicable Indenture Supplement for such series or class of Notes; provided, however, that

(i) for the Monthly Period in which a series or class of Notes is issued, the date of issuance of such series or class will be the first Monthly Interest Accrual Date for such Monthly Period for such series or class of Notes,

(ii) for the Monthly Period next following the Monthly Period in which a series or class of Notes is issued, unless otherwise indicated in the related Indenture Supplement, the first day of such Monthly Period will be the first Monthly Interest Accrual Date in such next following Monthly Period for such series or class of Notes,

(iii) any date on which proceeds from a sale of Receivables following

9

an Event of Default and acceleration of any class of Notes are deposited into the interest funding account for such Notes will be a Monthly Interest Accrual Date for such class of Notes,

(iv) if there is no such numerically corresponding date in such Monthly Period, then the Monthly Interest Accrual Date will be the last Business Day of such Monthly Period, and

(v) if such numerically corresponding date in such Monthly Period is not a Business Day, then the Monthly Interest Accrual Date will be the next following Business Day (unless such Business Day would fall in the following Monthly Period in which case the Monthly Interest Accrual Date will be the last Business Day of such earlier month).

“Monthly Noteholders’ Statement” means a report substantially in the form of Exhibit B, as the same may be supplemented as set forth in the related Indenture Supplement.

“Monthly Period” has the meaning specified in the Series 2004-MC Supplement.

“Monthly Principal Accrual Date” means, with respect to any Outstanding series or class of Notes:

(a) for any Monthly Period in which an Expected Principal Payment Date for such series or class occurs, such Expected Principal Payment Date, or as otherwise specified in the applicable Indenture Supplement for such class of Notes, and

(b) for any Monthly Period in which no Expected Principal Payment Date for such series or class occurs, the date in such Monthly Period corresponding numerically to the next Expected Principal Payment Date for such class of Notes (or for any month following the last Expected Principal Payment Date, the date in such month corresponding numerically to the preceding Expected Principal Payment Date for such class of Notes), or as otherwise specified in the applicable Indenture Supplement, for such class of Notes; provided, however, that:

(i) following a Trust Pay Out Event as described in Section 9.1(a) of the Pooling and Servicing Agreement, the second Business Day following such Pay Out Event shall be a Monthly Principal Accrual Date,

(ii) any date on which prefunded excess amounts are released from any principal funding subaccount and deposited into the principal funding subaccount of any class of Notes on or after the Expected Principal Payment Date for such class of Notes will be a Monthly Principal Accrual Date for such class of Notes,

(iii) any date on which proceeds from a sale of Receivables following an Event of Default and acceleration of any class of Notes are deposited into the principal funding account for such Notes will be a Monthly Principal Accrual Date for such class of Notes,

(iv) if there is no numerically corresponding date in such Monthly Period, then the Monthly Principal Accrual Date will be the last Business Day of such Monthly Period, and

10

(v) if such numerically corresponding date in such Monthly Period is not a Business Day, the Monthly Principal Accrual Date will be the next following Business Day (unless such Business Day would fall in the following month in which case the Monthly Principal Accrual Date will be the last Business Day of such earlier Monthly Period).

“Monthly Principal Payment” means, with respect to any series of Notes, an amount, not less than zero, equal to (a) the Targeted Principal Deposit Amount plus (b) the Reallocated Principal Amount minus (c) Reallocated Available Funds, each with respect to such series of Notes for such Monthly Period.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Nominal Liquidation Amount” means, with respect to any Outstanding class of Notes, an amount determined in accordance with the applicable Indenture Supplement. The Nominal Liquidation Amount for a series of Notes will be the sum of the Nominal Liquidation Amounts of all of the classes of Notes of that series.

“non-Performing,” with respect to a Derivative Agreement, means not Performing.

“Note” or “Notes” means any note or notes of any series or class authenticated and delivered from time to time under this Indenture.

“Note Accumulation Period” means, with respect to any series or class of Notes, the period commencing on the first day of the Monthly Period for which there is a Targeted Principal Deposit Amount with respect to such series or class of Notes and ending on the last day of the Monthly Period preceding the next following Monthly Period for which there is no Targeted Principal Deposit Amount with respect to such series or class of Notes; provided, however, that, with respect to any class of Notes that has been accelerated following an event of default, has had an early redemption event or will be partially redeemed during a partial or limited amortization, the related Note Accumulation Period will commence on the effective date of such acceleration, early redemption event or partial or limited amortization period.

“Note Owner” means the beneficial owner of an interest in a Global Note.

“Note Rating Agency” means, with respect to any Outstanding series or class of Notes, each statistical Note Rating Agency selected by the Issuer to rate such Notes.

“Note Register” is defined in Section 3.05.

“Note Registrar” means the Person who keeps the Note Register specified in Section 3.05.

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“Noteholder” means a Person in whose name a Note is registered in the Note Register.

“Officer’s Certificate” means a certificate signed by the Administrator or the Owner Trustee and delivered to the Indenture Trustee. Wherever this Indenture requires that an Officer’s Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Administrator.

“Opinion of Counsel” means a written opinion of counsel acceptable to the Indenture Trustee, who may, without limitation, and except as otherwise expressly provided in this Indenture, be an employee of or of counsel to the Issuer, the Administrator or any of their Affiliates.

“Outstanding,” when used with respect to a Note or with respect to Notes of any series or class means, as of the date of determination, all such Notes theretofore authenticated and delivered under this Indenture, except:

(a) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation pursuant to Section 3.09;

(b) any Notes for whose full payment (including principal and interest) or redemption money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given if required pursuant to this Indenture, the related Indenture Supplement, or provision therefor satisfactory to the Indenture Trustee has been made;

(c) any Notes that are deemed to have been paid in full pursuant to Section 5.03; and

(d) any such Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of Section 3.06, (except with respect to any such Note as to which proof satisfactory to the Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a legal, valid and binding obligation of the Issuer).

For purposes of determining the amounts of deposits, allocations, reallocations or payments to be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be references to “Outstanding Notes.” In determining whether the Holders of the requisite principal amount of such Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, and for purposes of Section 9.04, Notes beneficially owned by the Issuer, AFCO Acceptance, AFCO Credit, Mellon Bank or the Transferor or any Affiliate of the Issuer, AFCO Acceptance, AFCO Credit, Mellon Bank or the Transferor will be disregarded and deemed not to be Outstanding. In determining whether the Indenture Trustee will be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that an Indenture Trustee Authorized Officer knows to be owned by the Issuer, AFCO Acceptance, AFCO Credit, Mellon Bank or the Transferor or any Affiliate

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of the Issuer, AFCO Acceptance, AFCO Credit, Mellon Bank or the Transferor will be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the pledgee is not the Issuer, AFCO Acceptance, AFCO Credit, Mellon Bank or the Transferor or any other obligor upon the Notes or any Affiliate of the Issuer, AFCO Acceptance, AFCO Credit, Mellon Bank or the Transferor or such other obligor.

“Outstanding Dollar Principal Amount” means at any time,

(a) with respect to any series or class of non-Discount Notes, the aggregate Initial Dollar Principal Amount of the Outstanding Notes of such series or class at such time, less the amount of any withdrawals from the Principal Funding sub-Account for such class of Notes for payment of principal to the Holders of such class or the applicable Derivative Counterparty pursuant to the related Indenture Supplement, and

(b) with respect to any series or class of Discount Notes, an amount of the Outstanding Notes of such series or class calculated by reference to the applicable formula set forth in the applicable Indenture Supplement, taking into account the amount and timing of payments of principal made to the Holders of such series or class or to the applicable Derivative Counterparty and accretions of principal, each pursuant to the related Indenture Supplement.

“Owner Trustee” means Chase Manhattan Bank U.S.A., N.A., not in its individual capacity but solely as owner trustee of the Issuer, and each of its successors and assigns.

“Paired Series” means (a) each series which has been paired with another series (which series may be prefunded or partially prefunded), such that the reduction of the Nominal Liquidation Amount of such series as a result of a deposit to the Principal Funding Account for such series results in a corresponding increase of the Nominal Liquidation Amount of such other series, as described in the related Indenture Supplements, and (b) such other series.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of or interest on any Notes on behalf of the Issuer, which shall initially be the Indenture Trustee.

“Payment Date” means, with respect to any series or class of Notes, the applicable Principal Payment Date or Interest Payment Date.

“Payment Instruction” means an instruction substantially in the form of Exhibit A, or such other form as the Issuer may determine, as the same may be supplemented as set forth in the related Indenture Supplement.

“Performing” means, with respect to any Derivative Agreement, no payment default or repudiation of performance by a Derivative Counterparty has occurred, and such Derivative Agreement has not been terminated.

“Permanent Global Note” is defined in Section 2.05.

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“Permitted Investments” means, unless otherwise provided in the Indenture Supplement with respect to any series of Notes:

(a) instruments, investment property or other property consisting of

(i) obligations of or fully guaranteed by the United States of America;

(ii) time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign depository institutions or trust companies) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of the Indenture Trustee’s investment or contractual commitment to invest therein, the certificates of deposit or short-term deposits of such depository institution or trust company shall have a credit rating from Moody’s and Standard & Poor’s of P-1 and A-l+, respectively, and, if rated by Fitch, Fl+ from Fitch;

(iii) commercial paper (including but not limited to asset backed commercial paper) having, at the time of the Indenture Trustee’s investment or contractual commitment to invest therein, a rating from Moody’s and Standard & Poor’s of P-I and A-1+, respectively, and, if rated by Fitch, F1+ from Fitch;

(iv) bankers’ acceptances issued by any depository institution or trust company described in clause (a)(ii) above; and

(v) investments in money market funds rated AAA-m or AAA-mg by Standard & Poor’s and Aaa by Moody’s or otherwise approved in writing by each Note Rating Agency;

(b) demand deposits in the name of the Indenture Trustee in any depository institution or trust company referred to in clause (a)(ii) above;

(c) uncertificated securities that are registered in the name of the Indenture Trustee upon books maintained for that purpose by the issuer thereof and identified on books maintained for that purpose by the Indenture Trustee as held for the benefit of the Noteholders, and consisting of shares of an open end diversified investment company which is registered under the Investment Company Act, and which (i) invests its assets exclusively in obligations of or guaranteed by the United States of America or any instrumentality or agency thereof having in each instance a final maturity date of less than one year from their date of purchase or other Permitted Investments, (ii) seeks to maintain a constant net asset value per share, (iii) has aggregate net assets of not less than $100,000,000 on the date of purchase of such shares and (iv) with respect to which each Note Rating Agency confirms in writing that such investment will not cause a Ratings Effect; and

(d) any other investment if each Note Rating Agency confirms in writing that such investment will not cause a Ratings Effect.

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Permitted Investments may include investments for which the Trustee or an Affiliate receives compensation as advisor or otherwise.

“Person” means any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, with respect to any class of Notes issued hereunder, the city or political subdivision so designated with respect to such class of Notes in accordance with the provisions of Section 3.01.

“Pooling and Servicing Agreement” means the Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001, between the Transferor, AFCO Acceptance and AFCO Credit as servicers, Premium Financing Specialists, Inc., and Premium Financing Specialists of California, Inc., as back-up servicers and Wells Fargo Bank, National Association, as successor to Wells Fargo Bank Minnesota, National Association, as trustee, as amended, restated and supplemented from time to time.

“Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 3.06 in lieu of a mutilated, lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Principal Allocation Amount” shall mean, on any date of determination during any Monthly Period for any class or series of Notes (exclusive of (x) any Notes within such class or series that will be paid in full during such Monthly Period and (y) any notes that will have a Nominal Liquidation Amount of zero during such Monthly Period), an amount equal to the sum of (a) for any Notes within such class or series of Notes in a Note Accumulation Period, the sum of the Nominal Liquidation Amounts for such Notes as of the close of business on the day prior to the commencement of the most recent Note Accumulation Period for such Notes, and (b) for all other Notes Outstanding within such class or series of Notes, (i) the sum of the Nominal Liquidation Amounts for such Notes, each as of the close of business on the last day of the immediately preceding Monthly Period (or, with respect to the first Monthly Period for any such series or class of Notes, the Initial Dollar Principal Amount of such Notes), plus (ii) the aggregate amount of any increases in the Nominal Liquidation Amount of such Notes as a result of the accretion of principal on Discount Notes of such class or series, as applicable, during such Monthly Period on or prior to such date.

“Principal Excess” means for any series of Notes, with respect to any Monthly Period, the excess, if any, of (a) the sum of the Daily Principal Amounts for each day during such Monthly Period for such series of Notes minus Reallocated Principal Amounts for the related Monthly Period for such series, over (b) an amount equal to the Targeted Principal Deposit Amount for the related Monthly Period for such series; provided, however, that if the Rapid Amortization Period (as defined in the Series 2004-MC Supplement) has commenced, the amount computed pursuant to clause (b) shall be the Nominal Liquidation Amount of such series of Notes.

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“Principal Payment Date” means, with respect to any series or class of Notes, each Expected Principal Payment Date, or upon the acceleration of such series or class of Notes following an Event of Default or upon the occurrence of an Early Redemption Event, or other optional or mandatory redemption of such series or class of Notes, each Monthly Principal Accrual Date.

“Principal Shortfall” means, for any series of Notes, with respect to any Monthly Period, the excess, if any, of (a) an amount equal to the Targeted Principal Deposit Amount for the related Monthly Period for such series, over (b) the sum of the Daily Principal Amounts for each day during such Monthly Period for such series of Notes plus Reallocated Available Funds for the related Monthly Period for such series minus Reallocated Principal Amounts for the related Monthly Period for such series; provided, however, that if the Rapid Amortization Period (as defined in the Series 2004-MC Supplement) has commenced, the amount computed pursuant to clause (a) shall be the Nominal Liquidation Amount of such series of Notes.

“Qualified Account” means either (a) a segregated account (including a securities account) with a Qualified Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Note Rating Agency in one of its generic rating categories which signifies investment grade.

“Qualified Institution” means (a) a depository institution, which may include the Indenture Trustee or the Owner Trustee (so long as it is a paying agent under the Indenture), organized under the laws of the United States of America or any one of the States thereof or the District of Columbia, the deposits in which are insured by the FDIC and which at all times has a short-term unsecured debt rating in the applicable investment category of each Note Rating Agency or (b) a depository institution acceptable to each Note Rating Agency.

“Ratings Effect” means a reduction, qualification or withdrawal of any then current rating of the Notes.

“Reallocated Available Funds” means, with respect to any series of Notes for any Monthly Period, the aggregate amount of series Available Funds to be deposited into a principal funding account, paid to noteholders or otherwise treated as series Available Principal Amounts on the related Transfer Date pursuant to the related Indenture Supplement.

“Reallocated Principal Amount” means, with respect to any series of Notes for any Monthly Period, the aggregate amount of series Available Principal Amounts to be deposited into an interest funding account, paid to the Servicer as a portion of the Servicing Fee or otherwise treated as series Available Funds on the related Transfer Date pursuant to the related Indenture Supplement; provided, however, that the Reallocated Principal Amount for any series of Notes for any Monthly Period shall not exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for the subordinated notes of such series of Notes.

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“Reallocation Group” means all Reallocation Series that have the same Reallocation Group designation.

“Reallocation Series” means a series that, pursuant to the Indenture Supplement therefor, will share certain Available Funds or other specified amounts within a specified Reallocation Group with other series in the same Reallocation Group, as more specifically set forth in such Indenture Supplement.

“Receivables” is defined in the Pooling and Servicing Agreement.

“Record Date” for the interest or principal payable on any Note on any applicable Payment Date means the last day of the month before the related Interest Payment Date or Principal Payment Date, as applicable, unless otherwise specified in the applicable Indenture Supplement.

“Registered Note” means a Note issued in registered form.

“Registered Noteholder” means a holder of a Registered Note.

“Required Subordinated Amount” means, with respect to any class of a senior class of Notes, the amount specified in the related Indenture Supplement.

“Secured Party” is defined in the Granting Clause.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Security Interest” means the security interest granted pursuant to the Granting Clause.

“senior class,” with respect to a class of Notes of any series, has the meaning specified in the related Indenture Supplement.

“series” means, with respect to any Note, the series specified in the applicable Indenture Supplement.

“Series Available Funds Shortfalls,” with respect to any Excess Available Funds Sharing Series, has the meaning specified in the related Indenture Supplement.

“Series 2004-MC Supplement” means the Series 2004-MC Supplement to the Pooling and Servicing Agreement dated as of June [    ], 2004, as amended, supplemented, restated or otherwise modified from time to time.

“Servicer” is defined in the Pooling and Servicing Agreement.

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“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Stated Principal Amount,” with respect to any Note, has the meaning specified in the related Indenture Supplement.

“sub-Account” means each portion of an Account designated as such pursuant to this Indenture or the related Indenture Supplement.

“subordinated class,” with respect to a class of Notes of any series, has the meaning specified in the related Indenture Supplement.

“subordinated Notes” means Notes of a subordinated class of a series.

“Supplemental Account” means the trust account or accounts designated as such and established pursuant to Section 4.02(a).

“Targeted Interest Deposit Amount,” for each series or class of Notes, is defined in the related Indenture Supplement.

“Targeted Principal Deposit Amount,” for each series or class of Notes, is defined in the related Indenture Supplement

“Temporary Global Note” is defined in Section 2.05.

“Transfer Date” is defined in the Pooling and Servicing Agreement.

“Transferor” means Mellon Premium Finance Loan Owner Trust, a Delaware business trust, and its successors, as transferor under the Pooling and Servicing Agreement.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of [            ], between [            ], as Administrator, and Chase Manhattan Bank U.S.A., N.A., as Owner Trustee, as amended, supplemented, restated or supplemented from time to time.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed except as provided in Section 10.05.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction.

“U.S. Depository” means, unless otherwise specified by the Issuer pursuant to either Section 2.04, 2.06, or 3.01, with respect to Notes of any class issuable or issued as Global Note within the United States, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act, or other applicable statute regulation.

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“Weighted Average Principal Allocation Amount” means, with respect to any period for any class or series of Notes, the sum of the Principal Allocation Amounts for such class or series, as applicable, as of the close of business on each day during such period divided by the actual number of days in such period.

Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer will furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for the written statement required by Section 11.04) will include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that such individual has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, one or more specified Persons, one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations are erroneous.

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Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04. Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, “action”) provided by this Indenture to be given or taken by Noteholders of any series or class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 8.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

(c) The ownership of Registered Notes shall be proved by the Note Register.

(d) If the Issuer shall solicit from the Holders any action, the Issuer may, at its option, by an Officer’s Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer shall have no obligation to do so. If the Issuer does not so fix a record date, such record date shall be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the

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transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such action is made upon such Note.

Section 1.05. Notices, etc., to Indenture Trustee and Issuer. Any action of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or

(b) the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder (except as provided in Section 7.01(c)) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Indenture Trustee by the Issuer.

Section 1.06. Notices to Noteholders, Waiver.

(a) Where this Indenture, any Indenture Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein, in such Indenture Supplement or in such Registered Note expressly provided) if in writing and mailed, first-class postage prepaid, sent by facsimile, sent by electronic transmission or personally delivered to each Holder of Registered Note affected by such event, at such Noteholder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Registered Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to mail, send by facsimile, electronic transmission or deliver such notice, nor any defect in any notice so mailed, to any particular Noteholders shall affect the sufficiency of such notice with respect to other Noteholders and any notice that is mailed, sent by facsimile, electronic transmission or delivered in the manner herein provided shall conclusively have been presumed to have been duly given.

Where this Indenture, any Indenture Supplement or any Registered Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Registered Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice of any event to any Holder of a Registered Note when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as shall be satisfactory to the Indenture Trustee and the Issuer shall be deemed to be a sufficient giving of such notice.

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(c) With respect to any class of Notes, the applicable Indenture Supplement may specify different or additional means of giving notice to the Holders of the Notes of such class.

(d) Where this Indenture provides for notice to any Note Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder and shall not under any circumstance constitute an Adverse Effect.

Section 1.07. Conflict with Trust Indenture Act. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not. All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents of the Indenture Trustee.

Section 1.10. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11. Benefits of Indenture. Nothing in this Indenture or in any Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, Derivative Counterparties (to the extent specified in the applicable Derivative Agreement) and the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 1.13. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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Section 1.14. Indenture Referred to in the Trust Agreement. This is the Indenture referred to in the Trust Agreement.

Section 1.15. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

[END OF ARTICLE I]

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ARTICLE II

NOTE FORMS

Section 2.01. Forms Generally. The Notes shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the applicable Indenture Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with applicable laws or regulations or with the rules of any securities exchange, or as may, consistently herewith, be determined by the Issuer, as evidenced by the Issuer’s execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) or may be produced in any other manner, all as determined by the Issuer, as evidenced by the Issuer’s execution of such Notes, subject, with respect to the Notes of any series or class, to the rules of any securities exchange on which such Notes are listed.

Section 2.02. Forms of Notes. Each Note shall be in one of the forms approved from time to time by or pursuant to an Indenture Supplement. Before the delivery of a Note to the Indenture Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer shall deliver to the Indenture Trustee the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate shall have attached thereto a true and correct copy of the form of Note which has been approved thereby or, if an Issuer Certificate authorizes a specific officer or officers of the Administrator to approve a form of Note, a certificate of such officer or officers approving the form of Note attached thereto. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Indenture Trustee, such acceptance to be evidenced by the Indenture Trustee’s authentication of Notes in that form or a certificate signed by an Indenture Trustee Authorized Officer and delivered to the Issuer.

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Section 2.03. Form of Indenture Trustee’s Certificate of Authentication. The form of Indenture Trustee’s Certificate of Authentication for any Note issued pursuant to this Indenture shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series or class designated therein referred to in the within-mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee,
By:
	Authorized Signatory
Dated:

Section 2.04. Notes Issuable in the Form of a Global Note.

(a) If the Issuer establishes pursuant to Sections 2.02 and 3.01 that the Notes of a particular series or class are to be issued in whole or in part in the form of one or more Global Notes, then the Issuer shall execute and the Indenture Trustee or its agent shall, in accordance with Section 3.03 and the Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver, such Global Note or Notes, which, unless otherwise provided in the applicable Indenture Supplement (i) shall represent, and shall be denominated in an amount equal to the aggregate Stated Principal Amount (or in the case of Discount Notes, the aggregate Stated Principal Amount at the Expected Principal Payment Date of such Notes) of the Outstanding Notes of such series or class to be represented by such Global Note or Notes, or such portion thereof as the Issuer shall specify in an Issuer Certificate, (ii) in the case of Registered Notes, shall be registered in the name of the Depository for such Global Note or Notes or its nominee, (iii) shall be delivered by the Indenture Trustee or its agent to the Depository or pursuant to the Depository’s instruction, (iv) if applicable, shall bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (v) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable.

(b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository.

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(c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement:

(i) If at any time the Depository for a Global Note notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time the Depository for the Notes for such series or class ceases to be a clearing agency registered under the Securities Exchange Act, or other applicable statute or regulation, the Issuer shall appoint a successor Depository with respect to such Global Note. If a successor Depository for such Global Note is not appointed by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer shall execute, and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such series or class in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series or class of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global Note.

(ii) If specified by the Issuer pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such series or class of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer shall execute, and the Indenture Trustee or its agent shall authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same series or class of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof.

(iii) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that class advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that class may exchange such Notes for individual Notes.

(iv) In any exchange provided for in any of the preceding three paragraphs, the Issuer shall execute and the Indenture Trustee or its agent shall authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note shall be

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canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee or the Note Registrar shall deliver such Notes to the Persons in whose names such Notes are so registered.

Section 2.05. Temporary Global Notes and Permanent Global Notes.

(a) If specified in the applicable Indenture Supplement for any class, all or any portion of a Global Note initially may be issued in the form of a single temporary Global Registered Note (the “Temporary Global Note”), without interest coupons, in the denomination of the entire aggregate principal amount of such class and substantially in the form set forth in the exhibit with respect thereto attached to the applicable Indenture Supplement. The Temporary Global Note shall be authenticated by the Indenture Trustee upon the same conditions, in substantially the same manner and with the same effect as the Notes in definitive form. The Temporary Global Note may be exchanged as described below or in the applicable Indenture Supplement for permanent Registered Notes (the “Permanent Global Notes”).

(b) Unless otherwise provided in the applicable Indenture Supplement, exchanges of beneficial interests in Temporary Global Notes for beneficial interests in Permanent Global Notes shall be made as provided in this clause. The Administrator shall, upon its determination of the date of completion of the distribution of the Notes of such class, so advise the Indenture Trustee, the Issuer, the Foreign Depository, and each foreign clearing agency forthwith. Without unnecessary delay, but in any event not prior to the Exchange Date, the Issuer shall execute and deliver to the Indenture Trustee at its London office or its designated agent outside the United States Permanent Global Notes in registered form in an aggregate principal amount equal to the entire aggregate principal amount of such class. The Temporary Global Note may be exchanged for an equal aggregate principal amount of Permanent Global Notes only on or after the Exchange Date. A United States Person may exchange the portion of the Temporary Global Note beneficially owned by it only for an equal aggregate principal amount of Permanent Global Notes in registered form bearing the applicable legend set forth in the form of Registered Note attached to the applicable Indenture Supplement and having a minimum denomination of $500,000, which may be in temporary form if the Issuer so elects. The Issuer may waive the $500,000 minimum denomination requirement if it so elects. Upon any demand for exchange for Permanent Global Notes in accordance with this clause, the Issuer shall cause the Indenture Trustee to authenticate and deliver the Permanent Global Notes to the Holder according to the instructions of the Holder, in the case of Registered Notes, but in either case only upon presentation to the Indenture Trustee of a written statement substantially in the form of Exhibit D-1 (or such other form as the Issuer may determine) with respect to the Temporary Global Note, or portion thereof being exchanged, signed by a foreign clearing agency and dated on the Exchange Date or a subsequent date, to the effect that it has received in writing or by tested telex a certification substantially in the form of (i) in the case of beneficial ownership of the Temporary Global Note, or a portion thereof being exchanged, by a United States institutional investor pursuant to this clause, the certificate in the form of Exhibit D-2 (or such other form as the Issuer may determine) signed by the Administrator which sold the

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relevant Notes or (ii) in all other cases, the certificate in the form of Exhibit D-3 (or such other form as the Issuer may determine), the certificate referred to in this clause (ii) being dated on the earlier of the first payment of interest in respect of such Note and the date of the delivery of such Note in definitive form. Upon receipt of such certification, the Indenture Trustee shall cause the Temporary Global Note to be endorsed in accordance with clause (d). Any exchange as provided in this Section shall be made free of charge to the Holders and the beneficial owners of the Temporary Global Note and to the beneficial owners of the Permanent Global Note issued in exchange, except that a person receiving the Permanent Global Note must bear the cost of insurance, postage, transportation and the like in the event that such Person does not receive such Permanent Global Note in person at the offices of a foreign clearing agency.

(c) The delivery to the Indenture Trustee by a foreign clearing agency of any written statement referred to above may be relied upon by the Issuer and the Indenture Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to such foreign clearing agency pursuant to the terms of this Indenture.

(d) Upon any such exchange of all or a portion of the Temporary Global Note for a Permanent Global Note or Notes, such Temporary Global Note shall be endorsed by or on behalf of the Indenture Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Permanent Global Note or Notes. Until so exchanged in full, such Temporary Global Note shall in all respects be entitled to the same benefits under this Indenture as Permanent Global Notes authenticated and delivered hereunder except that the beneficial owners of such Temporary Global Note shall not be entitled to receive payments of interests on the Notes until they have exchanged their beneficial interests in such Temporary Global Note for Permanent Global Notes.

Section 2.06. Beneficial Ownership of Global Notes. Until definitive Notes have been issued to the applicable Noteholders pursuant to Section 2.04 or as otherwise specified in any applicable Indenture Supplement:

(a) the Issuer and the Indenture Trustee may deal with the applicable clearing agency and the clearing agency’s participants for all purposes (including the making of distributions) as the authorized representatives of the respective Note Owners; and

(b) the rights of the respective Note Owners shall be exercised only through the applicable clearing agency and the clearing agency’s participants and shall be limited to those established by law and agreements between such Note Owners and the clearing agency and/or the clearing agency’s participants. Pursuant to the operating rules of the applicable clearing agency, unless and until Notes in definitive form are issued pursuant to Section 2.04, the clearing agency shall make book-entry transfers among the clearing agency’s participants and receive and transmit distributions of principal and interest on the related Notes to such clearing agency’s participants.

For purposes of any provision of this Indenture requiring or permitting actions with the consent of, or at the direction of, Noteholders evidencing a specified percentage of the aggregate unpaid principal amount of Outstanding Notes, such direction or consent may be given by Note Owners (acting through the clearing agency and the clearing agency’s participants) owning interests in Notes evidencing the requisite percentage of principal amount of Notes.

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Section 2.07. Notices to Depository. Whenever any notice or other communication is required to be given to Noteholders with respect to which book-entry Notes have been issued, unless and until Notes in definitive form shall have been issued to the related Note Owners, the Indenture Trustee shall give all such notices and communications to the applicable Depository.

[END OF ARTICLE II]

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ARTICLE III

THE NOTES

Section 3.01. General Title; General Limitations; Issuable in Series; Terms of a Series or class.

(a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.

(b) The Notes may be issued in one or more series or classes up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each series or class under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such series or class without preference, priority or distinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes of such series or class, except as specified in the applicable Indenture Supplement for such series or class.

(c) Each Note issued must be part of a series and class of Notes for purposes of allocations pursuant to Article V. A series of Notes is created pursuant to an Indenture Supplement. A class of Notes is created pursuant to an Indenture Supplement or pursuant to an Issuer Certificate or terms document, each related to the Indenture Supplement for the applicable series.

(d) Each series of Notes may be assigned to a group or groups of Notes for purposes of allocations pursuant to Article V. The related Indenture Supplement shall identify the group or groups, if any, to which a series of Notes has been assigned and the manner and extent to which series in the same group shall share amounts. Any Series of Notes may be designated as a Paired Series.

(e) Each series of Notes may, but need not be, subdivided into multiple classes. Notes belonging to a class in any series may be entitled to specified payment priorities over other classes of Notes in that series.

(f) There shall also be established in or pursuant to an Indenture Supplement or pursuant to an Issuer Certificate or terms document related to the applicable Indenture Supplement before the initial issuance of Notes of each such series or class, provision for:

(i) the series designation;

(ii) the Stated Principal Amount of the Notes;

(iii) whether such series belongs to any group or groups;

(iv) whether such Notes are of a particular class of Notes;

(v) the Required Subordinated Amount (if any) for such class of Notes;

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(vi) the currency or currencies in which such Notes will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable;

(vii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

(viii) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;

(ix) the price or prices at which the Notes will be issued;

(x) the times at which such Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;

(xi) the rate per annum at which such Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;

(xii) each Interest Payment Date, Expected Principal Payment Date and Legal Maturity Date for such Notes;

(xiii) the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes;

(xiv) whether or not application will be made to list such Notes on any securities exchange;

(xv) any Events of Default or Early Redemption Events with respect to such Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that shall be applicable to such Notes (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series or class);

(xvi) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such series or class;

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(xvii) if such Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01);

(xviii) the subordination of such Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other series or class;

(xix) if such Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;

(xx) the Record Date for any Payment Date of such Notes, if different from the last day of the month before the related Payment Date;

(xxi) the controlled accumulation amount, if any, the controlled amortization amount, if any, or other principal amortization amount, if any, scheduled for such Notes;

(xxii) whether such series will be a Paired Series; and

(xxiii) any other terms of such Notes which will not be inconsistent with the provisions of this Indenture;

all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such series or class.

(g) The form of the Notes of each series or class shall be established pursuant to the provisions of this Indenture and the related Indenture Supplement creating such series or class. The Notes of each series or class shall be distinguished from the Notes of each other series or class in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine.

(h) Unless otherwise provided with respect to Notes of a particular series or class, the Notes of any particular series or class shall be issued in registered form, without coupons.

(i) Any terms or provisions in respect of the Notes of any series or class issued under this Indenture may be determined pursuant to this Section by providing in the applicable Indenture Supplement for the method by which such terms or provisions shall be determined.

(j) The Notes of each series or class may have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating),

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from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as shall be provided for in or pursuant to the applicable Indenture Supplement.

Section 3.02. Denominations. The Notes of each class shall be issuable in such denominations and currency as shall be provided in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement. In the absence of any such provisions with respect to the Registered Notes of any class, the Registered Notes of that class shall be issued in denominations of $1,000 and multiples thereof.

Section 3.03. Execution, Authentication and Delivery and Dating.

(a) The Notes shall be executed on behalf of the Issuer by an Issuer Authorized Officer. The signature of any officer of the Administrator or the Owner Trustee on the Notes may be manual or facsimile.

(b) Notes bearing the manual or facsimile signatures of individuals who were at any time an Issuer Authorized Officer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices before the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall, upon request by an Officer’s Certificate, authenticate and deliver such Notes as in this Indenture provided and not otherwise.

(d) Before any such authentication and delivery, the Indenture Trustee shall be entitled to receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other opinion or certificate relating to the issuance of the class of Notes required to be furnished pursuant to Section 2.02 or Section 3.10.

(e) The Indenture Trustee shall not be required to authenticate such Notes if the issue thereof shall adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and this Indenture.

(f) Unless otherwise provided in the form of Note for any class, all Notes shall be dated the date of their authentication.

(g) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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Section 3.04. Temporary Notes.

(a) Pending the preparation of definitive Notes of any class, the Issuer may execute, and, upon receipt of the documents required by Section 3.03, together with an Officer’s Certificate, the Indenture Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Issuer may determine, as evidenced by the Issuer’s execution of such Notes.

(b) If temporary Notes of any class are issued, the Issuer shall cause definitive Notes of such class to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes of such class shall be exchangeable for definitive Notes of such class upon surrender of the temporary Notes of such class at the office or agency of the Issuer in a Place of Payment, without charge to the Holder; and upon surrender for cancellation of any one or more temporary Notes the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like Stated Principal Amount of definitive Notes of such class of authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of such class shall in all respects be entitled to the same benefits under this Indenture as definitive Notes of such class.

Section 3.05. Registration, Transfer and Exchange.

(a) The Issuer shall keep or cause to be kept a register (herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Notes, or of Registered Notes of a particular class, and for transfers of Registered Notes or of Registered Notes of such class. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Indenture Trustee at the office or agency to be maintained by the Issuer as provided in Section 11.02.

(b) Subject to Section 2.04, upon surrender for transfer of any Registered Note of any class at the office or agency of the Issuer in a Place of Payment, if the requirements of Section 8-401 (a) of the UCC are met, the Issuer shall execute, and, upon receipt of such surrendered note, the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of such class of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms.

(c) Subject to Section 2.04, at the option of the Holder, Notes of any class may be exchanged for other Notes of such class of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholders making the exchange are entitled to receive.

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(d) All Notes issued upon any transfer or exchange of Notes shall be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

(e) Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

(f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge shall be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes, other than exchanges pursuant to Section 3.04 or 10.06 not involving any transfer.

(g) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(h) The Issuer initially appoints Wells Fargo Bank, National Association, to act as Note Registrar for the Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of the Indenture Trustee with respect to any class of Notes issued under this Indenture.

(i) Registration of transfer of Notes containing the following legend or to which the following legend is applicable:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

shall be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee shall deliver, at its expense, to the Issuer and the Indenture Trustee, an investment letter from the transferee, substantially in the form of the investment letter attached hereto as Exhibit C or such other form as the Issuer may determine, and no registration of transfer shall be made until such letter is so delivered.

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Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above shall also bear such legend unless the Issuer, the Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed.

Whenever a Note containing the legend referred to above is presented to the Note Registrar for registration of transfer, the Note Registrar shall promptly seek instructions from the Issuer regarding such transfer and shall be entitled to receive an Issuer Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause.

Section 3.06. Mutilated, Destroyed, Lost and Stolen Notes.

(a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Issuer and the Indenture Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor, series or class, Expected Principal Payment Date, Legal Maturity Date and Stated Principal Amount, bearing a number not contemporaneously Outstanding.

(b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

(c) Upon the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

(d) Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same series or class duly issued hereunder.

(e) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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Section 3.07. Payment of Interest; Interest Rights Preserved.

(a) Unless otherwise provided with respect to such Note pursuant to Section 3.01, interest payable on any Registered Note shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the most recent Record Date.

(b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued or principal accreted and unpaid, and to accrue or accrete, which were carried by such other Note.

Section 3.08. Persons Deemed Owners. The Issuer, the Indenture Trustee, the Owner Trustee, the Administrator and any agent of the Issuer, the Indenture Trustee, the Owner Trustee, or the Administrator may treat the Person who is proved to be the owner of such Note pursuant to Section 1.04(c) as the owner of such Note for the purpose of receiving payment of principal of and (subject to Section 3.07) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee, the Owner Trustee, nor any agent of the Issuer, the Indenture Trustee, the Owner Trustee, or the Administrator shall be affected by notice to the contrary.

Section 3.09. Cancellation. All Notes surrendered for payment, redemption, transfer, conversion or exchange shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and, if not already canceled, shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Note shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. The Indenture Trustee shall dispose of all canceled Notes in accordance with its customary procedures and shall deliver a certificate of such disposition to the Issuer.

Section 3.10. New Issuances of Notes.

(a) The Issuer may issue new Notes of any series or class, so long as the following conditions precedent are satisfied:

(i) on or before the third Business Day before the date that the new issuance is to occur, the Issuer gives the Indenture Trustee and the Note Rating Agencies written notice of the issuance;

(ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuer Certificate to the effect that:

(A) the Issuer reasonably believes that the new issuance shall not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes;

(B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes;

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(C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and

(D) all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Indenture Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Notes, if any, of such series or class Outstanding, subject to the terms of this Indenture and each Indenture Supplement;

(iii) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance;

(iv) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Trustee an Indenture Supplement and, if applicable, the Issuer Certificate or terms document relating to the applicable series and class of Notes;

(v) no Trust Pay Out Event as defined in the Pooling and Servicing Agreement or Series 2004-MC Pay Out Event as defined in the Series 2004-MC Supplement shall have occurred and be continuing as of the date of the new issuance;

(vi) the Note Rating Agencies have provided written confirmation that such issuance shall not have a Ratings Effect;

(vii) the conditions specified herein or in Section 3.11 are satisfied; and

(viii) any other conditions specified herein in the applicable Indenture Supplement;

provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be eliminated or modified as a condition precedent to any new issuance of a series or class of Notes if the Issuer has obtained written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes.

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(b) The Issuer and the Indenture Trustee shall not be required to obtain the consent of any Noteholder of any Outstanding series or class to issue any additional Notes of any series or class.

Section 3.11. Specification of Required Subordinated Amount and other Terms with Respect to each Class. The applicable Indenture Supplement for each class of Notes shall specify a Required Subordinated Amount of each subordinated class of Notes, if any.

Section 3.12. Reallocation Groups. Available Funds and other specified amounts allocated to each series in a Reallocation Group shall be reallocated to cover interest and expenses related to each series in such Reallocation Group as specified in each related Indenture Supplement. The reallocation provisions of the Indenture Supplement for each series in the same Reallocation Group are required to be identical in all material respects.

Section 3.13. Excess Available Funds Sharing Groups. The Issuer shall reallocate and redistribute certain excess Available Funds to cover Series Available Funds Shortfalls incurred by Excess Available Funds Sharing Series in a particular Excess Available Funds Sharing Group as specified in the related Indenture Supplements; provided, however, that the Administrator may, at any time, direct the Indenture Trustee to, and the Indenture Trustee shall, discontinue the sharing of excess Available Funds among series. Following the delivery by the Administrator of such an Officer’s Certificate to the Indenture Trustee there shall not be any further sharing of excess Available Funds among series.

[END OF ARTICLE III]

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ARTICLE IV

ACCOUNTS AND INVESTMENTS

Section 4.01. Collections. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture including, without limitation, all funds and other property payable to the Indenture Trustee in connection with the Collateral (collectively, the “Collections”). The Indenture Trustee shall hold all such money and property received by it as part of the Collateral and shall apply it as provided in this Indenture.

Section 4.02. Accounts.

(a) Accounts; Deposits to and Distributions from Accounts. On or before the Effective Date, the Issuer shall cause to be established and maintained one or more Qualified Accounts (collectively, the “Collection Account”) in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty. All collections received from the Master Trust pursuant to Section 5.01 of the Pooling and Servicing Agreement as supplemented by the Series 2004-MC Supplement shall be deposited into the Collection Account. From time to time in connection with the issuance of a series or class of Notes, the Indenture Trustee may establish one or more Qualified Accounts denominated as “Supplemental Accounts” in the name of the Indenture Trustee. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty. If, at any time, the institution holding the Collection Account ceases to be a Qualified Institution, the Issuer shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Note Rating Agency may consent in writing) establish a new Collection Account that is a Qualified Account and shall transfer any cash and/or investments to such new Collection Account. From the date such new Collection Account is established, it shall be the “Collection Account.” Supplemental Accounts shall be created as specified in the applicable Indenture Supplement. Any Supplemental Account shall receive deposits as set forth in the applicable Indenture Supplement.

(b) All payments to be made from time to time by or on behalf of the Indenture Trustee to Noteholders out of funds in the Accounts pursuant to this Indenture shall be made by or on behalf of the Indenture Trustee to the Paying Agent not later than 12:00 noon (central time) on the applicable Payment Date or earlier, if necessary, or as otherwise provided in Article V hereof or the applicable Indenture Supplement but only to the extent of available funds in the applicable Supplemental Account or sub-Account.

Section 4.03. Investment of Funds in the Accounts.

(a) Funds on deposit in the Accounts shall be invested and reinvested by the Indenture Trustee at the written direction of the Issuer in one or more Permitted Investments.

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The Issuer may authorize the Indenture Trustee to make specific investments pursuant to written instructions, in such amounts as the Issuer shall specify. Notwithstanding the foregoing, funds held by the Indenture Trustee in any of the Accounts shall be invested in Permitted Investments that will mature in each case no later than one day prior to the date on which such funds in the Accounts are scheduled to be transferred or distributed by the Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of principal or interest on the applicable Principal Payment Date or Interest Payment Date).

(b) All funds deposited from time to time in the Accounts pursuant to this Indenture and all investments made with such funds shall be held by the Indenture Trustee in the Accounts as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for the purposes set forth herein.

(c) Funds and other property in any of the Accounts shall not be commingled with any other funds or property of the Issuer or the Indenture Trustee. The Indenture Trustee shall:

(i) hold each Permitted Investment (other than those described in clause (c) of the definition thereof) that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of Minnesota;

(ii) maintain possession of each other Permitted Investment not described in clause (i) above (other than those described in clause (c) of the definition thereof) in the State of Minnesota separate and apart from all other property held by the Indenture Trustee; and

(iii) cause each Permitted Investment described in clause (c) of the definition thereof to be registered in the name of the Indenture Trustee by the issuer thereof;

provided, that, other than following an Event of Default and acceleration pursuant to Section 7.02, no Permitted Investment shall be disposed of prior to its maturity.

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Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Permitted Investment through an agent except as expressly permitted by this Section 4.03(c). Each term used in this Section 4.03(c) and defined in the New York UCC shall have the meaning set forth in the New York UCC.

(d) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Collection Account shall be treated as Available Funds and applied pursuant to Section 5.01 for such Transfer Date. Unless otherwise stated in the related Indenture Supplement, for purposes of determining the availability of funds or the balance in the Accounts for any reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be deemed not to be available or on deposit.

Subject to Section 8.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in such Accounts resulting from any loss on any Permitted Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity, in accordance with their terms.

(e) Funds on deposit in the Accounts shall be invested and reinvested by the Indenture Trustee to the fullest extent practicable, in such manner as the Indenture Trustee shall from time to time determine, but only in one or more Permitted Investments, upon the occurrence of any of the following events:

(i) the Issuer shall have failed to give investment directions to the Indenture Trustee; or

(ii) an Event of Default shall have occurred and is continuing but no Notes have been declared due and payable pursuant to Section 7.02.

[END OF ARTICLE IV]

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ARTICLE V

ALLOCATIONS DEPOSITS AND PAYMENTS

Section 5.01. Allocations of Available Funds. With respect to each Monthly Period, the Servicer shall allocate to each series of Notes its portion of Available Funds in an amount equal to the sum of (i) the sum of the Daily Available Funds Amounts for each day during such Monthly Period for such series of Notes, (ii) such series’ pro rata portion of Finance Charge Account Investment Proceeds allocated to Series 2004-MC pursuant to Section 5(b) of the Series 2004-MC Supplement with respect to the related Transfer Date based on the aggregate amount on deposit in the Finance Charge Account with respect to such series of Notes to the aggregate amount on deposit in the Finance Charge Account with respect to all series of Notes and (iii) such series’ pro rata portion of Principal Account Investment Proceeds allocated to Series 2004-MC pursuant to Section 5(b) of the Series 2004-MC Supplement with respect to the related Transfer Date based on the aggregate amount on deposit in the Principal Account with respect to such series of Notes to the aggregate amount on deposit in the Principal Account with respect to all series of Notes for application in accordance with the related Indenture Supplement.

Section 5.02. Allocations of Available Principal Amounts. With respect to each Monthly Period, the Servicer shall allocate all Available Principal Amounts to each series of Notes with a Monthly Principal Payment for such Monthly Period in an amount equal to its Monthly Principal Payment; provided, however, that in the event that Available Principal Amounts for any Monthly Period are less than the aggregate Monthly Principal Payments for all series of Notes, Available Principal Amounts shall be allocated to each series of Notes with a Monthly Principal Payment for such Monthly Period in an amount equal to the lesser of (a) the sum of the Daily Principal Amounts for each day during such Monthly Period for such series of Notes and (b) the Monthly Principal Payment for such series of Notes for such Monthly Period for application in accordance with the related Indenture Supplement; provided further, however, that any excess Available Principal Amounts identified in the application of clause (a) of the preceding proviso, or in the application of this proviso, shall be allocated to each series of Notes that has not been allocated sufficient Available Principal Amounts to cover its full Monthly Principal Payment up to the amount of such insufficiency pro rata (based on the ratio of the Weighted Average Principal Allocation Amount for such series of Notes for such Monthly Period to the Weighted Average Principal Allocation Amount for all series of Notes with an unpaid Monthly Principal Payment for such Monthly Period) for application in accordance with the related Indenture Supplement.

Section 5.03. Final Payment. Each class of Notes shall be considered to be paid in full, the Holders of such class of Notes shall have no further right or claim, and the Issuer shall have no further obligation or liability with respect to such class of Notes, on the earliest to occur of:

(a) the date of the payment in full of the Stated Principal Amount of and all accrued interest on that class of Notes;

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(b) the date on which the Outstanding Dollar Principal Amount of such Notes, after giving effect to all deposits, allocations, reallocations, sales of Receivables and payments to be made on such date, is reduced to zero, and all accrued interest on such Notes is paid in full; or

(c) on the Legal Maturity Date of such Notes, after giving effect to all deposits, allocations, reallocations, sales of Receivables and payments to be made on such date.

Section 5.04. Payments within a Series or Class. All payments of principal, interest or other amounts to Holders of the Notes of a series or class shall be made in accordance with the related Indenture Supplement.

[END OF ARTICLE V]

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ARTICLE VI

SATISFACTION AND DISCHARGE

Section 6.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series or class of Notes (except as to any surviving rights of transfer or exchange of Notes of that series or class expressly provided for herein or in the form of Note for that series or class), and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to that series or class, when:

(a) all Notes of that series or class theretofore authenticated and delivered (other than (A) Notes of that series or class which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (B) Notes of that series or class for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from that trust, as provided in Section 11.03) have been delivered to the Indenture Trustee canceled or for cancellation;

(b) the Issuer has paid or caused to be paid all other sums payable hereunder (including payments to the Indenture Trustee pursuant to Section 8.07) by the Issuer with respect to the Notes of that series or class; and

(c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes of that series or class have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series or class of Notes, the obligations of the Issuer to the Indenture Trustee with respect to that series or class under Section 8.07 and the obligations of the Indenture Trustee under Sections 6.02 and 11.03 shall survive such satisfaction and discharge.

Section 6.02. Application of Trust Money. All money and obligations deposited with the Indenture Trustee pursuant to Section 6.01 or Section 6.03 and all money received by the Indenture Trustee in respect of such obligations shall be held in trust and applied by it, in accordance with the provisions of the series or class of Notes in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment that money and obligations have been deposited with or received by the Indenture Trustee; but that money and obligations need not be segregated from other funds held by the Indenture Trustee except to the extent required by law.

Section 6.03. Cancellation of Notes Held by the Issuer or Transferor. If the Issuer, the Transferor or any of their Affiliates holds any Notes, that Holder may, subject to any provisions of a related Indenture Supplement limiting the repayment of subordinated classes of Notes, by notice from that Holder to the Indenture Trustee cause that Note to be canceled,

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whereupon (a) the Note shall no longer be Outstanding, and (b) the Issuer shall cause the Investor Interest of the Collateral Certificate to be reduced by an amount equal to the Nominal Liquidation Amount of that cancelled Note.

[END OF ARTICLE VI]

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default. “Event of Default,” wherever used herein, means with respect to any series or class of Notes any one of the following events (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either expressly stated to be inapplicable to a particular series or class or specifically deleted or modified in the applicable Indenture Supplement creating such series or class of Notes or in the form of Note for such series or class:

(a) with respect to any class of Notes, a default by the Issuer in the payment of any interest on such Notes when such interest becomes due and payable, and continuance of such default for a period of thirty-five (35) days following the date on which such interest became due and payable;

(b) with respect to any class of Notes, a default by the Issuer in the payment of the principal amount of such Notes at the applicable Legal Maturity Date;

(c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this Indenture in respect of the Notes of such series or class (other than a covenant or warranty in respect of the Notes of such series or class a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in this Indenture which are not expressly stated to be for the benefit of a particular series and class of Notes being deemed to be in respect of the Notes of all series or classes for this purpose, and continuance of such default or breach for a period of sixty (60) days after there has been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such series or class, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder and, as a result of such default, the interests of the Holders of the Notes of such series or class are materially and adversely affected and continue to be materially and adversely affected during the sixty (60) day period;

(d) the entry of an order for relief against the Issuer under the Federal Bankruptcy Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Issuer a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days;

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(e) the consent by the Issuer to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer in furtherance of any such action; or

(f) with respect to any series or class, any additional Event of Default specified in the Indenture Supplement for such series or class as applying to such series or class, or specified in the form of Note for such series or class.

Section 7.02. Acceleration of Maturity, Rescission and Annulment.

(a) If an Event of Default described in clause (a), (b), (c) or (f) (if the Event of Default under clause (c) or (f) is with respect to less than all series and classes of Notes then Outstanding) of Section 7.01, occurs and is continuing with respect to any series or class, then and in each and every such case, unless the principal of all the Notes of such series or class shall have already become due and payable, the Indenture Trustee may, and shall, at the direction of the Majority Holders of the Notes of such series or class then Outstanding hereunder (each such series or class acting as a separate class), by notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), may declare the Outstanding principal amount of all the Notes of such series or class then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture, the related Indenture Supplement or in the Notes of such series or class to the contrary notwithstanding. Such payments are subject to Article V and the allocation, deposits and payment sections of the related Indenture Supplement.

(b) If an Event of Default described in clause (c) or (f) (if the Event of Default under clause (c) or (f) is with respect to all series and classes of Notes then Outstanding) of Section 7.01 occurs and is continuing, then and in each and every such case, unless the principal of all the Notes shall have already become due and payable, the Indenture Trustee may, and shall, at the direction of the Majority Holders of all the Notes then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), may declare the Outstanding principal amount of all the Notes then Outstanding and all interest accrued or principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, notwithstanding anything in this Indenture, the related Indenture Supplements or the Notes to the contrary.

(c) If an Event of Default described in clause (d) or (e) of Section 7.01 occurs and is continuing, then the Notes of all series and classes shall automatically be and become immediately due and payable by the Issuer, without notice or demand to any Person, and the Issuer shall automatically and immediately be obligated to pay off the Notes.

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At any time after such a declaration of acceleration has been made with respect to the Notes of any series or class and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article VII, provided, the Majority Holders of such series or classes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay (i) all overdue installments of interest on the Notes of such series or class, (ii) the principal of any Notes of such series or class which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of the Notes of such series or class, to the extent that payment of such interest is lawful, (iii) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Notes of such series or class to the extent that payment of such interest is lawful, and (iv) all sums paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07; and

(b) all Events of Default with respect to such series or class of Notes, other than the nonpayment of the principal of the Notes of such series or class which has become due solely by such acceleration, have been cured or waived as provided in Section 7.16.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 7.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. The Issuer covenants that if:

(a) the Issuer defaults in the payment of interest on any series or class of Notes when such interest becomes due and payable and such default continues for a period of thirty-five (35) days following the date on which such interest became due and payable, or

(b) the Issuer defaults in the payment of the principal of any series or class of Notes at the Legal Maturity Date thereof;

and any such default continues beyond any specified grace period provided with respect to such series or class of Notes, the Issuer shall, upon demand of the Indenture Trustee, pay (subject to the allocation provided in Article V, this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the benefit of the Holders of any such Notes of the affected series or class, the whole amount then due and payable on any such Notes for principal and interest, with interest, to the extent that payment of such interest will be legally enforceable, upon the overdue principal and upon overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of interest applicable to the stated principal amount thereof, unless otherwise specified in the applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the applicable Indenture Supplement, and in addition thereto, shall pay such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07.

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If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes of such series or class and collect the money adjudged or decreed to be payable in the manner provided by law out of the Collateral or any other obligor upon such Notes, wherever situated.

Section 7.04. Indenture Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise,

(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 8.07) and of the Noteholders allowed in such judicial proceeding, and

(ii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 8.07.

Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Section 7.05. Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes of any series or class may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes of such series or class or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the

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reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agent and counsel, be for the ratable benefit of the Holders of the Notes of the series or class in respect of which such judgment has been recovered.

Section 7.06. Application of Money Collected. Any money or other property collected by the Indenture Trustee with respect to a series or class of Notes pursuant to this Article VII shall be applied in the following order, at the date or dates fixed by the Indenture Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Notes of such series or class and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

(a) first, to the payment of all amounts due the Indenture Trustee under Section 8.07(a);

(b) second, to the payment of the amounts then due and unpaid upon the Notes of that series or class for principal and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (but subject to the allocation provided in Article V of this Indenture and the related Indenture Supplements), according to the amounts due and payable on such Notes for principal and interest, respectively; and

(c) third, to the Issuer.

Section 7.07. Indenture Trustee May Elect to Hold the Collateral Certificate. Following an acceleration of any series or class of Notes, the Indenture Trustee may elect to continue to hold the Collateral Certificate and apply distributions on the Collateral Certificate in accordance with the regular distribution provisions pursuant to Article V of this Indenture, except that principal shall be paid on the accelerated class of Notes to the extent funds are received from the Master Trust and allocated to the accelerated class, and payment is permitted by the subordination provisions of the accelerated class.

Section 7.08. Sale of Collateral Certificate for Accelerated Notes. In the case of a series of Notes that has been accelerated following an Event of Default, the Indenture Trustee may, and at the direction of the Majority Holders of that series of Notes shall, cause the Master Trust to sell the Collateral Certificate, to the extent of the Notes’ pro rata portion, in an amount up to the Nominal Liquidation Amount of such series of Notes plus any accrued, past due and additional interest on such series or class, but only if at least one of the following conditions is met:

(i) the Holders of 90% of the aggregate Outstanding Dollar Principal Amount of such accelerated series of Notes shall have consented thereto; or

(ii) the net proceeds of such sale (plus amounts on deposit in the applicable sub-Accounts) would be sufficient to pay all outstanding amounts due on such accelerated series of Notes; or

(iii) if the Indenture Trustee shall have determined that the funds to be allocated to the accelerated series of Notes may not be sufficient on an ongoing basis to

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make all payments on such Notes as such payments would have become due if such series of Notes had not been declared due and payable, and the Holders of not less that 66 ²/3% of the aggregate Outstanding Dollar Principal Amount of Notes of such accelerated series, as applicable, consent to such sale.

Section 7.09. Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee. The Majority Holders of any accelerated series or class of Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee. This right may be exercised only if the direction provided by the Noteholders does not conflict with applicable law or this Indenture and does not have a substantial likelihood of involving the Indenture Trustee in personal liability.

Section 7.10. Limitation on Suits. No Holder of any Note of any series or class shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default with respect to Notes of such series or class;

(b) the Holders of not less than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of such series or class have made written request to the Indenture Trustee to institute proceedings in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Majority Holders of such series or class;

it being understood and intended that no one or more Holders of Notes of such series or class shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such series or class, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Notes of such series or class.

Section 7.11. Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the

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principal of and interest on such Note on the Legal Maturity Date expressed in the related Indenture Supplement and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder; provided, however, that notwithstanding any other provision of this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any other amount payable to any Noteholder shall be without recourse to the Transferor, AFCO Acceptance, AFCO Credit, the Indenture Trustee, the Owner Trustee or any affiliate, officer, employee or director of any of them, and the obligation of the Issuer to pay principal of or interest on the Notes or any other amount payable to any Noteholder shall be subject to Article V and the allocation and payment provisions of the Indenture Supplements.

Section 7.12. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding had been instituted.

Section 7.13. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.14. Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 7.15. Control by Noteholders. The Majority Holders of any series or class shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee with respect to the Notes of such series or class, provided that:

(a) the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith shall, by an Indenture Trustee Authorized Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and

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(b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the Indenture Trustee which is not inconsistent with such direction.

Section 7.16. Waiver of Past Defaults. The Majority Holders of any series or class may on behalf of the Holders of all the Notes of such series or class waive any past default hereunder or under the related Indenture Supplement with respect to such series or class and its consequences, except a default not theretofore cured:

(a) in the payment of the principal of or interest on any Note of such series or class, or

(b) in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of the Holder of each Outstanding Note of such series or class.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 7.17. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Indenture Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of any series or class to which the suit relates, or to any suit instituted by any Noteholders for the enforcement of the payment of the principal of or interest on any Note on or after the applicable Legal Maturity Date expressed in such Note.

Section 7.18. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

[END OF ARTICLE VII]

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ARTICLE VIII

THE INDENTURE TRUSTEE

Section 8.01. Certain Duties and Responsibilities.

(a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Notes of any series or classes, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee.

(b) In the absence of bad faith on its part, the Indenture Trustee may, with respect to Notes of any series or class, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein.

(c) In case an Event of Default with respect to any series or class of Notes has occurred and is continuing, the Indenture Trustee shall exercise with respect to the Notes of such series or class such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a fiduciary would exercise or use under the circumstances in the conduct of such person’s own affairs.

(d) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) clause (d) shall not be construed to limit the effect of clause (a) of this Section;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by an Indenture Trustee Authorized Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts;

(iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Majority Holders of any series or class relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Notes of such series or class; and

(iv) no provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights

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or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to the Indenture Trustee against such risk or liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section.

Section 8.02. Notice of Defaults. Within ninety (90) days after the occurrence of any default hereunder with respect to Notes of any series or class,

(a) the Indenture Trustee shall transmit by mail to all Registered Noteholders of such series or class, as their names and addresses appear in the Note Register, notice of such default hereunder known to the Indenture Trustee, and

(b) the Indenture Trustee shall give prompt written notification thereof to the Note Rating Agencies, unless such default shall have been cured or waived;

provided, however, that, except in the case of a default in the payment of the principal of or interest on any Note of such series or class, the Indenture Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Indenture Trustee Authorized Officers of the Indenture Trustee in good faith determine that the withholding of such notice is in the interests of the Noteholders of such series or class. For the purpose of this Section, the term “default,” with respect to Notes of any series or class, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes of such series or class.

Section 8.03. Certain Rights of Indenture Trustee. Except as otherwise provided in Section 8.01:

(a) the Indenture Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officer’s Certificate;

(c) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d) the Indenture Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

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(e) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney;

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

(h) the Indenture Trustee shall not be responsible for filing any financing statements or continuation statements in connection with the Notes, but shall cooperate with the Issuer in connection with the filing of such financing statements or continuation statements.

Section 8.04. Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except the certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of Notes or the proceeds thereof.

Section 8.05. May Hold Notes. The Indenture Trustee, any Paying Agent, the Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may, become the owner or pledgee of Notes and, subject to Sections 8.08 and 8.13, may otherwise deal with the Issuer with the same rights it would have if it were not Indenture Trustee, Paying Agent, Note Registrar or such other agent.

Section 8.06. Money Held in Trust. Money held by the Indenture Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Indenture Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.

Section 8.07. Compensation and Reimbursement, Limit on Compensation, Reimbursement and Indemnity.

(a) The Issuer agrees

(i) to pay to the Indenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

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(ii) except as otherwise expressly provided herein, to reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(iii) to indemnify the Indenture Trustee for, and to hold it harmless against, any and all loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability (whether asserted by the Issuer, the Servicer, any Holder or any other Person) in connection with the exercise or performance of any of its powers or duties hereunder.

The Indenture Trustee shall have no recourse to any asset of the Issuer other than funds available pursuant to Section 7.06 or to any Person other than the Servicer or the Issuer.

(b) This Section shall survive the termination of this Indenture and the resignation or replacement of the Indenture Trustee under Section 8.10.

Section 8.08. Disqualification; Conflicting Interests. If the Indenture Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Indenture Trustee shall, if so required by the Trust Indenture Act, either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. Nothing herein shall prevent the Indenture Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 3.10(b) of the Trust Indenture Act.

Section 8.09. Corporate Indenture Trustee Required; Eligibility. There shall at all times be an Indenture Trustee hereunder with respect to each series or class of Notes, which shall be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority, and having a rating of at least BBB- by Standard & Poor’s. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Issuer may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Issuer, serve as Indenture Trustee. If at any time the Indenture Trustee with respect to any series or class of Notes shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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Section 8.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Indenture Trustee under Section 8.11.

(b) The Indenture Trustee may resign with respect to any series or class of Notes at any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a successor Indenture Trustee shall not have been delivered to the Indenture Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(c) The Indenture Trustee may be removed with respect to any series or class of Notes at any time by Act of the Majority Holders of that series or class, delivered to the Indenture Trustee and to the Issuer.

(d) If at any time:

(i) the Indenture Trustee fails to comply with Section 3.10(b) of the Trust Indenture Act with respect to any series or class of Notes after written request therefor by the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that series or class for at least six (6) months, or

(ii) the Indenture Trustee ceases to be eligible under Section 8.09 with respect to any series or class of Notes and fails to resign after written request therefor by the Issuer or by any such Noteholder, or

(iii) the Indenture Trustee becomes incapable of acting with respect to any series or class of Notes, or

(iv) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the Indenture Trustee or of its property is appointed or any public officer takes charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Issuer may remove the Indenture Trustee, with respect to the series or class, or in the case of clause (iv), with respect to all series or classes, or (B) subject to Section 7.17, any Noteholder who has been a bona fide Holder of a Note of such series and class for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee with respect to such series or class and the appointment of a successor Indenture Trustee with respect to the series or class, or, in the case of clause (iv), with respect to all series and classes.

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(e) If the Indenture Trustee resigns, is removed or becomes incapable of acting with respect to any series or class of Notes, or if a vacancy shall occur in the office of the Indenture Trustee with respect to any series or class of Notes for any cause, the Issuer shall promptly appoint a successor Indenture Trustee for that series or class of Notes. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee with respect to such series or class of Notes is appointed by Act of the Majority Holders of such series or class delivered to the Issuer and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee with respect to such series or class and supersede the successor Indenture Trustee appointed by the Issuer with respect to such series or class. If no successor Indenture Trustee with respect to such series or class shall have been so appointed by the Issuer or the Noteholders of such series or class and accepted appointment in the manner hereinafter provided, any Noteholder who has been a bona fide Holder of a Note of that series or class for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee with respect to such series or class.

(f) The Issuer shall give written notice of each resignation and each removal of the Indenture Trustee with respect to any series or class and each appointment of a successor Indenture Trustee with respect to any series or class to each Noteholder as provided in Section 1.06 and to each Note Rating Agency. Each notice shall include the name of the successor Indenture Trustee and the address of its principal Corporate Trust Office.

Section 8.11. Acceptance of Appointment by Successor. Every successor Indenture Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the predecessor Indenture Trustee an instrument accepting such appointment, with a copy to the Note Rating Agencies, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective with respect to any series or class as to which it is resigning or being removed as Indenture Trustee, and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to any such series or class; but, on request of the Issuer or the successor Indenture Trustee, such predecessor Indenture Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the predecessor Indenture Trustee, and shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such predecessor Indenture Trustee hereunder with respect to all or any such series or class, subject nevertheless to its lien, if any, provided for in Section 8.07. Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts.

In case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes of one or more (but not all) series or classes, the Issuer, the predecessor Indenture Trustee and each successor Indenture Trustee with respect to the Notes of any applicable series or class shall execute and deliver an Indenture Supplement which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to the Notes of any series or

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class as to which the predecessor Indenture Trustee is not being succeeded shall continue to be vested in the predecessor Indenture Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such Indenture Supplement shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee shall be Indenture Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee.

No successor Indenture Trustee with respect to any series or class of Notes shall accept its appointment unless at the time of such acceptance such successor Indenture Trustee shall be qualified and eligible with respect to that series or class under this Article.

Section 8.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. The Issuer shall give prompt written notice of such merger, conversion, consolidation or succession to the Note Rating Agencies. In case any Notes shall have been authenticated, but not delivered, by the Indenture Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Indenture Trustee had itself authenticated such Notes.

Section 8.13. Preferential Collection of Claims Against Issuer. If and when the Indenture Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Notes), the Indenture Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act. An Indenture Trustee who has resigned or been removed shall be subject to Section 311 (a) of the Trust Indenture Act to the extent provided therein.

Section 8.14. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an Authenticating Agent or Agents with respect to one or more series or classes of Notes that shall be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such series or classes issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Indenture Trustee or the Indenture Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Indenture Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less

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than $50,000,000 and, if other than the Issuer itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent for the Notes of all series and classes shall be Wells Fargo Bank, National Association.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Indenture Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Indenture Trustee, with the approval of the Issuer, may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give notice to each Noteholder as provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Issuer from time to time) reasonable compensation for its services under this Section, and the Indenture Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 8.07.

If an appointment with respect to one or more series or classes is made pursuant to this Section, the Notes of such series or classes may have endorsed thereon, in addition to the Indenture Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes of the series or classes

designated therein referred to in the within-

mentioned Indenture.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
By:
	As Authenticating Agent
By:
Authorized Signatory

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Section 8.15. Tax Returns. In the event the Issuer shall be required to file tax returns, the Servicer shall prepare or shall cause to be prepared such tax returns and shall provide such tax returns to the Owner Trustee or the Administrator for signature at least five (5) days before such tax returns are due to be filed. The Issuer, in accordance with the terms of each Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee at least five (5) days prior to the date it is required by law to be distributed to Noteholders. The Indenture Trustee, upon written request, shall furnish the Servicer with all such information known to the Indenture Trustee as may be reasonably requested and required in connection with the preparation of all tax returns of the Issuer, and shall, upon request, execute such returns. In no event shall the Indenture Trustee or the Owner Trustee be personally liable for any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law, including without limitation, federal, state or local income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto arising from a failure to comply therewith).

Section 8.16. Representations and Covenants of the Indenture Trustee. The Indenture Trustee represents, warrants and covenants that:

(i) The Indenture Trustee is a national banking association duly organized and validly existing under the federal laws of the Unites States;

(ii) The Indenture Trustee has full power and authority to deliver and perform this Indenture and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture and other documents to which it is a party; and

(iii) Each of this Indenture and other documents to which it is a party has been duly executed and delivered by the Indenture Trustee and constitutes its legal, valid and binding obligation in accordance with its terms.

Section 8.17. Custody of the Collateral. The Collateral Certificate shall be registered in the name of the Indenture Trustee and shall be delivered to and held by the Indenture Trustee in the State of Minnesota separate and apart from all other property held by the Indenture Trustee. The Indenture Trustee shall hold such of the Collateral as constitutes a Permitted Investment in accordance with Section 4.03(c). All other Collateral that is not described in the preceding two sentences (i) that constitutes investment property shall be held by

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the Indenture Trustee through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such securities intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Indenture Trustee), and (G) such agreement between such securities intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; and (ii) not described in clause (i) above shall be held by the Indenture Trustee in the State of New York separate and apart from all other property held by the Indenture Trustee. Notwithstanding any other provision of this Indenture, the Indenture Trustee shall not hold any Collateral through an agent except as expressly permitted by this Section 8.17 and Section 4.03(c). Each term used in this Section 8.17 and defined in the New York UCC shall have the meaning set forth in the New York UCC.

Section 8.18. Indenture Trustee’s Application for Instructions from the Issuer. Any application by the Indenture Trustee for written instructions from the Issuer may, at the option of the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the Indenture Trustee under and in accordance with this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective, provided that such application shall make specific reference to this Section 8.18. The Indenture Trustee shall not be liable for any action taken by, or omission of, the Indenture Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five (5) Business Days after the date any officer of the Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Indenture Trustee shall have received written instructions in response to such application specifying the action be taken or omitted.

[END OF ARTICLE VIII]

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ARTICLE IX

NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE,

ISSUER AND ADMINISTRATOR

Section 9.01. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer shall furnish or cause to be furnished to the Indenture Trustee:

(a) not more than fifteen (15) days after each Record Date, in each year in such form as the Indenture Trustee may reasonably require, a list of the names and addresses of the Registered Noteholders of such series or classes as of such date, and

(b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than fifteen (15) days before the time such list is furnished;

provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

Section 9.02. Preservation of Information; Communications to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Registered Noteholders contained in the most recent list furnished to the Indenture Trustee as provided in Section 9.01 and the names and addresses of Registered Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 9.01 upon receipt of a new list so furnished.

(b) If three (3) or more Holders of Notes of any series or class (hereinafter referred to as “applicants”) apply in writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each such applicant has owned a Note of such series or class for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Notes of such series or class or with the Holders of all Notes with respect to their rights under this Indenture or under such Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Indenture Trustee shall, within five (5) Business Days after the receipt of such application, at its election, either

(i) afford such applicants access to the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), or

(ii) inform such applicants as to the approximate number of Holders of Notes of such series or class or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application.

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If the Indenture Trustee shall elect not to afford such applicants access to such information, the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a Registered Note of such series or class or to all Registered Noteholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Indenture Trustee in accordance with Section 9.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five (5) days after such tender, the Indenture Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such mailing would be contrary to the best interests of the Holders of Notes of such series or class or all Noteholders, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Indenture Trustee shall mail copies of such material to all Registered Noteholders of such series or class or all Registered Noteholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Indenture Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Indenture Trustee that neither the Issuer nor the Indenture Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Notes in accordance with Section 9.02(b), regardless of the source from which such information was derived, and that the Indenture Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 9.02(b).

Section 9.03. Reports by Indenture Trustee.

(a) The term “reporting date” as used in this Section means [            ]. Within sixty (60) days after the reporting date in each year, beginning in 2005, the Indenture Trustee shall transmit to Noteholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture. Act, a brief report dated as of such reporting date if required by Section 313 (a) of the Trust Indenture Act.

(b) To the extent required by the Trust Indenture Act, the Indenture Trustee shall mail each year to all Registered Noteholders, with a copy to the Note Rating Agencies a report concerning:

(i) Its eligibility and qualifications to continue as trustee under this Indenture;

(ii) any amounts advanced by the Indenture Trustee under this Indenture.

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(iii) the amount, interest rate and maturity date of indebtedness owing by the Issuer to the Indenture Trustee in the Indenture Trustee’s individual capacity;

(iv) the property and funds physically held by the Indenture Trustee as Indenture Trustee;

(v) any release or release and substitution of Collateral subject to the lien of this Indenture which has not previously been reported; and

(vi) any action taken by the Indenture Trustee that materially affects the Notes and that has not previously been reported.

(c) The Indenture Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture Act.

(d) A copy of each such report shall, at the time of such transmission to Noteholders, be filed by the Indenture Trustee with each stock exchange upon which the Notes are listed, and also with the Commission. The Issuer shall notify the Indenture Trustee when the Notes are admitted to trading on any stock exchange.

Section 9.04. Meetings of Noteholders; Amendments and Waivers.

(a) The Indenture Trustee may call a meeting of the Noteholders of a series or class at any time. The Indenture Trustee shall call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such series or class. In any case, a meeting shall be called after notice is given to the Noteholders pursuant to Section 1.06.

(b) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of that series or class, as the case may be. For any vote, request, demand, authorization, direction, notice, consent, waiver or other action provided by the Series 2004-MC Supplement to be given or taken by the holder of the Collateral Certificate, any resolution presented at any meeting at which the Majority Holders of all Outstanding Notes is present may be adopted by the affirmative vote of the Majority Holders of all Outstanding Notes. However, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a series or class or all Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of that series or class or all Outstanding Notes, as the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture shall be binding on all Noteholders of the affected series or class.

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(c) The quorum at any meeting shall be persons holding or representing the Majority Holders of a series or class or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning a consent, waiver, request, demand, notice, authorization, direction or other action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a series or class or all Notes, as applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such series or class or all Notes shall constitute a quorum.

(d) The ownership of Registered Notes shall be proved by the Note Register.

(e) The Issuer may make reasonable rules for other matters relating to action by or a meeting of Noteholders not otherwise covered by this Section.

Section 9.05. Reports by Issuer to the Commission. The Issuer shall:

(a) file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Indenture Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c) transmit by mail to all Registered Noteholders, as their names and addresses appear in the Note Register, within thirty (30) days after the filing thereof with the Indenture Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

Section 9.06. Reports by Indenture Trustee. The Indenture Trustee shall report to the Issuer with respect to the amount on deposit in the Accounts, and the identity of the investments included therein, as the Issuer may from time to time reasonably request which, absent the occurrence of an Event of Default hereunder, shall not occur more often than monthly.

Section 9.07. Monthly Noteholders’ Statement. On each Transfer Date the Issuer shall, in cooperation with the Servicer of the Master Trust, complete and deliver to the Indenture Trustee and the Master Trust Trustee (with a copy to each Note Rating Agency) a Monthly Noteholders’ Statement.

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Section 9.08. Payment Instruction to Master Trust.

(a) Promptly after the receipt by the Issuer of each Monthly Servicer’s Certificate under the Series 2004-MC Supplement, the Issuer shall, in cooperation with the Servicer of the Master Trust, complete the Payment Instruction and deliver a copy thereof to the Indenture Trustee and the Master Trust Trustee.

(b) From time to time, the Issuer shall notify the Servicer under the Series 2004-MC Supplement of the information necessary to be provided by the Issuer under Section 5.2 of the Pooling and Servicing Agreement as supplemented by the Series 2004-MC Supplement to calculate the Investor Interest and the Principal Allocation Investor Interest of the Collateral Certificate.

[END OF ARTICLE IX]

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ARTICLE X

INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING AND

SERVICING AGREEMENT AND AMENDMENTS TO THE TRUST AGREEMENT

Section 10.01. Supplemental Indentures Without Consent of Noteholders. Without the consent of the Holders of any Notes but with prior notice to each Note Rating Agency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment shall not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future, may amend this Indenture or any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes:

(a) to evidence the succession of another Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or

(b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Holders of the Notes of any or all series or classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series or classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series or classes); or

(c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or

(d) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or

(e) to establish any form of Note, as provided in Article II, and to provide for the issuance of any series or class of Notes as provided in Article III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any series or class; or

(f) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder with respect to one or more series or classes of Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or

(g) to add any additional Early Redemption Events or Events of Default in respect of the Notes of any or all series or classes (and if such additional Events of Default are to be in respect of less than all series or classes of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series or classes); or

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(h) to provide for the consolidation of the Master Trust and the Issuer into a single Entity or the transfer of assets in the Master Trust to the Issuer after the termination of all series of Investor Certificates (other than the Collateral Certificate); or

(i) if one or more additional Sellers under the Pooling and Servicing Agreement are added to, or replaced under, the Pooling and Servicing Agreement, or one or more additional Administrators under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or

(j) to provide for the inclusion in the Owner Trust of additional collateral (in addition to the Collateral Certificate) and the issuance of Notes backed by any such additional collateral;

(k) to provide for additional or alternative credit enhancement for any class of Notes; or

(l) to qualify for sale treatment under generally accepted accounting principles.

Additionally, notwithstanding any provision of this Article X to the contrary, this Indenture or any Indenture Supplement may be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes under this Indenture or any Indenture Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment shall not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agencies have provided written confirmation that such amendment shall not have a Ratings Effect.

Section 10.02. Supplemental Indentures with Consent of Noteholders. With prior notice to each applicable Note Rating Agency and the consent of not less than 66 ²/3% in Outstanding Dollar Principal Amount of each class affected by such amendment of this Indenture or any Indenture Supplement by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee, upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion, may enter into an amendment of this Indenture or such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of each such series or class under this Indenture or any Indenture Supplement; provided, however, that no such amendment or Indenture Supplement shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Principal Payment Date or Legal Maturity Date of any Note;

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(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;

(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its maturity;

(d) impair the right to institute suit for the enforcement of any payment on any Note;

(e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of any series or class, the consent of whose Holders is required for any such Indenture Supplement, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture;

(f) modify any of the provisions of this Section or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g) permit the creation of any lien or other encumbrance on the Collateral that secures any class of Notes that is prior to the lien in favor of the Holders of the Notes of such class;

(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;

(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or

(j) make any other amendment not permitted by Section 10.01.

An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series or class of Notes, or which modifies the rights of the Holders of Notes of such series or class with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series or class.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment or Indenture Supplement, but it shall be sufficient if such Act shall approve the substance thereof.

Section 10.03. Execution of Indenture Supplements. In executing or accepting the additional trusts created by any amendment of this Indenture or Indenture Supplement

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permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall receive, and (subject to Section 8.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Indenture Trustee may, but shall not (except to the extent required in the case of an amendment or Indenture Supplement entered into under Section 10.01(d) or 10.01(f )) be obligated to, enter into any such Indenture Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 10.04. Effect of Indenture Supplements. Upon the execution of any amendment of this Indenture or Indenture Supplement under this Article, this Indenture shall be modified in accordance therewith with respect to each series or class of Notes affected thereby, or all Notes, as the case may be, and such amendment or Indenture Supplement shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby to the extent provided therein.

Section 10.05. Conformity with Trust Indenture Act. Every amendment of this Indenture or Indenture Supplement executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 10.06. Reference in Notes to Indenture Supplements. Notes authenticated and delivered after the execution of any amendment of this Indenture or Indenture Supplement pursuant to this Article may, and shall if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment or Indenture Supplement. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment or Indenture Supplement may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

Section 10.07. Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Seller and the Master Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates.

For purposes of any vote or consent under the Pooling and Servicing Agreement or any supplement thereto:

(i) that requires the consent or vote of each Investor Certificateholder, each Noteholder shall be treated as an Investor Certificateholder under the Pooling and Servicing Agreement and any related supplement thereto;

(ii) that requires the consent or vote of any series of Investor Certificates, each series of Notes shall be treated as a series of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto; and

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(iii) that requires the consent or vote of any class of Investor Certificates, each class of Notes shall be treated as a class of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto.

By their acceptance of a Note, each Noteholder shall be deemed to have consented to any amendment to the Pooling and Servicing Agreement, the Series 2004-MC Supplement, the Trust Agreement and any other document or agreement relating to any of the foregoing for the purpose of providing for the transfer of Receivables from the Transferor (or any additional seller under the Pooling and Servicing Agreement) to a bankruptcy remote special purpose entity and from such entity to the Master Trust and the substitution of a bankruptcy remote special purpose entity as the Administrator of the Issuer.

Section 10.08. Amendments to the Trust Agreement.

(a) Subject to the provisions of the Trust Agreement, without the consent of the Holders of any Notes or the Indenture Trustee, the Owner Trustee (at the written direction of the Administrator) and the Administrator may amend the Trust Agreement so long as such amendment shall not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future.

(b) Subject to the provisions of the Trust Agreement, (A) in the case of a significant change in the permitted activities of the Issuer which is not materially adverse to Holders of the Notes, with the consent of the Majority Holders of each class of Notes affected by such change, and (B) in all other cases, with the consent of the Holders of not less than 66 ²/3% in Outstanding Dollar Principal Amount of the Outstanding Notes affected by such amendment, by Act of said Holders delivered to the Master Trust Trustee, the Transferor and the Owner Trustee (at the written direction of the Administrator) may amend the Trust Agreement for the purpose of adding, changing or eliminating any provisions of the Trust Agreement or of modifying the rights of those Noteholders.

Section 10.09. Notice. If the Issuer, as holder of the Collateral Certificate for the benefit of the Noteholders, receives a request for a consent to any amendment, modification, waiver or supplement under this Indenture, the Pooling and Servicing Agreement, the Trust Agreement or other document contemplated herein, the Issuer shall forthwith provide notice of such proposed amendment, modification, waiver or supplement, as provided in Section 1.06, to each Noteholder as of such date that is entitled to vote on a consent to such matter and to each Note Rating Agency. The Issuer shall request from such Noteholders directions as to (i) whether or not the Issuer should take or refrain from taking any action which the holder of the Collateral Certificate has the option to direct, (ii) whether or not to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Collateral Certificate and (iii) the casting of any vote with respect to the Collateral Certificate or the Noteholders of a series or class if a vote has been called for with respect thereto; provided, that, in directing any action or casting any vote or giving any consent as the holder of the Collateral Certificate, the Owner Trustee on behalf of the Issuer shall vote or consent with respect to such Collateral Certificate the applicable series or class, as the case may be, in the same proportion as the Notes were actually voted by Holders thereof as notified by such Noteholders to the Owner Trustee on

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behalf of the Issuer at least two (2) Business Days before the Owner Trustee on behalf of the Issuer takes such action or casts such vote or gives such consent.

[END OF ARTICLE X]

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ARTICLE XI

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

Section 11.01. Payment of Principal and Interest. With respect to each series or class of Notes, the Issuer shall duly and punctually pay the principal of and interest on such Notes in accordance with their terms and this Indenture, and shall duly comply with all the other terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the Notes of such series or class.

Section 11.02. Maintenance of Office or Agency. The Issuer shall maintain an office, agency or Paying Agent in each Place of Payment where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee its agent to receive all such presentations, surrenders, notices and demands.

Section 11.03. Money for Note Payments to be Held in Trust. The Paying Agent, on behalf of the Indenture Trustee, shall make distributions to Noteholders from the Collection Account or other applicable Account pursuant to the provisions of Article V of this Indenture or any Indenture Supplement and shall report the amounts of such distributions to the Indenture Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account or other applicable Account for the purpose of making the distributions referred to above. The Indenture Trustee may revoke such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture Supplement in any material respect. The Paying Agent upon removal shall return all funds in its possession to the Indenture Trustee.

The Issuer shall cause each Paying Agent (other than the Indenture Trustee) for any series or class of Notes to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so agrees), subject to the provisions of this Section, that such Paying Agent shall:

(a) hold all sums held by it for the payment of principal of or interest on Notes of such series or class in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes of such series or class) in the making of any such payment of principal or interest on the Notes of such series or class;

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(c) if such Paying Agent is not the Indenture Trustee, at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards described in this Section required to be met by a Paying Agent at the time of its appointment; and

(e) comply with all requirements of the Internal Revenue Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series or class of Notes or for any other purpose, pay, or by an Officer’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums held in trust by the Issuer or such Paying Agent in respect of each and every series or class of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of or interest on any Note of any series or class and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer upon request in an Officer’s Certificate, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. The Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer give notice to the Holders of the Notes as to which the money to be repaid was held in trust, as provided in Section 1.06, a notice that such funds remain unclaimed and that, after a date specified in the notice, which shall not be less than thirty (30) days from the date on which the notice was first mailed or published to the Holders of the Notes as to which the money to be repaid was held in trust, any unclaimed balance of such funds then remaining shall be paid to the Issuer free of the trust formerly impressed upon it.

The Issuer initially authorizes Wells Fargo Bank, National Association to act as Paying Agent for the Notes on its behalf. The Issuer may at any time and from time to time authorize one or more Persons (including the Indenture Trustee) to act as Paying Agent in addition to or in place of the Indenture Trustee with respect to any series or class of Notes issued under this Indenture.

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Each Paying Agent shall at all times have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by a United States Federal or State authority or be regulated by or subject to the supervision or examination of a governmental authority of a nation that is member of the Organization for Economic Co-operation and Development. If such Paying Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Paying Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition as so published.

Section 11.04. Statement as to Compliance. The Issuer shall deliver to the Indenture Trustee and the Note Rating Agencies, on or before [                    ] of each year, beginning in 2005, a written statement signed by an Issuer Authorized Officer stating that:

(a) a review of the activities of the Issuer during the prior year and of the Issuer’s performance under this Indenture and under the terms of the Notes has been made under such Issuer Authorized Officer’s supervision; and

(b) to the best of such Issuer Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant (without regard to any grace period or requirement of notice), specifying each such default known to such Issuer Authorized Officer and the nature and status thereof.

Section 11.05. Legal Existence. The Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence.

Section 11.06. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 11.07. Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the noncompliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes or this Indenture.

Section 11.08. Notice of Events of Default. The Issuer agrees to give the Indenture Trustee and the Note Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Master Trust or the Seller of its respective obligations under the Pooling and Servicing Agreement and any default of a Derivative Counterparty.

Section 11.09. Certain Negative Covenants. The Issuer shall not:

(a) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld in good faith from such payments under the Internal Revenue Code or other applicable tax law);

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(b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby;

(c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien in favor of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof, or

(d) permit the lien in favor of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty created by this Indenture not to constitute a valid first priority security interest in the Collateral; or

(e) voluntarily dissolve or liquidate.

Section 11.10. No Other Business. The Issuer shall not engage in any business other than as permitted under the Trust Agreement.

Section 11.11. No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for borrowed money except for the Notes.

Section 11.12. Rule 144A Information. For so long as any of the Notes of any series or class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Exchange Act, the Issuer agrees to provide to any Noteholder of such series or class and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the Securities Exchange Act.

Section 11.13. Performance of Obligations; Servicing of Receivables.

(a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Trust Agreement or such other instrument or agreement.

(b) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, any Indenture Supplement, the Trust Agreement and in the instruments and agreements relating to the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Trust Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided herein or

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therein, the Issuer shall not waive, amend, modify, supplement or terminate this Indenture, any Indenture Supplement or the Trust Agreement or any provision thereof without the consent of the Holders of a majority of the Outstanding Amount of the Notes of each adversely affected series or class.

(c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it shall not, without the prior written consent of the Indenture Trustee and a majority in Outstanding Amount of the Notes of each affected series or class, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in this Indenture or the Trust Agreement), or waive timely performance or observance by the Servicer of its obligations under the Pooling and Servicing Agreement; and (ii) that any such amendment, modification, waiver, supplement, termination or surrender shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, modification, waiver, supplement, termination or surrender without the consent of the Holders of all the Outstanding Notes. If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the Indenture Trustee and such Noteholders, the Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as are necessary or appropriate in the circumstances.

Section 11.14. Issuer May Consolidate, Etc., Only on Certain Terms.

(a) The Issuer shall not consolidate or merge with or into any other Person, unless:

(1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America or any state or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an Indenture Supplement, executed and delivered to the Indenture Trustee, in a form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default or Pay Out Event shall have occurred and be continuing;

(3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such Indenture Supplement comply with this Section 11.14, (ii) all conditions precedent in this Section 11.14 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such person;

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(4) the Issuer shall have received written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such consolidation or merger;

(5) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to any Noteholder; and

(6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(7) such action shall not be contrary to the status of the Issuer as a qualified special purpose entity under existing accounting literature.

(b) The Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, substantially as an entirety to any Person, unless:

(1) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state, or the District of Columbia, (B) expressly assume, by an Indenture Supplement, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such Indenture Supplement, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, (E) expressly agree by means of such Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the Notes and (F) not be an “investment company” as defined in the Investment Company Act;

(2) immediately after giving effect to such transaction, no Event of Default or Pay Out Event shall have occurred and be continuing;

(3) the Issuer shall have received written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such conveyance or transfer;

(4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to any Noteholder;

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(5) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such Indenture Supplement comply with this Section 11.14 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Section 11.15. Successor Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Issuer substantially as an entirety in accordance with Section 11.14 hereof, the Person formed by or surviving such consolidation or merger (if other than the Issuer) or the Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. In the event of any such conveyance or transfer, the Person named as the Issuer in the first paragraph of this Indenture or any successor which shall theretofore have become such in the manner prescribed in this Section 11.15 shall be released from its obligations under this Indenture as issued immediately upon the effectiveness of such conveyance or transfer, provided that the Issuer shall not be released from any obligations or liabilities to the Indenture Trustee or the Noteholders arising prior to such effectiveness.

Section 11.16. Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the Trust Agreement, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 11.17. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 11.18. Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (x) distributions as contemplated by, and to the extent funds are available for such purpose under, the Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section 8.07 hereof. The Issuer shall not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture or any Indenture Supplement.

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[END OF ARTICLE XI)

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ARTICLE XII

EARLY REDEMPTION OF NOTES

Section 12.01. Applicability of Article. Unless otherwise specified in the applicable Indenture Supplement related to a series or class of Notes, pursuant to the terms of this Article, the Issuer shall redeem and pay, provided that funds are available, each affected series or class of Notes upon the occurrence of any Early Redemption Event. Unless otherwise specified in the applicable Indenture Supplement relating to a series or class of Notes, or in the form of Notes for such series or class, the following are “Early Redemption Events”:

(a) with respect to any class of Notes, the occurrence of the Expected Principal Payment Date of such Note;

(b) the occurrence of any Pay Out Event as defined in the Pooling and Servicing Agreement or any Series 2004-MC Pay Out Event as described in the Series 2004-MC Supplement;

(c) The Issuer becomes an investment company within the meaning of the Investment Company Act; or

(d) with respect to any series or class of Notes, any additional Early Redemption Event specified in the Indenture Supplement for such series or class as applying to such series or class.

The redemption price of a class of Notes so redeemed shall equal the Outstanding principal amount of such class, plus interest accrued and unpaid to but excluding the date of redemption, the payment of which shall be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement.

If the Issuer is unable to pay the redemption price in full on the Monthly Principal Payment Date following the end of the Monthly Period in which the Early Redemption Event occurs, monthly payments on such class of Notes shall thereafter be made on each following Monthly Principal Payment Date until the Outstanding principal amount of such class, plus all accrued and unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Account for a redeemed class shall be applied to make the principal and interest payments on that class on the redemption date, subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Principal payments on redeemed classes shall be made first to the senior-most Notes until paid in full, then to the subordinated Notes until paid in full.

Section 12.02. Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a series or class of Notes, the Servicer has the right, but not the obligation, to redeem a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Nominal Liquidation Amount of such series or class is reduced to less than 10% of its Initial Dollar Principal Amount; provided, however, that if such series or class of Notes is of a subordinated class, the Servicer shall not redeem such Notes if the

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provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Servicer elects to redeem a series or class of Notes, it shall cause the Issuer to notify the Holders of such redemption at least thirty (30) days prior to the redemption date. The redemption price of a series or class so redeemed shall equal the Outstanding principal amount of such class, plus interest accrued and unpaid or principal accreted and unpaid on such class to but excluding the date of redemption, the payment of which shall be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement.

If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on such class of Notes shall thereafter be made until the Outstanding principal amount of such class, plus all accrued and unpaid interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Account for a redeemed class shall be applied to make the principal and interest payments on that class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed classes shall be made in accordance with the related Indenture Supplement.

Section 12.03. Notice. Promptly after the occurrence of any Early Redemption Event or a redemption pursuant to Section 12.02, the Issuer shall notify the Indenture Trustee and the Note Rating Agencies in writing of the identity, Stated Principal Amount and Outstanding Dollar Principal Amount of the affected series or class of Notes to be redeemed. Notice of redemption shall promptly be given as provided in Section 1.06. All notices of redemption shall state (a) the date on which the redemption of the applicable series or class of Notes pursuant to this Article shall begin, which will be the Principal Payment Date next following the end of the Monthly Period in which the applicable Early Redemption Event or redemption pursuant to Section 12.02, occurs, (b) the redemption price for such series or class of Notes, which will be equal to the Outstanding principal amount of such series or class plus interest accrued or principal accreted and unpaid (if any), the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement and (c) the series or class of Notes to be redeemed pursuant to this Article.

[END OF ARTICLE XII]

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ARTICLE XIII

COLLATERAL

Section 13.01. Recording, Etc.

(a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to Section 13.03, the Issuer shall take all actions necessary to obtain and maintain a perfected lien on and security interest in the Collateral in favor of the Indenture Trustee. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Issuer, and shall take such other action necessary or advisable to:

(i) grant a Security Interest more effectively in all or any portion of the Collateral;

(ii) maintain or preserve the Security Interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture;

(iv) enforce the Collateral Certificate, the Derivative Agreements and each other instrument or agreement included in the Collateral;

(v) preserve and defend title to the Collateral and the rights of the Indenture Trustee in such Collateral against the claims of all persons and parties; or

(vi) pay all taxes or assessments levied or assessed upon the Collateral when due.

(b) The Issuer shall from time to time promptly pay and discharge all financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, any amendments thereto and any other instruments of further assurance. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute upon the Issuer’s failure to do so, any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section.

(c) Without limiting the generality of clauses (a)(ii) or (a)(iii):

(i) The Issuer shall cause this Indenture, all amendments and supplements hereto and/or all financing statements and continuation statements and any other necessary documents covering the Indenture Trustee’s right, title and interest to the Collateral to be promptly recorded, registered and filed, and at all times to be kept, recorded, registered and filed, all in such manner and in such

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places as may be required by law fully to preserve and protect the right, title and interest of the Indenture Trustee to all property comprising the Collateral. The Issuer shall deliver to the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.

(ii) Within 30 days after the Issuer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (d)(i) seriously misleading within the meaning of Section 9-402(7) (or any comparable provision) of the UCC, the Issuer shall give the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Indenture Trustee’s security interest in the Collateral.

(d) The Issuer shall give the Indenture Trustee prompt notice of any relocation of its chief executive office, place of business or State of location, and any change in the jurisdiction of its organization, and whether, as a result of such relocation or change, the applicable provision of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Indenture Trustee’s security interest in the Collateral. The Issuer shall at all times maintain its chief executive office within the United States.

(e) The duty of the Indenture Trustee to execute any instrument required pursuant to this Section shall arise only if the Indenture Trustee has knowledge of the type described in Section 7.01(c) of any default of the Issuer in complying with the provisions of this Section.

Section 13.02. Trust Indenture Act Requirements. The release of any Collateral from the lien created by this Indenture or the release of, in whole or in part, such liens, shall not be deemed to impair the Security Interests in contravention of the provisions hereof if and to the extent the Collateral or liens are released pursuant to the terms hereof. The Indenture Trustee and each of the Noteholders and any applicable Derivative Counterparty acknowledge that a release of Collateral or liens strictly in accordance with the terms hereof shall not be deemed for any purpose to be an impairment of the Security Interests in contravention of the terms of this Indenture. To the extent applicable, without limitation, the Issuer and each other obligor on the Notes shall cause Trust Indenture Act Section 3.14(d) relating to the release of property or securities from the liens hereof to be complied with. Any certificate or opinion required by Trust Indenture Act Section 3.14(d) may be made by an officer of the appropriate obligor, except in cases in which Trust Indenture Act Section 3.14(d) requires that such certificate or opinion be made by an independent person.

Section 13.03. Suits To Protect the Collateral. Subject to the provisions of this Indenture, the Indenture Trustee shall have power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture, and such suits and proceedings as the

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Indenture Trustee may deem expedient to preserve or protect the interests of the Noteholders and any applicable Derivative Counterparty and the interests of the Indenture Trustee and the Holders of the Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interests or be prejudicial to the interests of the Holders of the Notes or the Indenture Trustee). No counterparties to a Derivative Agreement may direct the Indenture Trustee to enforce the Security Interest. Each Derivative Counterparty’s rights consist solely of the right to receive collections allocated for its benefit pursuant to the related Indenture Supplement.

Section 13.04. Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Indenture Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as applicable, to make any such sale or other transfer.

Section 13.05. Powers Exercisable by Receiver or Indenture Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article upon the Issuer or any other obligor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers thereof required by the provisions of this Article.

Section 13.06. Determinations Relating to Collateral. In the event (i) the Indenture Trustee shall receive any written request from the Issuer or any other obligor for consent or approval with respect to any matter or thing relating to any Collateral or the Issuer’s or any other obligor’s obligations with respect thereto or (ii) there shall be due to or from the Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or (iii) the Indenture Trustee shall become aware of any nonperformance by the Issuer or any other obligor of any covenant or any breach of any representation or warranty of the Issuer or any other obligor set forth in this Indenture, then, in each such event, the Indenture Trustee shall be entitled to hire experts, consultants, agents and attorneys to advise the Indenture Trustee on the manner in which the Indenture Trustee should respond to such request or render any requested performance or response to such nonperformance or breach (the expenses of which shall be reimbursed to the Agent and the Indenture Trustee pursuant to Section 8.07). The Indenture Trustee shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Majority Holders of the Outstanding Notes.

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Section 13.07. Release of Collateral.

(a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.

(b) Upon delivery of an Officer’s Certificate certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article, the Indenture Trustee shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interests created by this Indenture and (ii) not to be deemed to hold the Security Interests for the benefit of the Indenture Trustee, the Noteholders and any applicable Derivative Counterparty.

(c) The Transferor and the Noteholders shall be entitled to receive at least ten (10) days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Section 13.08. Certain Actions by Indenture Trustee. Any action taken by the Indenture Trustee pursuant to this Article in respect of the release of Collateral shall be taken by the Indenture Trustee as its interest in such Collateral may appear, and no provision of this Article is intended to, or shall, excuse compliance with any provision hereof.

Section 13.09. Opinions as to Collateral.

(a) On the Effective Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and maintain the perfection of the Security Interest granted by this Indenture in favor of the Indenture Trustee and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest perfected.

(b) On or before March 31 in each calendar year, beginning in 2005, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel with respect to each Uniform Commercial Code financing statement which has been filed by the Issuer either stating that, (i) in

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the opinion of such counsel, such action has been taken with respect to the recording, filing, rerecording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the first priority lien and Security Interest created by this Indenture and reciting the details of such action or (ii) in the opinion of such counsel no such action is necessary to maintain such lien and Security Interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the lien and Security Interest of this Indenture until March 31 in the following calendar year.

Section 13.10. Delegation of Duties. The Issuer may contract with or appoint other Persons (including the Transferor and its Affiliates) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by the Issuer.

[END OF ARTICLE XIII]

90

ARTICLE XIV

MISCELLANEOUS

Section 14.01. No Petition. The Indenture Trustee, by entering into this Indenture, each Derivative Counterparty, by designating that the obligations of the Issuer pursuant to the applicable Derivative Agreement are secured by the Collateral, and each Noteholder, by accepting a Note, agrees that it will not at any time institute against the Transferor, the Master Trust or the Issuer, or join in any institution against the Transferor, the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any Derivative Agreement.

Section 14.02. Trust Obligations. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, Administrator, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity).

Section 14.03. Limitations on Liability.

(a) It is expressly understood and agreed by the parties hereto that (i) this Indenture is executed and delivered by the Administrator not individually or personally but solely as Administrator, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Administrator but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Administrator individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to this Indenture and by any Person claiming by, through or under them and (iv) under no circumstances shall the Administrator be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any related documents.

(b) None of the Indenture Trustee, the Owner Trustee, the Transferor or any other Administrator of the Issuer or any of their respective officers, directors, employers or agents shall have any liability with respect to this Indenture, and recourse may be had solely to the Collateral pledged to secure the Notes issued by Mellon Bank PFL Master Note Trust.

Section 14.04. Tax Treatment. The Issuer and the Noteholders agree that the Notes are intended to be debt of the Transferor for federal, state and local income and franchise tax purposes and agree to treat the Notes accordingly for all such purposes, unless otherwise required by a taxing authority.

91

Section 14.05. Actions Taken by the Issuer. Any and all actions that are to be taken by the Issuer may be taken by either the Administrator or the Owner Trustee on behalf of the Issuer.

Section 14.06. Alternate Payment Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer, with the written consent of the Indenture Trustee, may enter into any agreement with any Holder of a Note providing for a method of payment or notice that is different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments or notices, as applicable, to be made in accordance with such agreements.

Section 14.07. Termination of Issuer. The Issuer and the respective obligations and responsibilities of the Indenture Trustee created hereby (other than the obligation of the Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except with respect to the duties described in Section 14.08(b), as provided in the Trust Agreement.

Section 14.08. Final Distribution.

(a) The Servicer shall give the Indenture Trustee at least thirty (30) days prior written notice of the Payment Date on which the Noteholders of any series or class may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such series or class specifying (i) the date upon which final payment of such series or class will be made upon presentation and surrender of Notes of such series or class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified. The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders.

(b) Notwithstanding a final distribution to the Noteholders of any series or class (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within six (6) months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact

92

the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Account held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two (2) years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.

Section 14.09. Termination Distributions. Upon the termination of the Issuer pursuant to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the Administrator or any of its designees, without recourse, representation or warranty, all of its right, title and interest in the Collateral, whether then existing or thereafter created, all monies due or to become due and all amounts received or receivable with respect thereto (including all moneys then held in any Account) and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 14.08(b). The Indenture Trustee shall execute and deliver such instruments of transfer and assignment as shall be provided to it, in each case without recourse, as shall be reasonably requested by the Administrator to vest in the Administrator or any of its designees all right, title and interest which the Indenture Trustee had in the Collateral and such other property.

Section 14.10. Derivative Counterpart as Third-Party Administrator. Each Derivative Counterparty is a third-party Administrator of this Indenture to the extent specified in the applicable Derivative Agreement or Indenture Supplement.

[END OF ARTICLE XIV]

93

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

MELLON BANK PFL MASTER NOTE TRUST, by [                        ], as Administrator
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and not in its individual capacity
By:
	Name:
	Title:

Acknowledged and Accepted:

AFCO ACCEPTANCE CORPORATION, as Servicer
By:
	Name:
	Title:
AFCO CREDIT CORPORATION, as Servicer
By:
	Name:
	Title:

94

STATE OF [            ]	)
	)ss:
COUNTY OF [            ]	)

On [    ], [    ], before me personally came                 , to me known, who, being by me duly sworn, did depose and say that he resides at                 ; that he is a                  of [                ], acting not in its individual capacity but solely as Administrator of the Mellon Bank PFL Master Note Trust, one of the parties described in and which executed the above instrument; that he knows the corporate seal of the Administrator; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that he signed his name thereto by like authority.

Name

[Notarial Seal]

95

STATE OF NEW YORK	)
	)ss:
COUNTY OF NEW YORK	)

On [    ], [    ], before me personally came [    ], to me known, who, being by me duly sworn, did depose and say that he resides at [    ]; that he is [    ] of Wells Fargo Bank, National Association, one of the parties described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that he signed his name thereto by like authority.

Name

[Notarial Seal]

96

EXHIBIT A

[FORM OF] PAYMENT INSTRUCTION

MELLON BANK PFL MASTER NOTE TRUST

Unless otherwise indicated, capitalized terms used in this Payment Instruction have their respective meanings set forth in the Indenture; provided, that the “preceding Monthly Period” shall mean the Monthly Period immediately preceding the calendar month in which this Payment Instruction is delivered. This Payment Instruction is delivered pursuant to Section 9.08, of the Indenture.

The date of this Payment Instruction is a Transfer Date under the Pooling and Servicing Agreement.

I.	Allocations of Available Funds:
	A.     Available Funds paid to Series [            ]		$
	[B.    Available Funds paid to Series [             ]		$
	C.     Available Funds paid to Series [            ]		$
		Total	$	]
II.	Locations of Available Principal Amounts
	A.     Available Principal Amounts paid to Series [        ]		$
	[B.    Available Principal Amounts paid to Series [        ]		$
	C.     Available Principal Amounts paid to Series [        ]		$
		Total	$	]

A-1

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Payment Instruction this              day of             ,             .

[                            ], as Administrator of the Mellon Bank PFL Master Note Trust
By:
	Name:
	Title:

A-2

Schedule to Payment Instruction *

MELLON BANK PFL MASTER NOTE TRUST

* A separate schedule is to be attached for each series, with appropriate changes and additions to reflect the specifics of the related Indenture Supplement.

A-3

EXHIBIT B

[FORM OF] MONTHLY NOTEHOLDERS’ STATEMENT

Date:                  ,             

MELLON BANK PFL MASTER NOTE TRUST

MONTHLY PERIOD ENDING                  ,             

Reference is made to the Series 2004-MC Supplement (the “Series 2004-MC Supplement”), dated as of June [_], 2004, between Mellon Premium Finance Loan Owner Trust as transferor (the “Transferor”), AFCO Credit Corporation as servicer, AFCO Acceptance Corporation as servicer, Premium Financing Specialists, Inc. as back-up servicer, Premium Financing Specialists of California, Inc., as back-up servicer and Wells Fargo Bank, National Association, as Trustee, and the Indenture (the “Indenture”), dated as of May     , 2001, between Mellon Bank PFL Master Note Trust, as Issuer, and Wells Fargo Bank, National Association, as Indenture Trustee. Terms used herein and not defined herein have the meanings ascribed to them in the Series 2004-MC Supplement, the Indenture and the related Indenture Supplements, as applicable.

The following computations are prepared with respect to the Transfer Date of                  ,              and with respect to the performance of the Trust during the related Monthly Period.

A. Reductions of and Increases to Nominal Liquidation Amount:

Series	Nominal Liquidation Amount for prior Monthly Period	Increases from accretions on Principal for Discount Notes	Increases from amounts withdrawn from the Principal Funding sub-Account in respect of Prefunding Excess Amount	Reimburse- ments from Available Funds	Reductions due to reallocations of Available Principal Amounts	Reductions due to Investor Charge-Offs	Reductions due to amounts on deposit in the Principal Funding sub-Account	Current Nominal Liquidation Amount
[Series [        ]
[Series [        ]
Total:]

B-1

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly Noteholders’ Statement this             th day of     ,             .

[                            ], as Administrator of the Mellon Bank PFL Master Note Trust
By:
	Name:
	Title:

B-2

Schedule to Payment Instruction*

MELLON BANK PFL MASTER NOTE TRUST

* A separate schedule is to be attached for each series, with appropriate changes and additions to reflect the specifics of the related Indenture Supplement.

B-3

EXHIBIT C

[FORM OF] INVESTMENT LETTER

[Date]

Wells Fargo Bank, National Association as Indenture Trustee,

[address]

Attention: Corporate Trust Department

Mellon Bank PFL Master Note Trust

c/o [                        ], as Administrator

[address]

Attention: [                ]

Re:	Purchase of $                     * principal amount of Mellon Bank PFL Master
	Note Trust, Series [-], Class [-] Notes

Ladies and Gentlemen:

In connection with our purchase of the above Notes (the “Notes”) we confirm that:

(1) We understand that the Notes are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold to us in a transaction that is exempt from the registration requirements of the Securities Act.

(2) Any information we desire concerning the Notes or any other matter relevant to our decision to purchase the Notes is or has been made available to us.

(3) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, and we (and any account for which we are purchasing under paragraph (iv) below) are able to bear the economic risk of an investment in the Notes. We (and any account for which we are purchasing under paragraph (iv) below) are an “accredited investor” (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the Securities Act).

(4) We are acquiring the Notes for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Notes, subject, nevertheless, to the understanding that the disposition of our property shall at all times be and remain within our control;

(5) We agree that the Notes must be held indefinitely by us unless subsequently registered under the Securities Act or an exemption from any registration requirements of the Securities Act and any applicable state securities law is available;

* Not less than $250,000 minimum principal amount.

C-1

(6) We agree that in the event that at some future time we wish to dispose of or exchange any of the Notes (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Notes unless:

(a)(i) the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (3) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or

(b) the Notes are transferred pursuant to Rule 144 under the Securities Act by us after we have held them for more than three years; or

(c) the Notes are sold in any other transaction that does not require registration under the Securities Act and, if the Issuer, the Servicer, the Trustee or the Note Registrar so requests, we theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or

(d) the Notes are transferred pursuant to an exception from the registration requirements of the Securities Act under Rule 144A under the Securities Act; and

(7) We understand that the Notes will bear a legend to substantially the following effect:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

This legend may be removed if the Issuer, the Trustee and the Note Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that the legend may be removed.

“Eligible Purchaser” means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein. “Eligible Dealer” means any corporation or other entity the principal business of which is acting as a broker and/or dealer in securities. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Indenture dated as of June[    ], 2004,

C-2

between Mellon Bank PFL Master Note Trust and Wells Fargo Bank, National Association, as indenture trustee.

Very truly yours,

(Name of Purchaser)

By

(Authorized officer)

C-3

EXHIBIT D-1

[FORM OF] CLEARANCE SYSTEM CERTIFICATE

TO BE GIVEN TO THE TRUSTEE BY

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR

DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A

TEMPORARY GLOBAL NOTE

MELLON BANK PFL MASTER NOTE TRUST,

Series [•], Class [•] Notes

[Insert title or sufficient description of Notes to be delivered]

We refer to that portion of the Temporary Global Note in respect of the Mellon Bank PFL Master Note Trustee Asset Backed Notes, Series [            ], Class [    ] Notes to be exchanged for definitive Notes (the “Submitted Portion”) pursuant to this certificate (the “Notes”) as provided in the Indenture dated as of June [    ], 2004, (as amended and supplemented, the “Indenture”) in respect of such issue. This is to certify that (i) we have received a certificate or certificates, in writing or by tested telex, with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion and with respect to such person’s beneficial interest either (a) from such person, substantially in the form of Exhibit D-2 to the Indenture Supplement, or (b) from                              ,             , substantially in the form of Exhibit D-3 to the Indenture Supplement, and (ii) the Submitted Portion includes no part of the Temporary Global Note excepted in such certificates.

We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof.

We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy hereof to any interested party in such proceedings.

Dated:                                  ,             ,*	[
	as operator of the Euroclear System]
	[Clearstream, Luxembourg]
	By

^* To be dated on the date of the proposed exchange.

D-1-1

EXHIBIT D-2

[FORM OF] CERTIFICATE TO BE DELIVERED TO

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

BY [•] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED

INSTITUTIONAL BUYERS

MELLON BANK PFL MASTER NOTE TRUST,

Series [·], Class [·] Notes

In connection with the initial issuance and placement of the Series [·], Class [·] Notes (the “Notes”), an institutional investor in the United States (an “institutional investor”) is purchasing [U.S.$/(pound)/(U)/SF] aggregate principal amount of the Notes hold in our account at [                                    , as operator of the Euroclear System] [Clearstream, Luxembourg] on behalf of such investor.

We reasonably believe that such institutional investor is a qualified institutional buyer as such term is defined under Rule 144A of the Securities Act of 1933, as amended.

[We understand that this certificate is required in connection with United States laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered by this certificate.]

The Definitive Notes in respect of this certificate are to be issued in registered form in the minimum denomination of [U.S.$/(pound)/(U)/SF] and such Definitive Notes (and, unless the Indenture or terms document relating to the Notes otherwise provides, any Notes issued in exchange or substitution for or on registration of transfer of Notes) shall bear the following legend:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

Dated:                  ,             ,^*

	[                            ]
By
Authorized officer

^* To be dated on the date of the proposed exchange.

D-2-1

EXHIBIT D-3

[FORM OF] CERTIFICATE TO BE DELIVERED

TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

BY A BENEFICIAL OWNER

OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER

MELLON BANK PFL MASTER NOTE TRUST,

Series [·], Class [·] Notes

This is to certify that as of the date hereof and except as provided in the third paragraph hereof, the Series [·], Class [·] Notes held by you for our account (the “Notes”) (i) are owned by a person that is a United States person, or (ii) are owned by a United States person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (a “financial institution”) purchasing for its own account or for resale, or (B) a United States person who acquired the Notes through the foreign branch of a financial institution and who holds the Notes through the financial institution on the date hereof (and in either case (A) or (B), the financial institution hereby agrees to comply with the requirements of Section 165(i)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a financial institution for purposes of resale during the Restricted Period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition, financial institutions described in clause (iii) of the preceding sentence (whether or not also described in clause (i) or (ii)) certify that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

This certificate excepts and does not relate to [U.S.$/(pound)/(U)/SF] principal amount of Notes held by you for our account, as to which we are not yet able to certify beneficial ownership. We understand that delivery of Definitive Notes in such principal amount cannot be made until we are able to so certify.

We understand that this certificate is required in connection with certain securities and tax laws in the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy hereof to any interested party in such proceedings. As used herein, “United States” means the United States of America, including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction; and “United States Person” means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, or any political subdivision thereof, or an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Dated:                 ,             *	By
	Name:

* This certificate must be dated on the earlier of the date of the first payment of interest in respect of the Notes and the date of the delivery of the Notes in definitive form.

D-3-1

As, or as agent for, the beneficial owner(s) of the interest in the Notes to which this certificate relates.

D-3-2

EX-4.4

Exhibit 4.4

MELLON BANK PFL MASTER NOTE TRUST

as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Indenture Trustee

SERIES 2004-1 INDENTURE SUPPLEMENT

dated as of June [    ], 2004

to

INDENTURE

dated as of June [    ], 2004

TABLE OF CONTENTS

		Page
Section 1.01.	Definitions	1
Section 1.02.	Governing Law	9
Section 1.03.	Counterparts	9
Section 1.04.	Ratification of Indenture	10
ARTICLE II
The Notes
Section 2.01.	Creation and Designation; Transfers	11
ARTICLE III
Allocations, Deposits and Payments
Section 3.01.	Allocations of Series 2004-1 Available Funds	13
Section 3.02.	Targeted Deposits to the Interest Funding Account	13
Section 3.03.	Allocations of Series 2004-1 Available Funds to Interest Funding sub-Accounts	15
Section 3.04.	Amounts to be Treated as Series 2004-1 Available Funds; Class C Reserve Account Deposits to the Interest Funding Sub-Account	15
Section 3.05.	Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation Amount of Subordinated Classes	16
Section 3.06.	Allocations of Reimbursements of Nominal Liquidation Amount Deficits	17
Section 3.07.	Application of Series 2004-1 Available Principal Amounts	17
Section 3.08.	Computation of Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of Series 2004-1 Available Principal Amounts	19
Section 3.09.	Targeted Deposits of Series 2004-1 Available Principal Amounts to the Principal Funding Account	19
Section 3.10.	Allocations among Principal Funding sub-Accounts	21
Section 3.11.	Amounts to be Treated as Series 2004-1 Available Principal Amounts; Other Deposits to Principal Funding sub-Accounts	21
Section 3.12.	Withdrawals from Interest Funding Account	22
Section 3.13.	Withdrawals from Principal Funding Account	22
Section 3.14.	Calculation of Nominal Liquidation Amount	22
Section 3.15.	Netting of Deposits and Payments	23
Section 3.16.	Targeted Deposits to the Class C Reserve Account	23
Section 3.17.	Withdrawals from the Class C Reserve Account	23
Section 3.18.	Targeted Deposits to the Accumulation Reserve Account	24
Section 3.19.	Withdrawals from the Accumulation Reserve Account	24
Section 3.20.	Computation of Interest	25

Section 3.21.	Excess Available Funds Sharing	25
Section 3.22.	Calculation Agent; Determination of LIBOR	25
Section 3.23.	Payments of Interest and Principal	26
Section 3.24.	Monthly Noteholder Report	27
ARTICLE IV
Early Redemption of Notes
Section 4.01.	Early Redemption Events	28
ARTICLE V
Accounts and Investments
Section 5.01.	Accounts	29

ii

EXHIBITS

EXHIBIT A-1	FORM OF CLASS A NOTE
EXHIBIT A-2	FORM OF CLASS B NOTE
EXHIBIT A-3	FORM OF CLASS C NOTE
EXHIBIT A-4	FORM OF CLASS D NOTE
EXHIBIT B	FORM OF SERIES 2004-1 SCHEDULE TO PAYMENT INSTRUCTIONS
EXHIBIT C	FORM OF SERIES 2004-1 SCHEDULE TO MONTHLY NOTEHOLDERS’ STATEMENT

iii

This SERIES 2004-1 INDENTURE SUPPLEMENT (this “Indenture Supplement”), by and between MELLON BANK PFL MASTER NOTE TRUST, a statutory business trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, and WELLS FARGO BANK, National Association, a national banking association (the “Indenture Trustee”), is made and entered into as of June [    ], 2004.

Section 1.01. Definitions. For all purposes of this Indenture Supplement, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4) all references in this Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture Supplement as originally executed. The words “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Indenture Supplement as a whole and not to any particular Article, Section or other subdivision;

(5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Indenture Supplement shall be controlling;

(6) each capitalized term defined herein shall relate only to the Series 2004-1 Notes and no other Series of Notes issued by the Issuer; and

(7) “including” and words of similar import will be deemed to be followed by “without limitation.”

“Accumulation Commencement Date” means, for each Class of Notes, the first Business Day of the month that is nine (9) whole calendar months prior to the Expected Principal Payment Date for such Class of Notes; provided, however, that, if the Accumulation Period Length for such Class of Notes is less than nine (9) months, the Accumulation Commencement

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Date will be the first Business Day of the month that is the number of whole months prior to such Expected Principal Payment Date at least equal to the Accumulation Period Length and, as a result, the number of Monthly Periods during the period from the Accumulation Commencement Date to such Expected Principal Payment Date will at least equal the Accumulation Period Length.

“Accumulation Period Length” is defined in Section 3.09(b)(ii).

“Accumulation Reserve Account” means the trust account designated as such and established pursuant to Section 5.01(a).

“Accumulation Reserve Account Funding Date” means a Transfer Date selected by the [Administrator] which occurs not later than the earliest of: (a) the Transfer Date with respect to the Monthly Period which commences three (3) months prior to the commencement of the Controlled Accumulation Period; [(b) the first Transfer Date for which the Portfolio Adjusted Yield is less than 1.0%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences nine (9) months prior to the commencement of the Controlled Accumulation Period; (c) the first Transfer Date for which the Portfolio Adjusted Yield is less than 1.5%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences 6 months prior to the commencement of the Controlled Accumulation Period; and (d) the first Transfer Date for which the Portfolio Adjusted Yield is less than 2.0%, but in such event the Reserve Account Funding Date shall not be required to occur earlier than the Transfer Date with respect to the Monthly Period which commences 4 months prior to the commencement of the Controlled Accumulation Period].

“Accumulation Reserve Draw Amount” means, for any Transfer Date, the sum of the Class A Reserve Draw Amount, the Class B Reserve Draw Amount and the Class C Reserve Draw Amount, in each case for such Transfer Date.

“Accumulation Reserve Account Earnings” means, with respect to each Transfer Date, the investment earnings on funds in the Accumulation Reserve Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Aggregate Series Available Funds Shortfall” means the sum of the Series Available Funds Shortfalls (as such term is defined in each of the related Indenture Supplements) for each Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One.

“Available Accumulation Reserve Account Amount” means, as to any Transfer Date, the lesser of (a) the amount on deposit in the Accumulation Reserve Account on such date (after taking into account any interest and earnings retained in the Accumulation Reserve Account pursuant to Section 5.01(a) on such date, but before giving effect to any deposit made or to be made pursuant to Section 5.01(a) to the Accumulation Reserve Account on such date) and (b) the Required Accumulation Reserve Account Amount.

“Base Rate” means, with respect to any Monthly Period, the sum of (i) the Weighted Average Interest Rates for the Outstanding Series 2004-1 Notes and (ii) the Series 2004-1 Servicing Fee Percentage (as such term is defined in the Series 2004-MC Supplement), in each case, for such Monthly Period.

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“Calculation Agent” is defined in Section 2.04(a).

“Class” means either the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes.

“Class A Additional Interest” is defined in subsection 3.02(a).

“Class A Covered Amount” means an amount, determined as of each Transfer Date with respect to any Monthly Period, equal to the product of (a) (i) a fraction, the numerator of which is the actual number of days in such Monthly Period and the denominator of which is 360, times (ii) the Class A Interest Rate for such Monthly Period, and (b) the amount on deposit in the Principal Funding sub-Account for the Class A Notes as of the Record Date preceding such Transfer Date.

“Class A Interest Rate” means, with respect to each Interest Period, a per annum rate equal to [    ]% per annum in excess of LIBOR, as determined on the related LIBOR Determination Date.

“Class A Monthly Interest” is defined in subsection 3.02(a).

“Class A Notes” is defined in subsection 2.01.

“Class A Principal Funding Investment Proceeds” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding sub-Account for the Class A Notes (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Class A Principal Funding Investment Shortfall” means, with respect to each Transfer Date relating to the Controlled Accumulation Period, the amount, if any, by which the Class A Principal Funding Investment Proceeds for such Transfer Date are less than the Class A Covered Amount determined as of such Transfer Date.

“Class A Reserve Draw Amount” means, with respect to each Transfer Date with respect to the Controlled Accumulation Period, an amount equal to the Class A Principal Funding Investment Shortfall with respect to such Transfer Date less the funds deposited into the Interest Funding sub-Account for the Class A Notes on such Transfer Date pursuant to Section 3.02(a).

“Class B Additional Interest” is defined in subsection 3.02(b).

“Class B Covered Amount” means an amount, determined as of each Transfer Date with respect to any Monthly Period, equal to the product of (a) (i) a fraction, the numerator of which is the actual number of days in such Monthly Period and the denominator of which is 360, times (ii) the Class B Interest Rate for such Monthly Period, and (b) the amount on deposit in the Principal Funding sub-Account for the Class B Notes as of the Record Date preceding such Transfer Date.

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“Class B Deficiency Amount” is defined in subsection 3.02(b).

“Class B Interest Rate” means, with respect to each Interest Period, a per annum rate equal to [    ]% per annum in excess of LIBOR, as determined on the related LIBOR Determination Date.

“Class B Monthly Interest” is defined in subsection 3.02(b)

“Class B Notes” is defined in subsection 2.01.

“Class B Principal Funding Investment Proceeds” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding sub-Account for the Class B Notes (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Class B Principal Funding Investment Shortfall” means, with respect to each Transfer Date relating to the Controlled Accumulation Period, the amount, if any, by which the Class B Principal Funding Investment Proceeds for such Transfer Date are less than the Class B Covered Amount determined as of such Transfer Date.

“Class B Reserve Draw Amount” means, with respect to each Transfer Date with respect to the Controlled Accumulation Period, an amount equal to the Class B Principal Funding Investment Shortfall with respect to such Transfer Date less the funds deposited into the Interest Funding sub-Account for the Class B Notes on such Transfer Date pursuant to Section 3.02(b).

“Class C Additional Interest” is defined in subsection 3.02(c).

“Class C Covered Amount” means an amount, determined as of each Transfer Date with respect to any Monthly Period, equal to the product of (a) (i) a fraction, the numerator of which is the actual number of days in such Monthly Period and the denominator of which is 360, times (ii) the Class C Interest Rate for such Monthly Period, and (b) the amount on deposit in the Principal Funding sub-Account for the Class C Notes as of the Record Date preceding such Transfer Date.

“Class C Deficiency Amount” is defined in subsection 3.02(c).

“Class C Interest Rate” means, with respect to each Interest Period, a per annum rate equal to [    ]% per annum in excess of LIBOR, as determined on the related LIBOR Determination Date.

“Class C Monthly Interest” is defined in subsection 3.02(c).

“Class C Notes” is defined in subsection 2.01.

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“Class C Principal Funding Investment Proceeds” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding sub-Account for the Class C Notes (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Class C Principal Funding Investment Shortfall” means, with respect to each Transfer Date relating to the Controlled Accumulation Period, the amount, if any, by which the Class C Principal Funding Investment Proceeds for such Transfer Date are less than the Class C Covered Amount determined as of such Transfer Date.

“Class C Required Reserve Account Amount” means, for any Transfer Date, an amount equal to [    ]% of the [Adjusted] Outstanding Dollar Principal Amount of the Class C Notes.

“Class C Reserve Account” means the trust account designated as such and established pursuant to Section 5.01(a).

“Class C Reserve Draw Amount” means, with respect to each Transfer Date with respect to the Controlled Accumulation Period, an amount equal to the Class C Principal Funding Investment Shortfall with respect to such Transfer Date less the funds deposited into the Interest Funding sub-Account for the Class C Notes on such Transfer Date pursuant to Section 3.02(c).

“Class D Notes” is defined in subsection 2.01.

“Closing Date” means June [    ], 2004.

“Controlled Accumulation Amount” means (i) with respect to the Class A Notes, $[            ], (ii) with respect to the Class B Notes, $[            ], and (iii) with respect to the Class C Notes, $[            ]; provided, however, that if the Accumulation Period Length with respect to such class is determined to be less than nine (9) months pursuant to Section 3.09(b)(ii), the Controlled Accumulation Amount for any Transfer Date will be equal to (i) the Initial Dollar Principal Amount of such Class of Notes divided by (ii) the number of months in the Controlled Accumulation Period as determined in accordance with Section 3.09(b)(ii).

“Controlled Accumulation Period” means, unless a Pay Out Event shall have occurred prior thereto, the period commencing at the close of business on the Controlled Accumulation Date or such later date as is determined in accordance with Section 3.09(b)(ii) and ending on the first to occur of (a) the commencement of the Rapid Amortization Period and (b) the Series 2004-1 Termination Date.

“Distribution Date” means [            ], 2004 and the fifteenth day of each calendar month thereafter, or if such fifteenth day is not a Business Day, the next succeeding Business Day.

“Expected Principal Payment Date” means [            ].

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“Finance Charge Receivables” is defined in the Pooling and Servicing Agreement.

“Initial Dollar Principal Amount” means (a) with respect to the Class A Notes, $[            ], (b) with respect to the Class B Notes, $[            ], (a) with respect to the Class C Notes, $[            ] and (d) with respect to the Class D Notes, $[            ].

“Interest Funding Account” means the trust account designated as such and established pursuant to Section 5.01(a).

“Interest Funding sub-Account Earnings” means, with respect to each Transfer Date, the investment earnings on funds in the Interest Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Interest Payment Date” shall mean the 15th day of December, March, June and September, commencing on the [September] 2004 Distribution Date (or, if any such day is not a Business Day, the next succeeding Business Day); provided that if any Class of Notes has been accelerated during a Monthly Period after the occurrence of an Event of Default, or if an Early Redemption Event with respect to any Class of Notes occurs during any Monthly Period, “Interest Payment Date” shall mean the 15^th day of each calendar month (or, if any such day is not a Business Day, the next succeeding Business Day) beginning with the calendar month following such Monthly Period.

“Interest Period” means, with respect to any Payment Date, the period from and including the previous Interest Payment Date through the day preceding such Payment Date, except the initial Interest Period will be the period from and including the Closing Date through the day preceding the initial Payment Date.

“Investor Charge-Offs” means, with respect to any Transfer Date, the aggregate amount, if any, by which the Series 2004-1 Investor Default Amount, if any, for the preceding Monthly Period exceeds the Series 2004-1 Available Funds for such Transfer Date available after giving effect to clause (a) through (c) of Section 3.01.

“Legal Maturity Date” means [            ].

“LIBOR” means, for any Interest Period, an interest rate per annum determined by the Trustee for each Interest Period in accordance with the provisions of Section 3.22.

“LIBOR Determination Date” means June [    ], 2004 for the initial Interest Period and the second London Business Day prior to the commencement of each subsequent Interest Period.

“London Business Day” means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market.

“Monthly Interest Period” is defined in subsection 3.02(a).

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“Nominal Liquidation Amount” means, with respect to each Class of Notes, the amount calculated pursuant to Section 3.14 of this Indenture Supplement. The Nominal Liquidation Amount for the Series 2004-1 Notes will be the sum of the Nominal Liquidation Amounts of all of the Classes of Notes of the Series 2004-1 Notes.

“Nominal Liquidation Amount Deficit” means, with respect to any Class of Notes, the excess of the Adjusted Outstanding Dollar Principal Amount of that Class over the Nominal Liquidation Amount of that Class.

“Notes” means the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, collectively.

“Paying Agent” means Wells Fargo Bank, N.A.

“PFA Accumulation Earnings” means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

“Portfolio Adjusted Yield” means, with respect to any Transfer Date, the average of the percentages obtained for each of the three preceding Monthly Periods by subtracting the Base Rate from the Portfolio Yield for such Monthly Period and deducting 0.50% from the result for each Monthly Period.

“Portfolio Yield” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is (a) the amount of Available Funds allocated to the Series 2004-1 Notes pursuant to Section 501 of the Indenture, plus (b) any Interest Funding sub-Account Earnings on the related Transfer Date, plus (c) any amounts to be treated as Series 2004-1 Notes Available Funds pursuant to Sections 3.21(a), minus (d) the Series 2004-1 Notes Investor Default Amount for such Monthly Period, and the denominator of which is the Weighted Average Available Funds Allocation Amount for the Series 2004-1 Notes for such Monthly Period.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 306 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Principal Funding Account” means the trust account designated as such and established pursuant to Section 5.01(a).

“Principal Funding sub-Account Amount” means, with respect to any Class of Notes as of any date, the amount on deposit in the Principal Funding sub-Account for such Class of Notes on such date.

“Record Date” means, for any Transfer Date, the last Business Day of the preceding Monthly Period.

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“Reference Banks” means four major banks in the London interbank market selected by the [Administrator].

“Required Accumulation Reserve Account Amount” means, with respect to any Transfer Date on or after the Accumulation Reserve Account Funding Date and with respect to each Class of Notes, an amount equal to (a) [0.50]% of the outstanding principal balance of such Class of Notes or (b) any other amount designated by the Administrator; provided that if such designation is of a lesser amount, the Issuer shall (i) provide the Trustee with evidence that the Rating Agency Condition has been satisfied and (ii) deliver to the Trustee a certificate of an authorized officer to the effect that, based on the facts known to such officer at such time, in the reasonable belief of the Issuer, such designation will not cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would cause a Pay Out Event to occur with respect to the Series 2004-1 Notes.

“Series 2004-1 Available Funds” means, with respect to any Transfer Date, the sum of (a) Available Funds allocated to the Series 2004-1 pursuant to Section 501 of the Indenture, and (b) any amounts to be treated as Series 2004-1 Available Funds pursuant to Section 3.04(a).

“Series 2004-1 Available Principal Amounts” means the sum of (a) Available Principal Amounts allocated to the Series 2004-1 pursuant to Section 502 of the Indenture and (b) any amounts to be treated as Series 2004-1 Available Principal Amounts pursuant to Section 3.11(a).

“Series 2004-1 Indenture Trustee Fee” means, with respect to any Monthly Period, the pro rata portion of the amounts payable to the Indenture Trustee for fees with respect to such Monthly Period (as such term is defined in the [Fee Letter]) allocable to the Series 2004-1 Notes based on the ratio of the Weighted Average Available Funds Allocation Amount for the Series 2004-1 Notes for such Monthly Period to the Weighted Average Available Funds Allocation Amount for all series of Notes for such Monthly Period.

“Series 2004-1 Investor Default Amount” means, with respect to any Monthly Period, the sum, for each day during such Monthly Period, of the product of the Investor Default Amounts (as such term is defined in the Series 2004-MC Supplement) with respect to each such day and the percentage equivalent of a fraction the numerator of which is the Available Funds Allocation Amount for the Series 2004-1 for such day and the denominator of which is the Available Funds Allocation Amount for all series of Notes for such day.

“Series 2004-1 Servicing Fee” means, with respect to any Monthly Period, the pro rata portion of the Investor Servicing Fee (as such term is defined in the Series 2004-MC Supplement) allocable to the Series 2004-1 Notes based on the ratio of the Weighted Average Available Funds Allocation Amount for the Series 2004-1 Notes for such Monthly Period to the Weighted Average Available Funds Allocation Amount for all series of Notes for such Monthly Period.

“Series 2004-1 Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of each Class of Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article VI thereof.

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“Series Available Funds Shortfall” means, with respect to any Transfer Date with respect to the Series 2004-1 Notes, the excess, if any, of (a) the aggregate amount targeted to be paid or applied pursuant to Sections 3.01 (a) through (e) for any Transfer Date over (b) the Series 2004-1 Available Funds (excluding any amounts to be treated as Series 2004-1 Available Funds pursuant to Section 3.21(a)) for such Transfer Date; provided, however, that the Issuer, when authorized by an Officer’s Certificate, may amend or otherwise modify this definition of Series Available Funds Shortfall provided the Note Rating Agencies confirm in writing that the amendment or modification will not cause a Ratings Effect with respect to any Outstanding Notes.

“Shared Excess Available Funds” means, with respect to any Transfer Date with respect to any series of Notes, either (a) the amount of Series 2004-1 Available Funds for such Transfer Date available after application in accordance with Sections 3.01 (a) through (g) or (b) the amounts allocated to other series of Notes identified as an Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One which the applicable Indenture Supplements for such series specify are to be treated as “Shared Excess Available Funds.”

“Targeted Interest Deposit Amount” means, with respect to the Series 2004-1 Notes for any Transfer Date, the aggregate amount targeted to be deposited in the Interest Funding Account pursuant to Section 3.02 for such Transfer Date.

“Targeted Principal Deposit Amount” means, with respect to the Series 2004-1 Notes for any Transfer Date, the aggregate amount targeted to be deposited in the Principal Funding Account pursuant to Section 3.09 for such Transfer Date.

“Telerate Page 3750” means the display page currently so designated on the Dow Jones Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

“Weighted Average Available Funds Allocation Amount” means, with respect to any Monthly Period for any Class of Notes, the sum of the Available Funds Allocation Amount for such Class, as of the close of business on each day during such Monthly Period divided by the actual number of days in such period.

Section 1.02. Governing Law. THIS INDENTURE SUPPLEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 1.03. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

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Section 1.04. Ratification of Indenture. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument.

[END OF ARTICLE I]

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ARTICLE II

The Notes

Section 2.01. Creation and Designation; Transfers. (a) There is hereby created a Series of Notes to be issued in four classes pursuant to the Indenture and this Series Supplement and to be known together as the “Series 2004-1 Notes.” The four classes shall be designated the Class A Floating Rate Notes, Series 2004-1 (the “Class A Notes”), Class B Floating Rate Notes, Series 2004-1 (the “Class B Notes”), Class C Floating Rate Notes, Series 2004-1 (the “Class C Notes”) and Class D Floating Rate Notes, Series 2004-1 (the “Class D Notes”). The Class A Notes, Class B Notes, Class C Notes and Class D Notes shall be substantially in the forms of Exhibits A-1, A-2, A-3 and A-4 attached hereto, respectively.

(b) The Series 2004-1 Notes shall be an Excess Available Funds Sharing Series in Excess Available Funds Sharing Group A and shall not be in any other group. The Series 2004-1 Notes shall not be subordinated to any other series of Notes.

(c) Each Prospective Owner of a Note shall be deemed to have represented and warranted, and each Prospective Owner of a Definitive Note shall represent and warrant in writing, to the Indenture Trustee that:

(i) With respect to any Prospective Owner of a Class A Note, Class B Note or Class C Note, such Person either (A) is not acquiring the Class A Note, Class B Note or Class C Note for, or on behalf of, an employee benefit plan or other retirement arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or any substantially similar applicable law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (a “Benefit Plan”), or (B) is acquiring the Class A Note, Class B Note or Class C Note for, or on behalf of, a Benefit Plan and its acquisition and holding of such Class A Note, Class B Note or Class C Note will (x) not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered by Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption and (y) will not cause a non-exempt violation of any substantially Similar Law; or

(ii) With respect to any Prospective Owner of a Class D Note, such Person is not acquiring the Class D Note for, or on behalf of, a Benefit Plan that is subject to ERISA Requirements.

In addition, each purchaser of a Class D Note, by its acceptance hereof, represents, acknowledges and agrees that: (i) such Noteholder has not acquired and shall not sell, trade or transfer any interest in the Note nor cause any interest in the Note to be marketed, on or through either (a) an “established securities market” within the meaning of Section 7704(b)(1) of the Code (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by

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electronic means or otherwise) or (b) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b)(2) of the Code (including a market wherein interests in such classes of notes are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in such classes of notes and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others).

[END OF ARTICLE II]

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ARTICLE III

Allocations, Deposits and Payments

Section 3.01. Allocations of Series 2004-1 Available Funds. On each Transfer Date, based on the Monthly Noteholder Statement, the Indenture Trustee will apply Series 2004-1 Available Funds, as follows:

(a) first, to pay the Series 2004-1 Indenture Trustee Fee plus any previously due and unpaid Series 2004-1 Indenture Trustee Fee to the Indenture Trustee;

(b) second, to pay the Series 2004-1 Servicing Fee plus any previously due and unpaid Series 2004-1 Servicing Fee to the Servicer;

(c) third, to make the targeted deposits to the Interest Funding Account pursuant to Section 3.02;

(d) fourth, to be treated as Series 2004-1 Available Principal Amounts for application in accordance with Section 3.07 in an amount equal to the Series 2004-1 Investor Default Amount, if any, for the preceding Monthly Period.

(e) fifth, to be treated as Series 2004-1 Available Principal Amounts for application in accordance with Section 3.07 in an amount equal to the Nominal Liquidation Amount Deficit, if any;

(f) sixth, beginning on the Accumulation Reserve Account Funding Date, to make the targeted deposit to the Accumulation Reserve Account, if any, pursuant to Section 3.18;

(g) seventh, to make the targeted deposit to the Class C Reserve Account, if any, pursuant to Section 3.16;

(h) eighth, to be treated as Shared Excess Available Funds for application in accordance with Section 3.21; and

(i) ninth, to the Issuer.

Section 3.02. Targeted Deposits to the Interest Funding Account. The aggregate amount of Series 2004-1 Available Funds targeted to be deposited into the Interest Funding Account pursuant to Section 3.01(c) on each Transfer Date is equal to the sum of the following amounts. The targeted deposit on any Transfer Date will also include any shortfall in the targeted deposit with respect to any prior Transfer Date which has not been previously deposited.

(a) Class A Interest. The amount of targeted monthly interest with respect to the Class A Notes on any Transfer Date (the “Class A Monthly Interest”) shall equal the product of (i)(A) a fraction, the numerator of which is the actual number of days in the period (the “Monthly Interest Period”) from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) the related Distribution Date and the denominator of which is 360, times (B) the Class A Interest Rate, times

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(ii) the outstanding principal balance of the Class A Notes determined as of the Record Date preceding the related Transfer Date; provided that in addition to Class A Monthly Interest an amount equal to the amount of any unpaid Class A Deficiency Amounts, as defined below, from prior Monthly Interest Periods, plus an amount equal to the product of (A)(1) a fraction, the numerator of which is the actual number of days in the related Monthly Interest Period and the denominator of which is 360, times (2) the sum of the Class A Interest Rate in effect with respect to the related Monthly Period and 2% per annum and (B) any Class A Deficiency Amount from the prior Transfer Date, as defined below (or the portion thereof which has not theretofore been paid to Class A Holders) (the “Class A Additional Interest”) shall also be included in the targeted interest amount with respect to the Class A Notes on any Transfer Date. The “Class A Deficiency Amount” for any Transfer Date shall equal the excess, if any, of the aggregate amount targeted pursuant to this subsection 3.02(a) for the prior Monthly Interest Period over the amount actually deposited or available to be deposited on such Transfer Date into the Interest Funding sub-Account for the Class A Notes.

(b) Class B Interest. The amount of targeted monthly interest with respect to the Class B Notes on any Transfer Date (the “Class B Monthly Interest”) shall equal the product of (i)(A) a fraction, the numerator of which is the actual number of days in the period (the “Monthly Interest Period”) from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) the related Distribution Date and the denominator of which is 360, times (B) the Class B Interest Rate, times (ii) the outstanding principal balance of the Class B Notes determined as of the Record Date preceding the related Transfer Date; provided that in addition to Class B Monthly Interest an amount equal to the amount of any unpaid Class B Deficiency Amounts, as defined below, from prior Monthly Interest Periods, plus an amount equal to the product of (A)(1) a fraction, the numerator of which is the actual number of days in the related Monthly Interest Period and the denominator of which is 360, times (2) the sum of the Class B Interest Rate in effect with respect to the related Monthly Period and 2% per annum and (B) any Class B Deficiency Amount from the prior Transfer Date, as defined below (or the portion thereof which has not theretofore been paid to Class B Holders) (the “Class B Additional Interest”) shall also be included in the targeted interest amount with respect to the Class B Notes on any Transfer Date. The “Class B Deficiency Amount” for any Transfer Date shall equal the excess, if any, of the aggregate amount targeted pursuant to this subsection 3.02(b) for the prior Monthly Interest Period over the amount actually deposited or available to be deposited on such Transfer Date into the Interest Funding sub-Account for the Class B Notes.

(c) Class C Interest. The amount of targeted monthly interest with respect to the Class C Notes on any Transfer Date (the “Class C Monthly Interest”) shall equal the product of (i)(A) a fraction, the numerator of which is the actual number of days in the period (the “Monthly Interest Period”) from (and including) the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) to (but excluding) the related Distribution Date and the denominator of which is 360, times (B) the Class C Interest Rate, times (ii) the outstanding principal balance of the Class C Notes determined as of the Record Date preceding the related Transfer Date; provided that in addition to Class C Monthly Interest an amount equal to the amount of any unpaid Class C Deficiency Amounts, as defined below, from prior Monthly Interest Periods, plus an amount equal to the product of (A)(1) a fraction, the numerator of which is the actual number of days in the related Monthly Interest Period and the denominator of which

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is 360, times (2) the sum of the Class C Interest Rate in effect with respect to the related Monthly Period and 2% per annum and (B) any Class C Deficiency Amount from the prior Transfer Date, as defined below (or the portion thereof which has not theretofore been paid to Class C Holders) (the “Class C Additional Interest”) shall also be included in the targeted interest amount with respect to the Class C Notes on any Transfer Date. The “Class C Deficiency Amount” for any Transfer Date shall equal the excess, if any, of the aggregate amount targeted pursuant to this subsection 3.02(c) for the prior Monthly Interest Period over the amount actually deposited or available to be deposited on such Transfer Date into the Interest Funding sub-Account for the Class C Notes.

(d) Class D Interest. The Class D Notes shall not be interest bearing.

Section 3.03. Allocations of Series 2004-1 Available Funds to Interest Funding sub-Accounts. The aggregate amount to be deposited to the Interest Funding Account pursuant to Section 3.01(c) for each Monthly Period will be allocated, and a portion deposited into the Interest Funding sub-Account for each Class of Notes, as follows:

(a) Series 2004-1 Available Funds at Least Equal to Targeted Amounts. If the amount of funds available for a Monthly Period pursuant to Section 3.01 is at least equal to the aggregate amount of the deposits and payments targeted by Section 3.02, then the full amount of each such deposit and payment will be made to the applicable Interest Funding sub-Accounts.

(b) Series 2004-1 Available Funds are Less than Targeted Amounts. If the amount of funds available for a Monthly Period pursuant to Section 3.01 is less than the aggregate amount of the deposits targeted by Section 3.02, then the amount available will be allocated to each Class of Notes as follows:

(i) first, to the Class A Notes up to the amount of the deposits targeted by Section 3.02(a) with respect to the Class A Notes, and

(ii) second, to the Class B Notes up to the amount of the deposits targeted by Section 3.02(a) with respect to the Class B Notes, and

(iii) third, to the Class C Notes up to the amount of the deposits targeted by Section 3.02(a) with respect to the Class C Notes.

Section 3.04. Amounts to be Treated as Series 2004-1 Available Funds; Class C Reserve Account Deposits to the Interest Funding Sub-Account. The following deposits and payments will be made on the following dates:

(a) Amounts to be Treated as Series 2004-1 Available Funds. In addition to Available Funds allocated to the Series 2004-1 Notes pursuant to Section 5.01 of the Indenture, the following amounts shall be treated as Series 2004-1 Available Funds for application in accordance with this Article III for any Monthly Period:

(i) Accumulation Earnings Shortfall. The aggregate amount withdrawn from the Accumulation Reserve Account pursuant to Section 3.19(a) will be treated as Series 2004-1 Available Funds for such Monthly Period.

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(ii) Sub-Account Earnings. Any PFA Accumulation Earnings, any Accumulation Reserve Account Earnings and any Interest Funding sub-Account Earnings for any Transfer Date will be treated as Series 2004-1 Available Funds for such Transfer Date.

(iii) Shared Excess Available Funds. Any Shared Excess Available Funds allocable to the Series 2004-1 will be treated as Series 2004-1 Available Funds pursuant to Section 3.21(a).

(b) Class C Reserve Account. Withdrawals made from the Class C Reserve Account pursuant to Section 3.17(a) will be deposited into the applicable Interest Funding sub-Account on the Transfer Date.

Section 3.05. Allocations of Reductions from Investor Charge-Offs to the Nominal Liquidation Amount of Subordinated Classes. On each Transfer Date when there is an Investor Charge-Off with respect to the related Monthly Period, that reduction will be allocated (and reallocated) on that date to each Class of Notes as set forth in this Section.

(a) Initially, the amount of such Investor Charge-Off will be allocated to each Class of Outstanding Notes pro rata based on the ratio of the Weighted Average Available Funds Allocation Amount for such Class for such Monthly Period to the Weighted Average Available Funds Allocation Amount for the Series 2004-1 Notes for such Monthly Period.

(b) Immediately afterwards, the amount of Investor Charge-Offs allocated to the Class A Notes pursuant to clause (a) will be reallocated to the Class D Notes and will reduce the Nominal Liquidation Amount of the Class D Notes by such amount. If such reduction would cause the Nominal Liquidation Amount of the Class D Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class C Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class D Notes would have been reduced below zero. If such reduction would cause the Nominal Liquidation Amount of the Class C Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class B Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class C Notes would have been reduced below zero. If such reduction would cause the Nominal Liquidation Amount of the Class B Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class A Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class B Notes would have been reduced below zero.

(c) Immediately afterwards, the amount of Investor Charge-Offs allocated to the Class B Notes pursuant to clause (a) will be reallocated to the Class D Notes and will reduce the Nominal Liquidation Amount of the Class D Notes by such amount. If such reduction would cause the Nominal Liquidation Amount of the Class D Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class C Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class D Notes would have been reduced below zero. If such reduction would cause the Nominal Liquidation Amount of the Class C Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class B Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class C Notes would have been reduced below zero.

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(d) Immediately afterwards, the amount of Investor Charge-Offs allocated to the Class C Notes pursuant to clause (a) will be reallocated to the Class D Notes and will reduce the Nominal Liquidation Amount of the Class D Notes by such amount. If such reduction would cause the Nominal Liquidation Amount of the Class D Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class C Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class D Notes would have been reduced below zero.

(e) Immediately afterwards, the amount of Investor Charge-Offs allocated to the Class D Notes pursuant to clause (a) will reduce the Nominal Liquidation Amount of the Class D Notes by such amount.

Section 3.06. Allocations of Reimbursements of Nominal Liquidation Amount Deficits. If, as of any Transfer Date, there are Series 2004-1 Available Funds available pursuant to Section 3.01(e) to reimburse any Nominal Liquidation Amount Deficits as of such Transfer Date, such funds will be allocated to each Class of Notes as follows:

(a) first, to the Class A Notes up to the Nominal Liquidation Amount Deficit thereof, but in no event will the Nominal Liquidation Amount of the Class A Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class A Notes,

(b) second, to the Class B Notes up to the Nominal Liquidation Amount Deficit thereof, but in no event will the Nominal Liquidation Amount of the Class B Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class B Notes,

(c) third, to the Class C Notes up to the Nominal Liquidation Amount Deficit thereof, but in no event will the Nominal Liquidation Amount of the Class C Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class C Notes, and

(d) fourth, to the Class D Notes up to the Nominal Liquidation Amount Deficit thereof, but in no event will the Nominal Liquidation Amount of the Class D Notes be increased above the Adjusted Outstanding Dollar Principal Amount of the Class D Notes.

Section 3.07. Application of Series 2004-1 Available Principal Amounts. On each Transfer Date, the Indenture Trustee will apply Series 2004-1 Available Principal Amounts as follows:

(a) first, with respect to each Monthly Period, if after giving effect to payments to be made with respect to such Monthly Period pursuant to Sections 3.01(a), the Indenture Trustee has not received the full amount to be paid pursuant to Section 3.01(a) with respect to that Monthly Period, then Series 2004-1 Available Principal Amounts (in an amount not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes, Class C Notes and Class B Notes) will be paid to the Indenture Trustee in an amount equal to the amount of the deficiency in the amount to be paid pursuant to Section 3.01(a).

(b) second, with respect to each Monthly Period, if after giving effect to payments to be made with respect to such Monthly Period pursuant to Sections 3.01(b), the Servicer has not received the full amount to be paid pursuant to Section 3.01(b) with respect to that Monthly Period, then Series 2004-1 Available Principal Amounts (in an amount, not less than zero, not to

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exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes, Class C Notes and Class B Notes minus the aggregate amount of Series 2004-1 Available Principal Amounts reallocated pursuant to clause (a) above) will be paid to the Servicer in an amount equal to the amount of the deficiency in the amount to be paid pursuant to Section 3.01(b).

(c) third, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to Section 3.01(c), the Class A Notes have not received the full amount targeted to be deposited pursuant to Section 3.02 with respect to that Monthly Period, then Series 2004-1 Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes, Class C Notes and Class B Notes minus the aggregate amount of Series 2004-1 Available Principal Amounts reallocated pursuant to clauses (a) and (b) above) will be allocated to the Interest Funding sub-Account of the Class A Notes up to the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account of the Class A Notes;

(d) fourth, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to Section 3.01 (c) the Class B Notes have not received the full amount targeted to be deposited pursuant to Section 3.02 with respect to that Monthly Period, then Series 2004-1 Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes and Class C Notes minus the aggregate amount of Series 2004-1 Available Principal Amounts reallocated pursuant to clauses (a) through (c) above) will be allocated to the Interest Funding sub-Account of the Class B Notes up to the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account for the Class B Notes;

(e) fifth, with respect to each Monthly Period, if after giving effect to deposits to be made with respect to such Monthly Period pursuant to Section 3.01 (c) the Class C Notes have not received the full amount targeted to be deposited pursuant to Section 3.02 with respect to that Monthly Period, then Series 2004-1 Available Principal Amounts (in an amount, not less than zero, not to exceed the sum of the Daily Principal Amounts for each day during such Monthly Period for all Class D Notes minus the aggregate amount of Series 2004-1 Available Principal Amounts reallocated pursuant to clauses (a) through (d) above) will be allocated to the Interest Funding sub-Account of the Class C Notes up to the amount of the deficiency in the targeted amount to be deposited into the Interest Funding sub-Account for the Class C Notes;

(f) sixth, to make the targeted deposits to the Principal Funding Account pursuant to Section 3.09; and

(g) seventh, to the Issuer for reinvestment in the Investor Interest of the Collateral Certificate.

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Section 3.08. Computation of Reductions to the Nominal Liquidation Amount of Subordinated Classes from Reallocations of Series 2004-1 Available Principal Amounts.

(a) Each reallocation of Series 2004-1 Available Principal Amounts paid to the Servicer and the Indenture Trustee pursuant to Section 3.07(a) and (b) will reduce the Nominal Liquidation Amount of the Class D Notes. If such reduction would cause the Nominal Liquidation Amount of the Class D Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class C Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class D Notes would have been reduced below zero. If such reduction would cause the Nominal Liquidation Amount of the Class C Notes to be reduced below zero, then the Nominal Liquidation Amount of the Class B Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class C Notes would have been reduced below zero.

(b) Each reallocation of Series 2004-1 Available Principal Amounts deposited to the Interest Funding sub-Account of the Class A Notes pursuant to Section 3.07(c) will reduce the Nominal Liquidation Amount (determined after giving effect to clause (a) above) of the Class D Notes. If such reduction would cause the Nominal Liquidation Amount of the Class D Notes to be reduced below zero (determined after giving effect to clause (a) above), then the Nominal Liquidation Amount of the Class C Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class D Notes would have been reduced below zero. If such reduction would cause the Nominal Liquidation Amount of the Class C Notes to be reduced below zero (determined after giving effect to clause (a) above), then the Nominal Liquidation Amount of the Class B Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class C Notes would have been reduced below zero.

(c) Each reallocation of Series 2004-1 Available Principal Amounts deposited to the Interest Funding sub-Account of the Class B Notes pursuant to Section 3.07(d) will reduce the Nominal Liquidation Amount (determined after giving effect to clause (a) above) of the Class D Notes. If such reduction would cause the Nominal Liquidation Amount of the Class D Notes to be reduced below zero (determined after giving effect to clause (a) above), then the Nominal Liquidation Amount of the Class C Notes shall be reduced by the amount by which the Nominal Liquidation Amount of the Class D Notes would have been reduced below zero (determined after giving effect to clause (a) above).

(d) Each reallocation of Series 2004-1 Available Principal Amounts deposited to the Interest Funding sub-Account of the Class C Notes pursuant to Section 3.07(e) will reduce the Nominal Liquidation Amount (determined after giving effect to clause (a) above) of the Class D Notes.

Section 3.09. Targeted Deposits of Series 2004-1 Available Principal Amounts to the Principal Funding Account. The amount of the deposit targeted for each Class of Notes with respect to any Monthly Period to be deposited into the Principal Funding sub-Account for that Class will be the sum of (i) the amount determined pursuant to clause (a), (b) or (c) with respect to such Class for such Monthly Period, as applicable, or if more than one such clause is applicable, the highest amount determined pursuant to any one of such clauses, and (ii) any deposit targeted pursuant to clause (i) with respect to such Class for any prior Monthly Period

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but for which the full targeted deposit was not made, but in no case more than the Nominal Liquidation Amount of such Class (computed immediately before giving effect to such deposit but after giving effect to any Investor Charge-Offs and any reallocations of Series 2004-1 Available Principal Amounts on such date).

(a) Principal Payment Date. With respect to the Monthly Period immediately preceding the Principal Payment Date, the deposit targeted for that Class of Notes is equal to the Nominal Liquidation Amount of that Class of Notes as of the close of business on the last day of the Monthly Period preceding such Monthly Period (determined after giving effect to any Investor Charge-Offs and any reallocations, payments or deposits of Series 2004-1 Available Principal Amounts on the following Transfer Date).

(b) Budgeted Deposits.

(i) Subject to Section 3.09(c), with respect to each Monthly Period, beginning with the Accumulation Commencement Date, the deposit targeted to be made into the Principal Funding sub-Account for that Class will be the Controlled Accumulation Amount for that Class.

(ii) Notwithstanding anything to the contrary in clause (i), on or before the Transfer Date immediately preceding the first Business Day of the month that is nine (9) months prior to the Expected Principal Payment Date, and each Determination Date thereafter until the Accumulation Commencement Date, provided that no Pay Out Event (as defined in the Series 2004-MC Supplement) has occurred, the Issuer will determine the “Accumulation Period Length”, which will mean a number of months such that the amount available for distribution of principal will equal or exceed the aggregate Outstanding Dollar Principal Amount of the Class A Notes, the Class B Notes and the Class C Notes, assuming for this purpose that (1) the payment rate with respect to Principal Collections (as defined in the Pooling and Servicing Agreement) remains constant at the lowest level of such payment rate during the nine preceding Monthly Periods (or such lower payment rate as the [Administrator] may select), (2) the total amount of Principal Receivables in the Master Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Pay Out Event (as defined in the Pooling and Servicing Agreement) with respect to any Series (as defined in the Pooling and Servicing Agreement) will subsequently occur and (4) no additional series (other than any series being issued on such date of determination) will be subsequently issued; provided, however, that the Accumulation Period Length will not be determined to be less than one month; provided further, however, that the determination of the Accumulation Period Length may be changed at any time if the Note Rating Agencies provide prior written confirmation that a Ratings Effect will not occur with respect to such change.

(c) Event of Default, Early Redemption Event. If any Class of Notes has been accelerated during a Monthly Period after the occurrence of an Event of Default, or if an Early Redemption Event with respect to any Class of Notes occurs during such Monthly Period, the deposit targeted for that Class of Notes with respect to that Monthly Period and each following Monthly Period is equal to the Nominal Liquidation Amount of that Class of Notes as of the close of business on the last day of the preceding Monthly Period (after taking into account any reallocations, payments or deposits on the following Transfer Date).

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Section 3.10. Allocations among Principal Funding sub-Accounts. The aggregate amount of the deposits to be made to the Principal Funding Account for each Class of Notes pursuant to Section 3.09 for each Monthly Period will be allocated, and a portion deposited in the Principal Funding sub-Account for each Class of Notes, as follows:

(a) Series 2004-1 Available Principal Amounts Equal to Targeted Amount. If Series 2004-1 Available Principal Amounts remaining after giving effect to Sections 3.07(a) through (e) are equal to the aggregate amount of Series 2004-1 Available Principal Amounts targeted to be deposited into the Principal Funding Account for all Classes of Notes pursuant to Section 3.09, then that targeted amount shall be deposited in the Principal Funding sub-Account established for each Class of Notes.

(b) Series 2004-1 Available Principal Amounts Are Less Than Targeted Amounts. If Series 2004-1 Available Principal Amounts remaining after giving effect to Sections 3.07(a) through (e) are less than the aggregate amount targeted to be deposited into the Principal Funding Account for all Classes of Notes pursuant to Section 3.09, then the amount available will be deposited in the Principal Funding sub-Account established for each Class in the following priority:

(i) first, the amount available will be allocated to the Class A Notes up to the amount targeted to be deposited into the Principal Funding sub-Account for the Class A Notes pursuant to Section 3.09;

(ii) second, the amount available after the application in clause (i) above will be allocated to the Class B Notes up to the amount targeted to be deposited into the Principal Funding sub-Account for the Class B Notes pursuant to Section 3.09;

(iii) third, the amount available after the applications in clauses (i) and (ii) above will be allocated to the Class C Notes, up to the amount targeted to be deposited into the Principal Funding sub-Account for the Class C Notes pursuant to Section 3. 09; and

(iv) fourth, the amount available after the applications in clauses (i), (ii) and (iii) above will be allocated to the Class D Notes, up to the amount targeted to be deposited into the Principal Funding sub-Account for the Class D Notes pursuant to Section 3. 09.

Section 3.11. Amounts to be Treated as Series 2004-1 Available Principal Amounts; Other Deposits to Principal Funding sub-Accounts. The following deposits and payments will be made on the following dates:

(a) Amounts to be Treated as Series 2004-1 Available Principal Amounts. In addition to Available Principal Amounts allocated to the Series 2004-1 Notes pursuant to Section 502 of the Indenture, the following amounts shall be treated as Series 2004-1 Available Principal Amounts for application in accordance with this Article III for any Monthly Period:

(i) Reallocated Series 2004-1 Available Funds. Series 2004-1 Available Principal Amounts will include Series 2004-1 Available Funds reallocated to be treated as Series 2004-1 Available Principal Amounts pursuant to Section 3.01(d) or 3.01(e).

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(b) Class C Reserve sub-Account. Withdrawals made from the Class C Reserve sub-Account pursuant to Section 3.17(b) will be deposited into the Class C Principal Funding sub-Account on the Transfer Date.

Section 3.12. Withdrawals from Interest Funding Account. On each Interest Payment Date, an amount equal to the interest due on the applicable Class of Notes on such Interest Payment Date (including any overdue and additional interest with respect to prior Interest Payment Dates) will be withdrawn from that Interest Funding sub-Account and remitted to the Paying Agent. Withdrawals made pursuant to this Section 3.12 with respect to any Class of Notes will be made from the Interest Funding sub-Account established for that Class only after all allocations and reallocations have been made pursuant to Sections 3.02, 3.03, 3.04 and 3.07. In no event will the aggregate amount of the withdrawals from an Interest Funding sub-Account for any month be more than the amount on deposit in the applicable Interest Funding sub-Account.

After payment in full of any interest on any Class of Notes, any amount remaining on deposit in the applicable Interest Funding sub-Account will be paid to the Issuer.

Section 3.13. Withdrawals from Principal Funding Account. On each applicable Principal Payment Date with respect to each Class of Notes, an amount equal to the principal due on the applicable Class of Notes on the applicable Principal Payment Date will be withdrawn from such Principal Funding sub-Account and remitted to the Paying Agent. Withdrawals made pursuant to this Section 3.13 with respect to any Class of Notes will be made from the Principal Funding sub-Accounts established for that Class only after all allocations have been made pursuant to Sections 3.09, 3.10 and 3.11. In no event will the amount of the withdrawal be more than the amount on deposit in the applicable Principal Funding sub-Account.

Upon payment in full of any Class of Notes, any remaining amount on deposit in the applicable Principal Funding sub-Account will be paid to the Issuer.

Section 3.14. Calculation of Nominal Liquidation Amount. On or prior to each Transfer Date, the Issuer shall calculate the Nominal Liquidation Amount of each Class of Outstanding Series 2004-1 Notes which shall be the following amount:

(a) as of the date of issuance of such Class of Notes, the Initial Dollar Principal Amount of such Class of Notes; and

(b) thereafter, the sum of, without duplication:

(i) the Nominal Liquidation Amount of such Class of Notes immediately after the prior date of determination; plus

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(ii) such Class’ allocable share of all reimbursements of its Nominal Liquidation Amount Deficit pursuant to Section 3.01(e) since the prior date of determination determined as set forth in Section 3.06; minus

(iii) such Class’ allocable share of all reallocations of Series 2004-1 Available Principal Amounts pursuant to Section 3.07 since the prior date of determination, determined as set forth in Section 3.08; minus

(iv) the amount of the reduction of the Nominal Liquidation Amount of such Class resulting from an allocation of Investor Charge-Offs since the prior date of determination, determined as set forth in Section 3.05; minus

(v) the amount deposited in the applicable Principal Funding sub-Account for such Class (after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination;

provided, however, that (1) the Nominal Liquidation Amount of a Class of Notes may never be less than zero, (2) the Nominal Liquidation Amount of any Class of Notes may never be greater than the Outstanding principal amount of such Class and [(3) the Nominal Liquidation Amount of any Class of Notes that has caused a sale of its allocable portion of the Series 2004-MC Certificate pursuant to Section [    ] of the Indenture will be zero].

The Nominal Liquidation Amount for the Series 2004-1 Notes will be the sum of the Nominal Liquidation Amounts of all Classes of the Series 2004-1 Notes.

Section 3.15. Netting of Deposits and Payments. The Issuer, in its sole discretion, may make all deposits to Interest Funding sub-Accounts and Principal Funding sub-Accounts pursuant to Sections 3.02 and 3.10 with respect to any Monthly Period net of, and after giving effect to, (a) all reallocations to be made pursuant to Section 3.07 and (b) all payments to the Issuer pursuant to Section 3.07(g).

Section 3.16. Targeted Deposits to the Class C Reserve Account. The aggregate deposit targeted to be made to the Class C Reserve Account with respect to each Transfer Date is an amount equal to the amount required to cause the amount on deposit in the Class C Reserve Account to be at least equal to the Class C Required Reserve Account Amount.

Section 3.17. Withdrawals from the Class C Reserve Account. Withdrawals from the Class C Reserve Account will be made as follows:

(a) Payments of Interest. If the amount on deposit in the Interest Funding sub-Account for the Class C Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 3.12 with respect to the Class C Notes, on the Transfer Date immediately preceding the related Interest Payment Date, an amount equal to that deficiency will be withdrawn from the Class C Reserve Account and deposited into the Interest Funding sub-Account for the Class C Notes.

(b) Payments of Principal. If, [on and after the earliest to occur of (i) the date on which the Class C Notes are accelerated pursuant to Section 702 of the Indenture following an

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Event of Default with respect to the Class C Notes, (ii) any date on or after the Transfer Date immediately preceding the Expected Principal Payment Date on which the amount on deposit in the Principal Funding sub-Account for the Class C Notes equals or exceeds the Outstanding Dollar Principal Amount of the Class C Notes and (iii) the Legal Maturity Date for the Class C Notes], the amount on deposit in the Principal Funding sub-Account for the Class C Notes is insufficient to pay in full the amounts for which withdrawals are required under Section 3.13, an amount equal to that deficiency will be withdrawn from the Class C Reserve Account and deposited into the Principal Funding sub-Account for the Class C Notes on the Transfer Date before the date of the applicable withdrawal required pursuant to Section 3.13.

(c) Withdrawal of Excess Amounts. If on any Transfer Date with respect to which the Class C Notes have not been accelerated, the amount on deposit in the Class C Reserve Account exceeds the Class C Required Reserve Account Amount, the amount of such excess will be withdrawn from the Class C Reserve Account and paid to the Issuer. Upon payment in full of the Class C Notes, any amount on deposit in the Class C Reserve Account will be applied in accordance with the preceding sentence.

Section 3.18. Targeted Deposits to the Accumulation Reserve Account. The aggregate deposit targeted to be made to the Accumulation Reserve Account with respect to each Monthly Period is an amount equal to the Required Accumulation Reserve Account Amount.

Section 3.19. Withdrawals from the Accumulation Reserve Account. On or before each Transfer Date with respect to the Controlled Accumulation Period, the [Administrator] shall calculate (i) prior to the payment in full of the Class A Nominal Liquidation Amount, the Class A Reserve Draw Amount, (ii) prior to the payment in full of the Class B Nominal Liquidation Amount, the Class B Reserve Draw Amount, and (iii) prior to the payment in full of the Class C Nominal Liquidation Amount, the Class C Reserve Draw Amount. Withdrawals for any Class of Notes will be made from the Accumulation Reserve Account as specified below.

(a) On each Transfer Date, first, the Class A Reserve Draw Amount, if any, up to the Available Accumulation Reserve Account Amount, second, following withdrawal of the Class A Reserve Draw Amount, the Class B Reserve Draw Amount, if any, up to any remaining Available Accumulation Reserve Account Amount, and third following withdrawal of the Class A Reserve Draw Amount and the Class B Reserve Draw Amount, the Class C Reserve Draw Amount, if any, up to any remaining Available Accumulation Reserve Account Amount shall be withdrawn from the Accumulation Reserve Account on such Transfer Date by the Indenture Trustee (acting in accordance with the instructions of the [Administrator]) and deposited into the Interest Funding sub-Accounts for the Class A Notes, Class B Notes and Class C Notes, respectively.

(b) Payment to Issuer. If on any Transfer Date the aggregate amount on deposit in the Accumulation Reserve Account exceeds the Required Accumulation Reserve Account Amount, the amount of such excess will be withdrawn from the Accumulation Reserve Account and paid to the Issuer.

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(c) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Accumulation Reserve Account shall be retained in the Accumulation Reserve Account (to the extent that the Available Accumulation Reserve Account Amount is less than the Required Accumulation Reserve Account Amount) and the balance, if any, shall be included in Series 2004-1 Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balance in the Accumulation Reserve Account for any reason under this Series Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit.

Section 3.20. Computation of Interest.

(a) Interest on the Notes will be calculated on the basis of a 360-day year for the actual number of days elapsed.

(b) Interest for any period will be calculated from and including the first day of such period, to but excluding the last day of such period.

Section 3.21. Excess Available Funds Sharing.

(a) Shared Excess Available Funds allocable to the Series 2004-1 Notes on any Transfer Date shall be treated as Series 2004-1 Available Funds for such Transfer Date.

(b) Shared Excess Available Funds allocable to the Series 2004-1 Notes with respect to any Transfer Date shall mean an amount equal to the Series Available Funds Shortfall, if any, with respect to the Series 2004-1 Notes for such Transfer Date; provided, however, that if the aggregate amount of Shared Excess Available Funds for all Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One for such Transfer Date is less than the Aggregate Series Available Funds Shortfall for such Transfer Date, then Shared Excess Available Funds allocable to the Series 2004-1 Notes on such Transfer Date shall equal the product of (i) Shared Excess Available Funds for all Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One for such Transfer Date and (ii) a fraction, the numerator of which is the Series Available Funds Shortfall with respect to the Series 2004-1 Notes for such Transfer Date and the denominator of which is the Aggregate Series Available Funds Shortfall for all Excess Available Funds Sharing Series in Excess Available Funds Sharing Group One for such Transfer Date.

Section 3.22. Calculation Agent; Determination of LIBOR.

(a) The Issuer hereby agrees that for so long as any Class A Notes, Class B Notes or Class C Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuer hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed.

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(b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a period equal to the relevant Interest Period (commencing on the first day of such Interest Period), which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date (or such other source from which the Calculation Agent customarily obtains London interbank offered rates for deposits in United States dollars). If such rate does not appear on Telerate Page 3750 or such other source, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period equal to the relevant Interest Period (commencing on the first day of such Interest Period). The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to the relevant Interest Period (commencing on the first day of such Interest Period).

(c) The Class A Interest Rate, Class B Interest Rate and Class C Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at the Corporate Trust Office at 1-800-344-5128 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time.

(d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee and the [Issuer], by facsimile transmission, notification of LIBOR for the following Interest Period.

Section 3.23. Payments of Interest and Principal.

(a) Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee.

26

(b) The right of the Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Series 2004-1 Termination Date.

Section 3.24. Monthly Noteholder Report. All deposits, withdrawals or payments to be made by the Indenture Trustee pursuant to this Article III shall be made based solely on the applicable Monthly Noteholder Report or the written notice of the Issuer.

[END OF ARTICLE III]

27

ARTICLE IV

Early Redemption of Notes

Section 4.01. Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 12.01 of the Indenture, if:

(a) the average Net Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average Base Rate for such period; or

(b) the Nominal Liquidation Amount of either the Class A Notes, the Class B Notes or the Class C Notes shall not have been reduced to zero on the respective scheduled payment date;

an “Early Redemption Event” with respect to the Series 2004-1 Notes shall be deemed to have occurred.

[END OF ARTICLE IV]

28

ARTICLE V

Accounts and Investments

Section 5.01. Accounts.

(a) On or before the Closing Date, the Indenture Trustee will cause to be established and maintained four Qualified Accounts denominated as follows: the “Interest Funding Account,” the “Principal Funding Account,” the “Accumulation Reserve Account” and the “Class C Reserve Account” in the name of the Indenture Trustee, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-1 Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders). The Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account and the Class C Reserve Account constitute Supplemental Accounts and shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 2004-1 Noteholders (or, in the case of the Class C Reserve Account, for the benefit of the Class C Noteholders). If, at any time, the institution holding either the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account or the Class C Reserve Account ceases to be a Qualified Institution, the Issuer will within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Note Rating Agency may consent) establish a new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account or Class C Reserve Account, as the case may be, that is a Qualified Account and shall transfer any cash and/or investments to such new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account or Class C Reserve Account, as the case may be. From the date such new Interest Funding Account, Principal Funding Account, Accumulation Reserve Account or Class C Reserve Account is established, it will be the “Interest Funding Account,” “Principal Funding Account,” “Accumulation Reserve Account” or “Class C Reserve Account,” as the case may be. Each Class of Notes will have its own sub-Account within the Interest Funding Account and the Principal Funding Account. The Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account and the Class C Reserve Account will receive deposits pursuant to Article III.

(b) On the Closing Date, the Issuer shall deposit $[            ] into the Class C Reserve Account.

(c) All payments to be made from time to time by the Indenture Trustee to Noteholders-out of funds in the Interest Funding Account, the Principal Funding Account, the Accumulation Reserve Account or the Class C Reserve Account pursuant to this Indenture Supplement will be made by the Indenture Trustee to the Paying Agent not later than 12:00 noon on the applicable Interest Payment Date or Principal Payment Date but only to the extent of available funds in the applicable sub-Account or as otherwise provided in Article III.

(d) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Class C Reserve Account will be retained in the Class C Reserve Account (to the extent that the sum of the amount on deposit in the Class C Reserve Account with respect to the related Monthly Period is less than the Class C Required Reserve Account Amount for that Monthly Period) and the excess, if any, will be paid to the Issuer.

[END OF ARTICLE V]

29

IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

MELLON BANK PFL MASTER NOTE TRUST,
By: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee and not in its individual capacity
By:
	Name:
	Title:
WELLS FARGO BANK, N.A., as Indenture Trustee and not in its individual capacity
By:
	Name:
	Title:

30

STATE OF DELAWARE	)
	)	ss:
COUNTY OF CASTLE	)

On this             day of             , 200_, before me personally came                     , a                      of                         , to me known to be the person described in and who executed the foregoing instrument, and duly acknowledged that [he] [she] executed the same for the purposes therein contained, and acknowledged the same to be [his][her] free act and deed.

Name

[Notarial Seal]

31

STATE OF NEW YORK	)
	)	ss:
COUNTY OF NEW YORK	)

On [    ], [    ], before me personally came [    ], to me known, who, being by me duly sworn, did depose and say that [he] [she] resides at [    ]; that [he] [she] is of Wells Fargo Bank, N.A., one of the parties described in and which executed the above instrument; that [he][she] knows the corporate seal of said corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that [he][she] signed his name thereto by like authority.

Name

[Notarial Seal]

32

INDENTURE SUPPLEMENT

EXHIBIT A-1

[FORM OF] CLASS A NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, MELLON BANK, N.A. OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, MELLON BANK, N.A. OR THE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF MELLON BANK, N.A. FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

A-1-1

REGISTERED	up to $                            *
No.	CUSIP NO.

MELLON BANK PFL MASTER NOTE TRUST

[Floating Rate]

SERIES 2004-1 CLASS A NOTE

Mellon Bank PFL Master Note Trust, a statutory business trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of                          payable on the                                   Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the                  Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of              and shall be due and payable on each Interest Payment Date from the Monthly Interest Accrual Date in the related Monthly Period (or, in the case of the first Transfer Date, from the date of issuance of this Note) to but excluding the first Monthly Interest Accrual Date after the end of that Monthly Period. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

A-1-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

MELLON BANK PFL MASTER NOTE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee and not in its individual capacity
By:
	Name:
	Title:
Date:                 , 2004

A-1-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:
Date:             , 2004

A-1-4

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the “Notes”), all issued under an Indenture dated as of June [    ], 2004 (such indenture, as supplemented or amended, is herein called the “Indenture”), as supplemented by an Indenture Supplement dated as of June [    ], 2004 (the “Indenture Supplement”), between the Issuer and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class B Notes, the Class C Notes and the Class D Notes also will be issued under the Indenture.

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Notes will be payable on the Expected Principal Payment Date in an amount described on the face hereof.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default relating solely to the non-payment of interest on the Notes shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 7.02 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the holders of not less than a majority of the Outstanding Amount of the Notes. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Class of Notes is reduced to less than 10% of its Initial Dollar Principal Amount, the Issuer has the right, but not the obligation, to redeem such Class of Notes in whole but not in part, pursuant to Section 12.02 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Class, plus interest accrued and unpaid or principal accreted and unpaid on such Class to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more series or Classes of Notes.

A-1-5

On each Payment Date, the Paying Agent shall distribute to each Class A Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Class A Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class A Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto.]

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, shall be deemed to have represented that such Person

A-1-6

either (i) is not acquiring the Note for, or on behalf of, a Benefit Plan, or (ii) is acquiring the Note for, or on behalf of, a Benefit Plan and its acquisition and holding of such Note will (x) not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered by PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption and (y) will not cause a non-exempt violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder that it will not at any time institute against Mellon Bank, N.A., the Master Trust or the Issuer, or join in any institution against Mellon Bank, N.A., the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued

A-1-7

upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-1-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

____________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:

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

A-1-9

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Trust
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-1-10

PART II

PRINCIPAL PAYMENTS

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Trust

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Trust

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-1-11

EXHIBIT A-2

[FORM OF] CLASS B NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF THE TRANSFEROR FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

A-2-1

REGISTERED	up to $        *
No.	CUSIP NO.

MELLON BANK PFL MASTER NOTE TRUST

[Floating Rate]

SERIES 2004-1 CLASS B NOTE

Mellon Bank PFL Master Note Trust, a statutory business trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of                      payable on the                      Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the                           Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of                      and shall be due and payable on each Interest Payment Date from the Monthly Interest Accrual Date in the related Monthly Period (or, in the case of the first Transfer Date, from the date of issuance of this Note) to but excluding the first Monthly Interest Accrual Date after the end of that Monthly Period. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

A-2-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

MELLON BANK PFL MASTER NOTE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee and not in its individual capacity
By:
	Name:
	Title:
Date:                  , 2004

A-2-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:
Date:             , 2004

A-2-4

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the “Notes”), all issued under an Indenture dated as of June [    ], 2004 (such indenture, as supplemented or amended, is herein called the “Indenture”), as supplemented by an Indenture Supplement dated as of June [    ], 2004 (the “Indenture Supplement”), between the Issuer and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A Notes, the Class C Notes and the Class D Notes also will be issued under the Indenture.

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Notes will be payable on the Expected Principal Payment Date in an amount described on the face hereof.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default relating solely to the non-payment of interest on the Notes shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 7.02 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the holders of not less than a majority of the Outstanding Amount of the Notes. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Class of Notes is reduced to less than 10% of its Initial Dollar Principal Amount, the Issuer has the right, but not the obligation, to redeem such Class of Notes in whole but not in part, pursuant to Section 12.02 of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Class, plus interest accrued and unpaid or principal accreted and unpaid on such Class to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more series or Classes of Notes.

A-2-5

On each Payment Date, the Paying Agent shall distribute to each Class B Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Class B Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class B Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto.]

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, shall be deemed to have represented that such Person

A-2-6

either (i) is not acquiring the Note for, or on behalf of, a Benefit Plan, or (ii) is acquiring the Note for, or on behalf of, a Benefit Plan and its acquisition and holding of such Note will (x) not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered by PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption and (y) will not cause a non-exempt violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder that it will not at any time institute against Mellon Bank, N.A., the Master Trust or the Issuer, or join in any institution against Mellon Bank, N.A., the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued

A-2-7

upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

____________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:

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

A-2-9

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Trust
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-2-10

PART II

PRINCIPAL PAYMENTS

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Trust

Date of Payment Total Amount Payable Total Amount Paid Confirmation of payment by or on behalf of the Trust

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-2-11

EXHIBIT A-3

[FORM OF] CLASS C NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE ISSUER, THE TRANSFEROR OR THE MASTER TRUST, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF THE TRANSFEROR FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

A-3-1

REGISTERED	up to $            *
No.	CUSIP NO.

MELLON BANK PFL MASTER NOTE TRUST

[Floating Rate]

SERIES 2004-1 CLASS C NOTE

Mellon Bank PFL Master Note Trust, a statutory business trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, subject to the following provisions, a principal sum of                      payable on the                      Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the                      Payment Date (the “Legal Maturity Date”). Interest will accrue on this Note at the rate of                  and shall be due and payable on each Interest Payment Date from the Monthly Interest Accrual Date in the related Monthly Period (or, in the case of the first Transfer Date, from the date of issuance of this Note) to but excluding the first Monthly Interest Accrual Date after the end of that Monthly Period. Interest will be computed on the basis of a 360-day year [of twelve 30-day months] [and the actual number of days elapsed]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

A-3-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

MELLON BANK PFL MASTER NOTE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee and not in its individual capacity
By:
	Name:
	Title:
Date:             , 2004

A-3-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:
Date:             , 2004

A-3-4

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the “Notes”), all issued under an Indenture dated as of June [    ], 2004 (such indenture, as supplemented or amended, is herein called the “Indenture”), as supplemented by an Indenture Supplement dated as of June [    ], 2004 (the “Indenture Supplement”), between the Issuer and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A Notes, the Class B Notes and the Class D Notes also will be issued under the Indenture.

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Notes will be payable on the Expected Principal Payment Date in an amount described on the face hereof.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default relating solely to the non-payment of interest on the Notes shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 7.02 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the holders of not less than a majority of the Outstanding Amount of the Notes. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Class of Notes is reduced to less than 10% of its Initial Dollar Principal Amount, the Issuer has the right, but not the obligation, to redeem such Class of Notes in whole but not in part, pursuant to Section 12.02, of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Class, plus interest accrued and unpaid or principal accreted and unpaid on such Class to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more series or Classes of Notes.

A-3-5

On each Payment Date, the Paying Agent shall distribute to each Class C Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Class C Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class C Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto.]

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, shall be deemed to have represented that such Person

A-3-6

either (i) is not acquiring the Note for, or on behalf of, a Benefit Plan, or (ii) is acquiring the Note for, or on behalf of, a Benefit Plan and its acquisition and holding of such Note will (x) not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered by PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption and (y) will not cause a non-exempt violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder that it will not at any time institute against Mellon Bank, N.A., the Master Trust or the Issuer, or join in any institution against Mellon Bank, N.A., the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued

A-3-7

upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-3-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

____________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:

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

A-3-9

REGISTERED	up to $            *
No.	CUSIP NO.

MELLON BANK PFL MASTER NOTE TRUST

[Floating Rate]

SERIES 2004-1 CLASS D NOTE

Mellon Bank PFL Master Note Trust, a statutory business trust created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [                    ], or registered assigns, subject to the following provisions, a principal sum of                      payable on the                      Payment Date (the “Expected Principal Payment Date”), except as otherwise provided below or in the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the                      Payment Date (the “Legal Maturity Date”). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal on this Note is payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

* Denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

A-4-1

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

MELLON BANK PFL MASTER NOTE TRUST, as Issuer
By: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee and not in its individual capacity
By:
	Name:
	Title:
Date:             , 2004

A-4-2

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

WELLS FARGO BANK, N.A., not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:
Date:             , 2004

A-4-3

[REVERSE OF NOTE]

This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its [Floating Rate] Asset Backed Notes (herein called the “Notes”), all issued under an Indenture dated as of June [    ], 2004 (such indenture, as supplemented or amended, is herein called the “Indenture”), as supplemented by an Indenture Supplement dated as of June [    ], 2004 (the “Indenture Supplement”), between the Issuer and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A Notes, Class B Notes and Class C Notes also will be issued under the Indenture.

The Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Notes will be payable on the Expected Principal Payment Date in an amount described on the face hereof.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default relating solely to the non-payment of interest on the Notes shall have occurred and be continuing and the Indenture Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 7.02 of the Indenture; provided, however, that such acceleration of the entire unpaid principal amount of the Notes may be rescinded by the holders of not less than a majority of the Outstanding Amount of the Notes. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto.

On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of any Class of Notes is reduced to less than 10% of its Initial Dollar Principal Amount, the Issuer has the right, but not the obligation, to redeem such Class of Notes in whole but not in part, pursuant to Section 12.02, of the Indenture. The redemption price will be an amount equal to the Outstanding principal amount of such Class, plus interest accrued and unpaid or principal accreted and unpaid on such Class to but excluding the date of redemption.

Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Trust, to issue, one or more series or Classes of Notes.

A-4-4

On each Payment Date, the Paying Agent shall distribute to each Class D Noteholder of record on the related Record Date (except for the final distribution with respect to this Note) such Class D Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Class D Notes. Final payments of this Note will be made only upon presentation and surrender of this Note at the office or offices therein specified.

[Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the clearing agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New York. On any payment of interest or principal being made, details of such payment shall be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto.]

[As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.]

With respect to any Prospective Owner of a Class D Note, each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, shall be deemed to have represented that such Person is not acquiring the Class D Note for, or on behalf of, a Benefit Plan.

A-4-5

In addition, each purchaser of a Class D Note, by its acceptance hereof, represents, acknowledges and agrees that: (i) such Noteholder has not acquired and shall not sell, trade or transfer any interest in the Note nor cause any interest in the Note to be marketed, on or through either (a) an “established securities market” within the meaning of Section 7704(b)(1) of the Code (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (b) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b)(2) of the Code (including a market wherein interests in such classes of notes are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in such classes of notes and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder that it will not at any time institute against Mellon Bank, N.A., the Master Trust or the Issuer, or join in any institution against Mellon Bank, N.A., the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any Derivative Agreement.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

A-4-6

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing not less than a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Notes or under the Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee or of any successor or assign of the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Owner Trustee has no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-4-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

_____________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:	*
	Signature Guaranteed:

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

A-4-9

SCHEDULE A

PART I

INTEREST PAYMENTS

Interest Payment Date	Date of Payment	Total Amount of Interest Payable	Amount of Interest Paid	Confirmation of payment by or on behalf of the Trust
First
Second

[continue numbering until the appropriate number of interest payment dates for the Notes is reached]

A-4-10

PART II

PRINCIPAL PAYMENTS

Date of Payment	Total Amount Payable	Total Amount Paid	Confirmation of payment by or on behalf of the Trust
___________	___________	___________	___________
___________	___________	___________	___________

Date of Payment	Total Amount Payable	Total Amount Paid	Confirmation of payment by or on behalf of the Trust
___________	___________	___________	___________
___________	___________	___________	___________

[continue numbering until the appropriate number of installment dates for the Notes is reached]

A-4-11

EXHIBIT B

[FORM OF] SERIES 2004-1 SCHEDULE TO PAYMENT INSTRUCTIONS

MELLON BANK, N.A.

MELLON BANK PFL MASTER NOTE TRUST, SERIES 2004-1

MONTHLY PERIOD ENDING                      ,         

Capitalized terms used in this notice have their respective meanings set forth in the Indenture and the Indenture Supplement. Unless otherwise qualified, references herein to certain sections and subsections are references to the respective sections and subsections of the Indenture Supplement. This instruction is delivered pursuant to Section 908, of the Indenture.

The Servicer does hereby instruct the Issuer to instruct the Indenture Trustee, and the Issuer does hereby instruct the Indenture Trustee, to make the following allocations and payments for the related Monthly Period on                      ,         , which date is a Transfer Date under the Pooling and Servicing Agreement, in aggregate amounts set forth below in respect of the following amounts:

I. Allocations and Payments of Series 2004-1 Available Funds.

A.	Allocation of Series 2004-1 Available Funds pursuant to Section 3.01, to be applied on each Transfer Date by the Indenture Trustee in the following priority:
	1.	Amount of targeted deposits paid to the Interest Funding Account pursuant to Section 3.02	$
	2.	Amount paid in respect of the Series 2004-1 Servicing Fee to the Servicer	$
	3.	Amount paid in respect of any previously due and unpaid Series 2004-1 Servicing Fee to the Servicer	$
	4.	Amount to be treated as Series 2004-1 Available Principal Amounts pursuant to Section 3.07 in an amount equal to the Series 2004-1 Investor Default Amount, if any	$
	5.	Amount to be treated as Series 2004-1 Available Principal Amounts pursuant to Section 3.07 in an amount equal to the Nominal Liquidation Amount Deficit, if any	$
	6.	Amount to make the target deposit to the Accumulation Reserve Account pursuant to Section 3.24	$

B-1

7.	Amount to make the target deposit to the Class C Reserve Account pursuant to Section 3.22 if any	$
8.	Amount paid or deposited as required by the terms document of any class or Class of Series 2004-1 Notes	$
9.	Amount to be treated as Shared Excess Available Funds for application in accordance with Section 3.25,	$
10.	Amount to paid to the Issuer	$
	Total	$

B.	Allocations of deposits to Interest Funding sub-Accounts pursuant to Section 3.03:
	1.		Payments to Interest Funding sub-Accounts pursuant to Section 3.03:	$
		a.	[Class/Class]	$
		b.	[Class/Class]	$
			Total	$

C.	Payments and deposits pursuant to Section 3.04, to be received on the following dates:
	1.	Withdrawals from the Class C Reserve Account deposited into the applicable Interest Funding sub-Account on the related Transfer Date pursuant to Section 3.23(a)	$
	2.	As of the date of receipt, Receivables Sales Proceeds deposited in the applicable Interest Funding sub-Account as of the date of receipt by the Issuer	$

D.	Withdrawals from the Interest Funding Account pursuant to Section 3.13, to be made by the Indenture Trustee on the following dates:
	1.	Amount withdrawn from the applicable Interest Funding sub-Accounts and remitted to the applicable Paying Agent on each Interest Payment Date, with respect to each Class of Dollar Notes	$
	2.	Amount withdrawn from the applicable Interest Funding sub-Accounts and converted to the applicable foreign currency at the Spot Exchange Rate and remitted to the applicable Paying Agent for Foreign Currency Notes with a non-Performing Derivative Agreement		$
	3.	Amount withdrawn from the applicable Interest Funding sub-Accounts and invested in the Investor Interest of the Collateral Certificate on each Principal Payment Date, with respect to each Class of Discount Notes		$

B-2

4.	Amount withdrawn from the applicable Interest Funding sub-Accounts and paid to the applicable Derivative Party as specified in the applicable Derivative Agreement, with respect to each Class of Notes which has a Performing Derivative Agreement for interest	$
5.	Amount paid to the Issuer	$

II.	Allocations and Payments of Series 2004-1.
A.	Re-allocation of Series 2004-1 Available Principal Amounts pursuant to Section 3.07(a) to be applied on the next Transfer Date by the Indenture Trustee:
	1.	Reallocated Class C Principal Collections:		$
	2.	Reallocated Class B Principal Collections:		$
B.	Targeted Deposits of Series 2004-1 Available Principal Amounts to the Principal Funding Account pursuant to Section 3.10, to be made by the Indenture Trustee on the following dates:
	1.	On the applicable Principal Payment Date prior to any payment, the Nominal Liquidation Amount for the related Class of Notes:
		a.	[Class/Class]	$
		b.	[Class/Class]	$
			Total	$
	2.	In the applicable Principal Funding sub-Account for the related Class of Notes, the Controlled Accumulation Amount or the amount specified in Section 3.10(b)(ii):
		a.	[Class/Class]	$
		b.	[Class/Class]	$
			Total	$
	3.	In the applicable Principal Funding sub-Account, the Prefunding Target Amount for the Series 2004-1 on the related Transfer Date:
		a.	[Class/Class]	$
		b.	[Class/Class]	$
			Total	$

B-3

	4.	In the case of an Event of Default, Early Redemption Event or other optional or mandatory redemption, on the applicable Transfer Date, the Nominal Liquidation Amount for the related Class of Notes:
		a.	[Class/Class]	$
		b.	[Class/Class]	$
			Total	$
C.	Payments and deposits pursuant to Section 3.12, to be received on the following dates:
	1.	Withdrawals from the Class C Reserve Account deposited into the applicable Principal Funding sub-Account on the related Transfer Date pursuant to Section 3.23(b)		$
	2.	As of the date of receipt, Receivables Sales Proceeds received pursuant to Section 3.20(c)(i) deposited in the applicable Principal Funding sub-Account as of the date of receipt by the Issuer		$
D.	Reallocations of deposits to Principal Funding sub-Accounts pursuant to Section 3.11:
	1.	Payments to Principal Funding sub-Accounts pursuant to Section 3.11(b)(i) for the Class A Notes		$
	2.	Payments to Principal Funding sub-Accounts pursuant to Section 3.11(b)(ii) for the Class B Notes			$
	3.	Payments to Principal Funding sub-Accounts pursuant to Section 3.11(b)(iii) for the Class C Notes			$
E.	Withdrawals from the Principal Funding Account pursuant to Section 3.14 to be made by the Indenture Trustee on the following dates:
	1.	Amount withdrawn from the applicable Principal Funding sub-Accounts and remitted to the applicable Paying Agent on each Principal Payment Date, with respect to each Class of Dollar Notes			$
	2.	Amount withdrawn from the applicable Principal Funding sub-Accounts and paid to the applicable Derivative Party as specified in the applicable Derivative Agreement, with respect to each Class of Notes which has a Performing Derivative Agreement for Principal			$

B-4

3.	Dollar amount withdrawn from the applicable Principal Funding sub-Accounts and converted to the applicable foreign currency at the Spot Exchange Rate pursuant to the applicable Derivative Agreement, with respect to each Class of Notes which has a non-Performing Derivative Agreement for principal	$
4.	Amount of Prefunding Excess Amount withdrawn from the Principal Funding sub-Accounts and paid to the Master Trust to increase the Investor Interest of the Collateral Certificate	$
5.	Amount withdrawn from the applicable Principal Funding sub-Accounts on the Legal Maturity Date of any Class and applied to pay principal of that Class or paid to the applicable Derivative Party for that Class as specified in the applicable Derivative Agreement	$
6.	Amount paid to the Issuer	$

F.	Amount of principal accreted on all Class of Discount Notes and paid to the Master Trust pursuant to Section 3.17(a)		$
G.	Allocations of reductions from Investor Charge-Offs to the Nominal Liquidation Amount of subordinated classes pursuant to Section 3.05:
	1.	Initial allocation of Investor Charge-Offs to each Class of Outstanding Notes	$
		Class A	$
		Class B	$
		Class C	$
	2.	Amount reallocated to the Class C Notes, subject to the restrictions set forth in Section 3.05(c)	$
	3.	Amount reallocated to the Class B Notes, subject to the restrictions set forth in Section 3.05(d)	$
H.	Net proceeds from sales of Receivables for Accelerated Notes pursuant to Section 3.20		$
III.	Targeted deposits to, and withdrawals of funds on deposit from, the Class C Reserve Account.
A.	Targeted deposit to the Class C Reserve Account pursuant to Section 3.22(a):
B.	Deposits to the Class C Reserve sub-Accounts pursuant to Section 3.22:

B-5

1.	Sum of the Class C Reserve sub-Account deposits for each applicable Class of Outstanding Notes:
	a.	[Class]	$
	b.	[Class]	$
		Total	$

C.	Withdrawals from the Class C Reserve Account pursuant to Section 3.23:
	1.	Amount withdrawn from the applicable Class C Reserve sub-Account and deposited in the applicable Interest Funding sub-Account pursuant to Section 3.23(a):
		a.	Interest Funding sub-Account for [Class]	$
		b.	Interest Funding sub-Account for [Class]	$
			Total	$

2.	Amount withdrawn from the Class C Reserve sub-Account and deposited in the applicable Principal Funding subAccount pursuant to Section 3.23(b):
	a.	Principal Funding sub-Account for [Class]	$
	b.	Principal Funding sub-Account for [Class]	$
		Total	$
3.	Amounts paid to the Issuer pursuant to Section 3.23(c)		$

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this     th day of             ,             .

	[                            ],
	as Servicer
By:
	Name:
	Title:

B-6

EXHIBIT C

[FORM OF] SERIES 2004-1 SCHEDULE TO

MONTHLY NOTEHOLDERS’ STATEMENT

Date:                  ,             

MELLON BANK PFL MASTER NOTE TRUST

MONTHLY PERIOD ENDING                  ,             

Reference is made to the Series 2001-D Supplement (the “Series 2001-D Supplement”), dated as of May     , 2001, between Mellon Bank, N.A., a national banking association (the “Bank”), as Seller and Servicer, and Wells Fargo Bank, N.A., as Trustee, the Indenture (the “Indenture”), dated as of May     , 2001 and the Indenture Supplement (the “Indenture Supplement”), dated as of May    , 2001, each between Mellon Bank PFL Master Note Trust, as Issuer, and Wells Fargo Bank, N.A., as Indenture Trustee. Terms used herein and not defined herein have the meanings ascribed to them in the Series 2001-D Supplement, the Indenture and the Indenture Supplement, as applicable.

The following computations are prepared with respect to the Transfer Date of                  ,              and with respect to the performance of the Trust during the related Monthly Period.

A. Targeted deposits to Interest Funding sub-Accounts:

Class/Class	Targeted Deposit to Interest Funding sub-Account for applicable Monthly Period	Actual Deposit to Interest Funding sub-Account for applicable Monthly Period	Shortfall from earlier Monthly Periods	Interest Funding sub-account Balance prior to Withdrawals	Interest Funding sub-Account Earnings
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]

B. Interest to be paid on the corresponding Interest Payment Date:

Class/Class	Interest Payment Date	Interest Rate	Amount of interest to be paid on corresponding Interest Payment Date
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]

C-1

C. Targeted deposits to Class C Reserve sub-Accounts:

Class	Targeted Deposit to Class C Reserve sub-Account for applicable Monthly Period	Actual Deposit to Class C Reserve sub-Account for applicable Monthly Period	Class C Reserve sub-Account Balance on Transfer Date prior to Withdrawals	Class C Reserve sub-Account Earnings
[Total:]

D. Withdrawals to be made from the C Reserve sub-Accounts on the corresponding [Transfer Date]:

Class	Withdrawals for Interest	Withdrawals for Principal	Class C Reserve sub-Account Balance on Transfer Date after Withdrawals
[Class C Total:]

E. Targeted deposits to Principal Funding sub-Accounts:

Class/Class	Targeted Deposit to Principal Funding sub- Account for applicable Monthly Period	Actual Deposit to Principal Funding sub-Account for applicable Monthly Period	Shortfall from earlier Monthly Periods	Principal Funding sub-Account Balance on Transfer Date	Principal Funding sub-Account Earnings
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]

C-2

F. Principal to be paid on the corresponding Principal Payment Date:

Class/Class	Principal Payment Date	Amount of principal to be paid on corresponding Principal Payment Date
Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]

G. Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount as of the end of the prior Monthly Period:

Class/Class	Initial Dollar Principal Amount	Outstanding Principal Amount	Adjusted Outstanding Principal Amount	Nominal Liquidation Amount
Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]

H. Class A Usage of Class B and Class C Subordinated Amounts:

Class	Class A Usage of Class B Subordinated Amount for this Monthly Period	Class A Usage of Class C Subordinated Amount for this Monthly Period	Cumulative Class A Usage of Class B Subordinated Amount	Cumulative Class A Usage of Class C Subordinated Amount
[Total:]

I. Class B Usage of Class C Subordinated Amounts:

Class	Class B Usage of Class C Subordinated Amount for this Monthly Period	Cumulative Class B Usage of Class C Subordinated Amount
[Total:]

C-3

J. Reductions of and Increases to Nominal Liquidation Amount:

Class/ Class	Beginning Nominal Liquidation Amount	Increases from accretions on Principal for Discount Notes	Increases from amounts withdrawn from the Principal Funding sub- Account in respect of Prefunding Excess Amount	Reimburse- ments from Series 2004-1 Available Funds	Reductions due to reallocations of Series 2004-1 Available Principal Amounts	Reductions due to Investor Charge- Offs	Reductions due to amounts on deposit in the Principal Funding sub- Account	Ending Nominal Liquidation Amount
[Class A Total:]
[Class B Total:]
[Class C Total:]
[Total:]

K. Early Redemption Event:

Current month Excess Available Funds	%
Three month Excess Available Funds	%

C-4

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly Noteholders’ Statement this     th day of                     ,         .

MELLON BANK, N.A., as Beneficiary of the Mellon Bank PFL Master Note Trust
By:
	Name:
	Title:

C-5

EX-4.5

Exhibit 4.5

TRUST AGREEMENT, dated as of March 1, 2004, between MELLON PREMIUM FINANCE LOAN OWNER TRUST, a Delaware statutory trust, as depositor (the “Depositor”), Mellon Bank, N.A., a national banking association, as administrator (the “Administrator”), and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”). The Depositor, the Administrator and the Owner Trustee hereby agree as follows:

1. Creation of Trust.

(a) The trust created hereby shall be known as “Mellon Bank PFL Master Note Trust”. The purpose of the Trust is to acquire and hold securities issued by Mellon Bank Premium Finance Loan Master Trust, a New York common-law trust, and related assets (the “Assets”), to enter into certain contracts in connection therewith and to engage in other activities to accomplish the foregoing.

(b) The Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Depositor. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. and that this Trust Agreement constitute the governing instrument of the Trust. The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attached hereto.

(c) The Owner Trustee is authorized and directed to enter into such documents and take such other action as the Administrator specifically directs in written instructions delivered to the Owner Trustee; provided, however, the Owner Trustee shall not be required to take any action if the Owner Trustee shall determine, or shall be advised by counsel, that such action is likely to result in personal liability or is contrary to applicable law or any agreement to which the Owner Trustee is a party.

(d) The Administrator, is hereby authorized and directed, as the agent of the Trust, (i) to prepare, execute, and file with the Securities and Exchange Commission (the “Commission”), in each case on behalf of the Trust, a Registration Statement on Form S-1 (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement or subsequent 1933 Act Registration Statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, relating to the registration under the Securities Act of 1933, as amended, of a Master Collateral Certificate issued by Mellon Bank Premium Finance Loan Master Trust and asset backed notes (the “Securities”), the source of payment for which is the Assets; (ii) to prepare, file

and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Securities under the securities or blue sky laws or license the Trust under the lending laws of such jurisdictions as the Administrator, on behalf of the Trust, may deem necessary or desirable and (iii) to execute on behalf of the Trust any underwriting agreements relating to the Securities, each among the Trust, the Depositor and the underwriter(s) named therein, each substantially in the form included as an exhibit to the 1933 Act Registration Statement.

(e) The Depositor, the Administrator and the Owner Trustee will enter into an amended and restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby.

2. Concerning the Owner Trustee.

(a) Except as otherwise expressly required by Section 1 of this Trust Agreement, the Owner Trustee shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust’s property or the payment of dividends or other distributions of income or principal to the Trust’s beneficiaries, and no implied obligations shall be inferred from this Trust Agreement on the part of the Owner Trustee. The Owner Trustee shall not be liable for the acts or omissions of the Depositor or the Administrator nor shall the Owner Trustee be liable for any act or omission by it in good faith in accordance with the directions of the Depositor or Administrator.

(b) The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Owner Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or gross negligence. In particular, but not by way of limitation:

(i) The Owner Trustee shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Owner Trustee;

(ii) No provision of this Trust Agreement shall require the Owner Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii) Under no circumstance shall the Owner Trustee be personally liable for any representation, warranty, covenant or indebtedness of the Trust;

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(iv) The Owner Trustee shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Depositor or the Administrator;

(v) In the event that the Owner Trustee is unsure of the course of action to be taken by it hereunder, the Owner Trustee may request instructions from the Administrator and to the extent the Owner Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Owner Trustee, it shall have no duty or liability for its failure to take any action or for any action it takes in good faith;

(vi) All funds deposited with the Owner Trustee hereunder may be held in a non-interest bearing trust account and the Owner Trustee shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Administrator; and

(vii) To the extent that, at law or in equity, the Owner Trustee has duties and liabilities relating thereto to the Depositor, the Administrator or the Trust, the Depositor and the Administrator agree that such duties and liabilities are replaced by the terms of this Trust Agreement.

(c) The Owner Trustee shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the Depositor or the Administrator, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(d) In the exercise or administration of the trusts hereunder, the Owner Trustee (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Owner Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.

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(e) Except as expressly provided in this Section 2, in accepting and performing the trusts hereby created, the Owner Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust’s property for payment or satisfaction thereof.

3. Compensation and Indemnification.

(a) The Administrator hereby agrees to (i) compensate the Owner Trustee in accordance with a separate fee agreement with the Owner Trustee, (ii) reimburse the Owner Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Owner Trustee and any of the officers, directors, employees and agents of the Owner Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Administrator shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.

(b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Administrator prior to the final disposition of any matter upon receipt by the Administrator of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement.

(c) As security for any amounts owing to the Owner Trustee hereunder, the Owner Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other beneficial owner of the Trust. The obligations of the Administrator under this Section 3 shall survive the termination of this Trust Agreement.

4. The Owner Trustee may resign upon thirty days prior notice to the Depositor and Administrator. If no successor has been appointed by the Administrator within such thirty day period, the Owner Trustee may, at the expense of the Trust, petition a court to appoint a successor trustee.

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5. This Trust Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties, whether written or oral.

6. This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

7. This Trust Agreement may be executed in two or more counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement.

[Signature page follows]

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

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Owner Trustee
By:	/s/ John J. Cashin
	John J. Cashin
	Vice President
MELLON BANK, N.A., as Administrator
By:	/s/ Michael A. Bryson
	Michael A. Bryson
	Executive Vice President and Chief Financial Officer
MELLON PREMIUM FINANCE LOAN OWNER TRUST, as Depositor
By:	Mellon Bank, N.A., its administrator
By:	/s/ Michael A. Bryson
	Michael A. Bryson
	Executive Vice President and Chief Financial Officer

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CERTIFICATE OF TRUST OF

Mellon Bank PFL Master Note Trust

THIS Certificate of Trust of Mellon Bank PFL Master Note Trust, (the “Trust”), is being duly executed and filed by Chase Manhattan Bank USA, National Association, as trustee (the “Trustee”), not in its individual capacity, but solely as Trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.).

1. Name. The name of the statutory trust formed hereby is Mellon Bank PFL Master Note Trust.

2. Delaware Trustee. The name and business address of the trustee of the Trust, in the State of Delaware is:

Chase Manhattan Bank USA, National Association

c/o JPMorgan Chase

Attn: Institutional Trust Services

500 Stanton Christiana Rd., OPS4/3^rd Floor

Newark, Delaware 19713

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as trustee
By:	/s/ John J. Cashin
	John J. Cashin
	Vice President

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EX-5.1

Exhibit 5.1

May 28, 2004

Mellon Bank, N.A.

One Mellon Center

Suite 1910

500 Grant Street

Pittsburgh, Pennsylvania 15258-0001

Re: Mellon Bank Premium Finance Loan Master Trust;

       Mellon Bank PFL Master Note Trust

Ladies and Gentlemen:

We have been asked to deliver this opinion in connection with the preparation of the registration statement on Form S-1 (Nos. 333-113957, 333-113957-01, 333-113957-02 and 333-113957-03) (the “Registration Statement”) relating to (i) the issuance by Mellon Bank Premium Finance Loan Master Trust (the “Trust”) of the Mellon Bank Premium Finance Loan Master Trust Asset Backed Certificate, Series 2004-MC (the “Collateral Certificate”) pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the “Pooling and Servicing Agreement”), as amended, and the Series 2004-MC Supplement thereto, to be dated as of June     , 2004 (the “Agreement”), each among Mellon Premium Finance Loan Owner Trust, as transferor (the “Transferor”), AFCO Credit Corporation, as servicer (the “Servicer”), AFCO Acceptance Corporation, as servicer (the “Servicer”), Premium Financing Specialists, Inc., as back-up servicer, Premium Financing Specialists of California, Inc., as back-up servicer (with Premium Financing Specialists, Inc., the “Back-up Servicer”) and Wells Fargo Bank, National Association (successor by merger to Wells Fargo Bank Minnesota, National Association), a national banking association, as trustee (the “Trustee”) and (ii) the issuance by Mellon Bank PFL Master Note Trust (the “Issuer”) of the Mellon Bank PFL Master Note Trust Class A Floating Rate Notes, Series 2004-1 (the “Class A Notes”), the Mellon Bank PFL Master Note Trust Class B Floating Rate Notes, Series 2004-1 (the “Class B Notes”), the Mellon Bank PFL Master Note Trust Class C Floating Rate Notes, Series 2004-1 (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Offered Notes”) and the Class D Notes, Series 2004-1, pursuant to an Indenture, to be dated as of June     , 2004 (the “Note Indenture”) and the Series 2004-1 Indenture Supplement thereto, to be dated as of June     , 2004, each among the Issuer and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Supplement” and together with the Note Indenture, the “Indenture”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). All capitalized terms used but not specifically defined herein have the meaning assigned to such terms in the Agreement.

In connection with this opinion, we have examined original, reproduced or certified copies of (i) the Certificate of Trust and Trust Agreement forming the Transferor, each as amended to date, (ii) the Certificate of Trust and the Trust Agreement, dated as of March 1,

2004, between the Issuer, as depositor, Mellon Bank, N.A. as administrator, and Chase Manhattan Bank USA, National Association, as owner trustee, forming the Issuer, each as amended to date, (iii) the Registration Statement, (iv) records of actions taken by the depositor of the Transferor, (v) a form of the Agreement and (vi) a form of the Indenture. We have also examined such other documents, papers, statutes and authorities as we have deemed necessary as a basis for the opinions hereinafter set forth. In all such examinations made by us in connection with this opinion, we have assumed the genuineness of all signatures, the originals of all documents submitted to us as copies thereof. As to various matters of fact relevant to the opinions hereinafter expressed, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of the Servicer, the Back-up Servicer, the Transferor and others.

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America and the laws of the State of New York.

Based upon and subject to the foregoing, we are of the opinion that:

1. When the issuance, execution and delivery of the Collateral Certificate has been authorized by all necessary corporate action of the Transferor in accordance with the provisions of the Agreement, and when such Collateral Certificate has been duly executed and delivered, authenticated by the Trustee and sold as described in the Registration Statement, assuming that the terms of such Collateral Certificate are otherwise in compliance with applicable law at such time, such Collateral Certificate will be legally issued, fully paid and non-assessable and entitled to the benefits of the Agreement. This opinion is subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity.

2. When the issuance, execution and delivery of the Offered Notes has been authorized by all necessary corporate action in accordance with the provisions of the Indenture, and when such Offered Notes have been duly executed and delivered, authenticated by the Indenture Trustee and sold as described in the Registration Statement, assuming that the terms of such Offered Notes are otherwise in compliance with applicable law at such time, such Offered Notes will be legally issued, fully paid and non-assessable and entitled to the benefits of the Indenture. This opinion is subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity.

3. The statements set forth in the Registration Statement under the headings “Prospectus Summary—Tax Status” and “U.S. Federal Income Tax Consequences,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, are correct.

4. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm under the captions “Prospectus Summary-Tax

Status,” “U.S. Federal Income Tax Consequences” and “Legal Matters” in the Prospectus which forms a part of the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ MCKEE NELSON LLP

MCKEE NELSON LLP

EX-24.1

Exhibit 24.1

MELLON BANK, N.A.

Power of Attorney

Each of the undersigned persons, in his or her capacity as an officer or director, or both, of Mellon Bank, N.A. (the “Bank”), hereby appoints Carl Krasik and Richard M. Pearlman, and each of them, with full power of substitution and resubstitution and with full power in each to act without the other, his or her attorney-in-fact and agent for the following purposes:

1. To sign for him or her, in his or her name and in his or her capacity as an officer or director, or both, of the Bank, a Registration Statement on Form S-1 and any amendments and post-effective amendments thereto and any subsequent Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”) (collectively, the “Registration Statement”), for the registration under the Act of asset backed notes representing obligations of a trust holding a master certificate, together with the master certificate, representing an undivided interest in a trust, the property of which includes, among other things, insurance premium receivables (the “Securities”);

2. To file or cause to be filed such Registration Statement with the Securities and Exchange Commission;

3. To take all such other action as any such attorney-in-fact, or his substitute, may deem necessary or desirable in order to effect and maintain the registration of the Securities; and

4. To sign for him or her, in his or her name and in his or her capacity as an officer or director, or both, of the Bank, all such documents and instruments as any such attorney-in-fact, or his substitute, may deem necessary or advisable in connection with the registration, qualification or exemption of the Securities under the securities laws of any state or other jurisdiction.

This power of attorney shall be effective as of April 20, 2004 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Bank.

/s/ Ruth E. Bruch Ruth E. Bruch	/s/ Seward Prosser Mellon Seward Prosser Mellon
/s/ Jared E. Cohon Jared L. Cohon	/s/ Mark A. Nordenberg Mark A. Nordenberg
/s/ Steven G. Elliott Steven G. Elliott	/s/ James F. Orr III James F. Orr III
/s/ Ira J. Gumberg Ira J. Gumberg	/s/ David S. Shapira David S. Shapira
/s/ Edward J. McAniff Edward J. McAniff	/s/ William E. Strickland, Jr. William E. Strickland, Jr.
/s/ Martin G. McGuinn Martin G. McGuinn	/s/ John P. Surma John P. Surma
/s/ Robert Mehrabian Robert Mehrabian	/s/ Wesley W. von Schack Wesley W. von Schack

EX-25.1

Exhibit 25.1

Filing pursuant to Registration

Statement number 333-113957

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
420 Montgomery Street San Francisco, California	94104-1207
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Mellon Bank PFL Master Note Trust

(Exact name of obligor as specified in its charter)

Delaware	51-6522553
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Mellon Center Pittsburgh, PA	15258
(Address of principal executive offices)	(Zip code)

Mellon Bank PFL Master Note Trust, Series 2004-1

(Title of Indenture Securities)

Filing pursuant to Registration

Statement number 333-113957

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated March 31, 2004.
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated March 2, 2004.
Exhibit 4.	Copy of By-laws of the trustee as now in effect.
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

Filing pursuant to Registration

Statement number 333-113957

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 24th day of May 2004.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ joe nardi

Joe Nardi

Vice President

EXHIBIT 1

WELLS FARGO BANK, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

EFFECTIVE OCTOBER 30, 1998

ARTICLE I - NAME

The title of the Association shall be WELLS FARGO BANK, NATIONAL ASSOCIATION.

ARTICLE II - OFFICES

1. Main Office. The main office of the Association shall be in the City and County of San Francisco, State of California. The Board of Directors shall have the power to change the location of the main office to any other place within the City and County of San Francisco, State of California, without the approval of the stockholders, but subject to the approval of the Comptroller of the Currency.

2. Branch Offices. The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location, without the approval of the stockholders but subject to the approval of the Comptroller of the Currency.

3. Conduct of Business. The general business of the Association shall be conducted at its main office and its branches.

ARTICLE III - BOARD OF DIRECTORS

1. Number; Vacancy. The Board of Directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the stockholders at any annual or special meeting thereof. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors.

2. Appointment of Officers. The Board of Directors shall appoint one of its members as the President of the Association. The President shall also be the Chairman of the Board unless the Board of Directors appoints another Director to be the Chairman of the Board. The Board of Directors shall have the power to appoint or to determine the manner of appointing the other officers of the Association.

3. Powers. The Board of Directors shall have the power to define or to determine the manner of defining the duties of the officers and employees of the Association; to fix or to determine the manner of fixing the salaries to be paid to them; to dismiss or to determine the manner of dismissing them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all By-Laws that it may be lawful for the Board of Directors to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform.

ARTICLE IV - MEETINGS OF STOCKHOLDERS

1. Annual Meeting. The annual meeting of the stockholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

2. Special Meetings. Special meetings of the stockholders of this Association unless otherwise regulated by statute, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the chief executive officer or by one or more stockholders holding not less than one-fifth of the voting power of the Association.

3. Notice of Meetings. Unless otherwise regulated by statute, a notice of the time, place and purpose of every annual and special meeting of the stockholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each stockholder of record at his address as shown upon the books of the Association.

4. Written Consents. Unless otherwise regulated by statute, any action required or permitted to be taken by the stockholders may be taken without a meeting, if all stockholders shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the stockholders. Such action by written consent shall have the same force and effect as the unanimous vote of the stockholders.

ARTICLE V - INDEMNITY

Any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the Association for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason or his being or having been a Director, officer, or employee of the Association or of any firm, corporation, or organization which he served in any such capacity at the request of the Association: Provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence, willful misconduct or criminal acts in the performance of his duties to the Association: And, provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Capital Stock of the Association, or the Board of Directors, acting by vote of Directors not parties to the same or substantially the same action, suit, or proceeding, constituting a majority of the entire number of Directors. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law. The Association may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its Directors, officers, or employees.

ARTICLE VI - CAPITAL

1. Capitalization. The Association is authorized to issue a total of 112,200,000 shares of common stock (the “Common Stock”) and 1,225,000 shares of preferred stock. The aggregate par value of all the shares of Common Stock which the Association shall be authorized to issue shall be $1,122,000,000, and the par value of each share of Common Stock which the Association shall be authorized to issue shall be Ten

Dollars ($10.00). The aggregate par value of all the shares of preferred stock which the Association shall be authorized to issue shall be $12,250, and the par value of each share of preferred stock which the Association shall be authorized to issue shall be One Cent ($0.01).

2. Voting Rights. Each holder of Common Stock shall be entitled to vote on all matters, one vote for each share of Common Stock held by him, provided that, in all elections of Directors, each holder of Common Stock shall have the right to vote the shares allocated to the number of shares owned by him for as many persons as there are Directors to be elected, or to cumulate such votes and give one candidate as many votes as the number of Directors to be elected multiplied by the number of votes allocable to his share shall equal, or to distribute such votes on the same principle among as many candidates as he shall think fit.

3. Debt Obligations. The Association, at any time and from time to time, may authorize the issue of debt obligations, whether or not subordinated, without the approval of the stockholders.

4. Preferred Stock, Series A.

A. Designation. 1,225,000 shares of the preferred stock of the Association are designated as 7 ³/4% Noncumulative Preferred Stock, Series A (hereinafter referred to as the “Series A Preferred Shares” or the “Series”). The Series A Preferred Shares shall have a liquidation preference of $1,000 per share (the “Liquidation Preference”). The number of authorized Series A Preferred Shares may be reduced by further resolution duly adopted by the Board of Directors of the Association (the “Board”) and by the filing of articles of amendment stating that such reduction has been so authorized. The number of authorized shares of this Series shall not be increased.

B. Dividends. (a) Dividends on the Series A Preferred Shares shall be payable at a rate of 7 ³/4% of the Liquidation Preference per annum, if, when and as declared by the Board out of assets of the Association legally available therefor. If declared, dividends on the Series A Preferred Shares shall be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (a “Dividend Date”), commencing on the first Dividend Date after the Time of Exchange (as defined below). Dividends will accrue from the first day of the fiscal quarter ending on each Dividend Date (each a “Dividend Period”), whether or not declared or paid for the prior Dividend Period. Each declared dividend shall be payable to the holder of record of the Series A Preferred Shares as it appears at the close of business on the stock register of the Association on such record date, not exceeding 45 days preceding the payment date thereof, as shall be fixed by the Board.

(b) If the Board fails to declare a dividend on the Series A Preferred Shares for any Dividend Period, then the holder of the Series A Preferred Shares will have no right to receive a dividend on such shares for that Dividend Period, and the Association will have no obligation to pay a dividend for that Dividend Period, whether or not dividends are declared and paid for any future Dividend Period with respect to either the Series A Preferred Shares or the Common Stock of the Association.

(c) If full dividends on the Series A Preferred Shares for any Dividend Period shall not have been declared and paid, or declared and a sum sufficient for the payment thereof shall not have been set apart for such payment, no dividends shall be declared or paid or set aside for payment and no other distribution shall be declared or made or set aside for payment upon the Common Stock or any other capital stock of the Association ranking junior to or on a parity with the Series A Preferred Shares as to dividends or amounts upon liquidation, nor shall any Common Stock or any other capital stock of the Association ranking junior to or on a parity with the Series A Preferred Shares as to dividends or amounts upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such stock) by the Association (except by conversion into or exchange for other capital stock of the Association ranking junior to the Series A Preferred Shares as to dividends and amounts upon liquidation), until such time as dividends on all outstanding Series A Preferred Shares have been (i) declared and paid declared for three consecutive Dividend Periods and (ii) declared and

paid or declared and a sum sufficient for the payment thereof has been set apart for payment for the fourth consecutive Dividend Period. Notwithstanding the above, nothing in this subparagraph shall prevent the Association from treating an amount consented to by a holder of the Common Stock under the provisions of section 565 of the Internal Revenue Code of 1986, as amended (the “Code”), as a dividend for purposes of the dividends paid deduction under section 561 of the Code.

(d) When dividends are not paid in full (or a sum sufficient for such full payment is not set apart) upon the Series A Preferred Shares and the shares of any other series of capital stock of the Association ranking on a parity as to dividends with the Series A Preferred Shares, all dividends declared upon the Series A Preferred Shares and any such other series of capital stock shall be declared pro rata so that the amount of dividends declared per share on the Series A Preferred Shares and such other series of capital stock shall, in all cases, bear to each other the same ratio that full dividends, for the then-current Dividend Period, per share on the Series A Preferred Shares (which shall not include any accumulation in respect of unpaid dividends for prior Dividend Periods) and full dividends, including required or permitted accumulations, if any, on such other series of capital stock bear to each other.

(e) The holder of the Series A Preferred Shares shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full dividends, as herein provided, on the Series A Preferred Shares. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Shares which may be in arrears.

C. Redemption. (a) With the prior approval of the United States Office of the Comptroller of the Currency (the “OCC”), the Association, at its option, may redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, at a redemption price equal to the Liquidation Preference per share, plus accrued and unpaid dividends thereon to the date fixed for redemption.

(b) In the event the Association shall redeem any of the Series A Preferred Shares, notice of such redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to the holder of record of the Series A Preferred Shares, at the holder’s address as the same appears on the stock register of the Association. Each such notice shall state: (i) the redemption date; (ii) the number of Series A Preferred Shares to be redeemed and, if fewer than all the Series A Preferred Shares held by the holder are to be redeemed, the number of such shares to be redeemed from the holder; (iii) the redemption price; and (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(c) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Association in providing money for the payment of the redemption price), said Series A Preferred Shares shall no longer be deemed to be outstanding, and all rights of the holder thereof as a stockholder of the Association (except the right to receive from the Association the redemption price) shall cease. If such shares are represented by a certificate, upon surrender in accordance with said notices of the a certificate for any Series A Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Board shall so require and the notice shall so state), such shares shall be redeemed by the Association at the redemption price aforesaid. In case fewer than all the Series A Preferred Shares represented by any such certificate is redeemed, a new certificate shall be issued representing the unredeemed Series A Preferred Shares without cost to the holder thereof.

(d) Any Series A Preferred Shares, which shall at any time have been redeemed, shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board.

D. Automatic Exchange. (a) Series A Preferred Shares will be issued only in exchange (the “Automatic Exchange”) for shares of 7 ³/4% Noncumulative Exchangeable Preferred Stock, Series A, $0.01 par value per share (a “REIT Preferred Share”), of Wells Fargo Realty Corporation II, a Maryland corporation (the “REIT”), upon the terms and conditions set forth in this Section D.

(b) The Automatic Exchange will occur only if the appropriate federal regulatory agency directs in writing (a “Directive”) an exchange of the REIT Preferred Shares for the Series A Preferred Shares because (i) the REIT becomes “undercapitalized” under prompt corrective action regulations, (ii) the REIT is placed into conservatorship or receivership or (iii) the appropriate federal regulatory agency, in its sole discretion, anticipates the REIT becoming “undercapitalized” in the near term (an “Exchange Event”).

(c) Upon an Exchange Event, upon surrender to the Association by the holder of the REIT Preferred Shares of the certificate, if any, representing each share of the REIT Preferred Shares of the holder, the Association shall be unconditionally obligated to issue to the holder in exchange for each such REIT Preferred Share a certificate representing one Series A Preferred Share.

(d) The Automatic Exchange shall occur as of 8:00 a.m., Eastern Time, on the date for such exchange set forth in the Directive, or, if such date is not set forth in the Directive, as of 8:00 a.m., Eastern Time, on the earliest possible date such exchange could occur consistent with the Directive (the “Time of Exchange”). As of the Time of Exchange, the holder of the REIT Preferred Shares shall thereupon and thereafter be deemed to be and shall be for all purposes a holder of Series A Preferred Shares. The Association shall deliver to the holder of REIT Preferred Shares a certificate for Series A Preferred Shares upon surrender of the certificate for the REIT Preferred Shares. Until such replacement stock certificate is delivered (or in the event such replacement certificate is not delivered), any certificate previously representing the REIT Preferred Shares shall be deemed for all purposes to represent Series A Preferred Shares.

(e) In the event the Automatic Exchange occurs, any accrued and unpaid dividends on the REIT Preferred Shares as of the Time of Exchange would be deemed to be accrued and unpaid dividends on the Series A Preferred Shares.

E. Conversion. The holder of Series A Preferred Shares shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Association.

F. Liquidation Rights. (a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Association, the holder of the Series A Preferred Shares shall be entitled to receive and to be paid out of the assets of the Association available for distribution to its stockholder, before any payment or distribution shall be made on the Common Stock or on any other class of stock ranking junior to the Series A Preferred Shares upon liquidation, the amount of the Liquidation Preference per share, plus the quarterly accrued and unpaid dividend thereon to the date of liquidation.

(b) After the payment to the holder of the Series A Preferred Shares of the full preferential amounts provided for in this Section F, the holder of the Series A Preferred Shares as such shall have no right or claim to any of the remaining assets of the Association.

(c) If, upon any voluntary or involuntary dissolution, liquidation or winding up of the Association, the amounts payable with respect to the Liquidation Preference and any other shares of capital stock of the Association ranking as to any such distribution on a parity with the Series A Preferred Shares are not paid in full, the holder of the Series A Preferred Shares and of such other shares will share ratably in any such distribution of assets of the Association in proportion to the full respective liquidating distributions to which they are entitled.

(d) Neither the sale of all or substantially all the property or business of the Association, nor the merger or consolidation of the Association into or with any other Association, nor the merger or consolidation of any other Association into or with the Association shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, of the Association for purposes of this Section F.

(e) Upon the dissolution, liquidation or winding up of the Association, the holder of the Series A Preferred Shares then outstanding shall be entitled to be paid out of the assets of the Association available for distribution to its stockholder all amounts to which the holder is entitled pursuant to paragraph (a) of this Section F before any payment shall be made to the holder of any class of capital stock of the Association ranking junior to the Series A Preferred Shares upon liquidation.

G. Ranking. For purposes of these articles, any stock of any class or classes of the Association shall be deemed to rank:

(a) Prior to the Series A Preferred Shares, either as to dividends or upon liquidation, if the holder of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Association, as the case may be, in preference or priority to the holder of the Series A Preferred Shares;

(b) On a parity with the Series A Preferred Shares, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series A Preferred Shares, if the holder of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Association, as the case may be, without preference or priority, one over the other, as between the holder of such stock and the holder of the Series A Preferred Shares; and

(c) Junior to the Series A Preferred Shares, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holder of the Series A Preferred Shares shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Association, as the case may be, in preference or priority to the holder of shares of such class or classes.

H. Voting Rights. The Series A Preferred Shares shall not have any voting rights, either general or special, unless required by applicable law.

ARTICLE VII - PERPETUAL EXISTENCE

The corporate existence of the Association shall continue until terminated in accordance with the laws of the United States.

ARTICLE VIII - AMENDMENT

These Articles of Association may be amended at any regular or special meeting of the stockholders by the affirmative vote of the holders of a majority of the Capital Stock of the Association, unless the vote of the holders of a greater amount of Capital Stock is required by law, and in that case by the vote of the holders of such greater amount.

EXHIBIT 2

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this March 31, 2004.

/s/ John D. Hawke, Jr.,

Comptroller of the Currency

EXHIBIT 3

Comptroller of the Currency

Administrator of National Banks

Washington, D.C. 20219

Certificate Of Corporate Existence and Fiduciary Powers

I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this March 2, 2004.

/s/ John D. Hawke, Jr.

Comptroller of the Currency

EXHIBIT 4

BY-LAWS

OF

WELLS FARGO BANK, NATIONAL ASSOCIATION

(As amended November 2, 2000)

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. Annual Meetings. All annual meetings of the stockholders of Wells Fargo Bank, National Association (the “Bank”) shall be held at the head office of the Bank, or other convenient place duly authorized by the Board of Directors, on the third Monday of April in each year at 3:30 o’clock p.m., if not a bank holiday, and if a bank holiday then on the next succeeding business day at the same hour and place. At such meetings, directors shall be elected, reports of the affairs of the Bank shall be considered, and any other business may be transacted which is within the powers of the stockholders.

SECTION 2. Special Meetings. Special meetings of the stockholders, unless otherwise regulated by statute, for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the chief executive officer or one or more stockholders holding not less than one-fifth of the voting power of the Bank. Such meetings shall be held at the head office of the Bank or other convenient place duly authorized by the Board of Directors.

SECTION 3. Notice of Meetings. Unless otherwise provided by statute, a notice of the time, place and purpose of every annual and special meeting of the stockholders shall be given by first-class mail, postage prepaid, mailed at least 10 days prior to the date of such meeting to each stockholder of record at his or her address as shown upon the books of the Bank, or if no address is shown, at 464 California Street, San Francisco, California. Except as otherwise provided by statute, the transactions of any meeting of stockholders, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the stockholders entitled to vote, not present in person or by proxy, signs a written waiver of notice of such meeting. All such waivers shall be filed with the records of the Bank or made a part of the minutes of the meeting.

SECTION 4. Proxies. Stockholders may vote at any meeting of the stockholders by proxies duly authorized in writing, but no officer or employee of the Bank shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting.

SECTION 5. Quorum. Except as otherwise provided by law, the attendance of the holders of a majority of the capital stock issued and outstanding and entitled to vote, either present in person or represented by proxy, is requisite and shall constitute a quorum for the transaction of business at all meetings of the stockholders. A majority of the votes cast shall decide every question or matter submitted to the stockholders at any meeting, unless otherwise provided by law or by the Articles of Association.

SECTION 6. Written Consents. Any action required or permitted to be taken by the stockholders may be taken without a meeting if all stockholders shall individually or collectively consent in writing to such action. Any such written consent shall be filed with the minutes of the proceedings of the stockholders. Such action by written consent shall have the same force and effect as the unanimous vote of the stockholders.

ARTICLE II

DIRECTORS

SECTION 1. Corporate Powers, Number. The corporate powers of this Bank shall be vested in and exercised by a Board of Directors consisting of five members.

SECTION 2. Election, Vacancies. The directors shall be elected by ballot at the annual meeting of the stockholders. Each director shall serve until the organizational meeting of the Board of Directors held pursuant to Section 3 of this Article in the year next following his or her election and until his or her successor has been elected and has qualified. Vacancies in the Board of Directors shall be filled by the majority vote of the other directors then in office or by the stockholders.

SECTION 3. Organizational Meeting. The directors, without further notice, shall meet on the next business day immediately following the adjournment of the stockholders’ meeting at which they have been elected and shall, pursuant to Section 1 of Article III hereof, proceed to elect the officers of the Bank. At said meeting the Board of Directors may consider and act upon any other business which may properly be brought before the meeting.

SECTION 4. Place of Meetings. The Board of Directors shall hold its meetings at the head office of the Bank or at such other place as may from time to time be designated by the Board of Directors or by the chief executive officer.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held on such days and at such time as may be designated from time to time for such purpose by the Board of Directors. If the day of any regular meeting shall fall upon a bank holiday, the meeting shall be held at the same hour on the first day following which is not a bank holiday. No call or notice of a regular meeting need be given unless the meeting is to be held at a place other than the head office of the Bank.

SECTION 6. Special Meetings. Special meetings shall be held when called by the chief executive officer or at the written request of two directors.

SECTION 7. Quorum; Adjourned Meetings. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum, may adjourn any meeting to another time and place, provided that, if the meeting is adjourned for more than 30 days, notice of the adjournment shall be given in accordance with these By-Laws.

SECTION 8. Notice; Waivers of Notice. Notice of special meetings and notice of regular meetings held at a place other than the head office of the Bank shall be given to each director, and notice of a meeting adjourned for more than 30 days shall be given prior to the adjourned meeting to all directors not present at the time of the adjournment. No such notice need specify the purpose of the meeting. Such notice shall be given four days prior to the meeting if given by mail or on the day preceding the day of the meeting if delivered personally or by telephone, facsimile, telex or telegram. Such notice shall be addressed or delivered to each director at such director’s address as shown upon the records of the Bank or as may have been given to

the Bank by the director for the purposes of notice. Notice need not be given to any director who signs a waiver of notice (whether before or after the meeting) or who attends the meeting without protesting the lack of notice prior to its commencement. All such waivers shall be filed with and made a part of the minutes of the meeting.

SECTION 9. Written Consents. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent in writing to such action. Any such written consent shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of the directors.

SECTION 10. Telephonic Meetings. A meeting of the Board of Directors or of any committee thereof may be held through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in such a meeting shall constitute presence at such meeting.

SECTION 11. Compensation. Directors shall receive no compensation as such for attendance at meetings of the Board of Directors or of its committees.

SECTION 12. Executive Committee. There shall be an Executive Committee consisting of the Chairman of the Board, presiding, and the President. The Executive Committee shall be subject to the control of the Board of Directors but, subject thereto, it shall have the fullest authority to act for and on behalf of the Bank and it shall have all of the powers of the Board of Directors, which, under the law, is possible for the Board of Directors to delegate to such a Committee, including the supervision of the general management direction and superintendence of the business affairs of the Bank.

SECTION 13. Other Committees; Alternate Members. By resolution adopted by a majority of the authorized number of directors, the Board of Directors may constitute one or more committees to act as or on behalf of the Board of Directors. Each such committee shall consist of one or more directors designated by the Board of Directors to serve on such committee at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, which alternate members may replace any absent member at any meeting of such committee in the order designated. Failing such designation and in the absence or disqualification of a member of a Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

SECTION 14. Committee Members’ Term of Service. Each Committee member shall serve until the organizational meeting of the Board of Directors held pursuant to Section 3 of this Article in the year next following his or her election and until his or her successor has been elected and has qualified, but any such member may be removed at any time by the Board of Directors. Vacancies in any of said committees, however created, shall be filled by the Board of Directors.

SECTION 15. Committee Meeting Procedures. Subject to these By-Laws and the Board of Directors, each Committee shall have the power to determine the form of its organization, and the provisions of these By-Laws governing the calling, notice and place of special meetings of the Board of Directors shall apply to all meetings of any Committee unless such committee fixes a time and place for regular meetings in which case notice for such meeting shall be unnecessary. The provisions of these By-Laws regarding meetings of the Board of Directors, however called or noticed, shall apply to all meetings of any Committee. A majority of the members of any such committee shall be necessary to constitute a quorum and sufficient for the transaction of business and any act of a majority present at a meeting of any such committee of which there is a quorum

present shall be the act of such committee. Any action which may be taken at a meeting of any Committee of the Board may be taken without a meeting, if all members of said Committee individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of said Committee and shall have the same force and effect as the unanimous vote of the Committee members. Each committee shall cause to be kept a full and complete record of its proceedings, which shall be available for inspection by any director. There shall be presented at each meeting of the Board of Directors copies of the minutes of all proceedings and all actions taken by written consent of each committee since the preceding meeting of the Board of Directors.

ARTICLE III

OFFICERS

SECTION 1. Officers, Election. The Bank shall have (i) a Chairman of the Board, (ii) a President and (iii) a Secretary. The Bank also may have one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Senior Managing Directors, a Controller, one or more Managing Directors, one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries and such other officers as may be created by the Board, the Chief Executive Officer or any officer or committee whom the Board or the Chief Executive Officer may authorize to perform this duty. The Chairman of the Board and the President shall be elected from among the members of the Board of Directors. The following offices shall be filled only pursuant to election by the Board of Directors: Chairman of the Board, President, Vice Chairman, Executive Vice President, Senior Vice President, Senior Trust Officer, Controller and Secretary. Other officers may be appointed by the Board, the Chief Executive Officer or by any officer or committee who may be authorized to perform this duty by the Board or the Chief Executive Officer. All officers shall hold office at will, at the pleasure of the Board of Directors, the Chief Executive Officer, the officer or committee having the authority to appoint such officers, and the officer or committee authorized by the Board or the Chief Executive Officer to remove such officers, and may be removed at any time, with or without notice and with or without cause. No authorization by the Chief Executive Officer to appoint or remove officers shall be effective unless done in writing and signed by the Chief Executive Officer. One person may hold more than one office except the offices of President and Secretary may not be held by the same person.

SECTION 2. Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of stockholders and of the Board of Directors and shall be the chief executive officer of the Bank. As chief executive officer he shall, subject to the provisions of these By-Laws and such resolutions of the Board of Directors as shall be in effect from time to time, exercise general supervision over the property, affairs and business of the Bank and prescribe or, to the extent that he shall deem appropriate, designate an officer or committee or prescribe the duties, authority and signing powers of all other officers and employees. The Chairman of the Board shall preside at all meetings of the Executive Committee.

SECTION 3. President. The President shall, subject to these By-Laws, exercise such powers and perform such duties as may from time to time be prescribed by the Board of Directors. In the absence of the Chairman of the Board, the President shall preside over the meetings of the stockholders and of the Board of Directors.

SECTION 4. Absence or Disability of Chief Executive Officer. In the absence or disability of the Chairman of the Board, the President shall act as chief executive officer. In the absence or disability of the Chairman of the Board and the President, the officer designated by the Board of Directors or, if there be no such designation, the officer designated by the Chairman of the Board shall act as the chief executive officer. The Chairman of the Board shall at all times have on file with the Secretary his written designation of the officer from time to time so designated by him to act as the chief executive officer in his absence or disability and in the absence or disability of the President.

SECTION 5. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Executive Committee and shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer. The Secretary is assigned all of the duties previously assigned to, or authorized by law, custom or usage to be performed by, a cashier. In the absence of the Secretary, one of the Assistant Secretaries, or an officer designated by the chief executive officer, shall perform the duties and functions of the Secretary.

ARTICLE IV

EMERGENCY PROCEDURES

SECTION 1. “Emergency” Defined. As used in this Article, “emergency” shall mean any disorder, disturbance or damage caused by or resulting from any natural disaster, act of God, act of war, enemy attack, outbreak of hostilities, civil unrest or other similar cause or event beyond the control of the Bank which prevents management by the Board of Directors and conduct by the officers of the business and affairs of the Bank in the manner provided for in the Articles of Association and in the other Articles of these By-Laws. The powers and duties conferred and imposed by this Article and any resolutions adopted pursuant hereto shall be effective only during an emergency. This Article may be implemented from time to time by resolutions adopted by the Board of Directors before or during an emergency, or during an emergency by the Executive Committee or an Emergency Managing Committee constituted and then acting pursuant hereto. An emergency, once commenced, shall be deemed to continue until terminated by resolutions adopted for that purpose by the Board of Directors. During an emergency the provisions of this Article and any implementing resolutions shall supersede any conflicting provisions of any Article of these By-Laws or resolutions adopted pursuant thereto.

SECTION 2. Conduct of Affairs. During any emergency, the officers and employees of the Bank shall continue, so far as possible, to conduct the affairs and business of the Bank under the guidance of the Board of Directors, or the Executive Committee or any Emergency Managing Committee acting pursuant to this Article, and in accordance with known orders of governmental authorities.

SECTION 3. Power of Executive Committee. If, during any emergency, a quorum of either the Board of Directors or the Executive Committee cannot be found or is unable to act, any available member of the Executive Committee shall constitute a quorum of the Executive Committee and as such shall have and may exercise the fullest power to conduct and manage the business and affairs of the Bank and to relocate the head office or any other office or branch as circumstances may require, provided that the Executive Committee shall, during any emergency, comply with Sections 1 and 2 of Article I, relating to annual and special meetings of the stockholders, to the extent that such compliance is practicable. If no member of the Executive Committee is available to serve, any two or more available directors shall be deemed to constitute a quorum of the Executive Committee for exercise of the powers conferred and performance of the duties imposed by this Section 3.

SECTION 4. Power of Emergency Managing Committee. If, during any emergency, neither a quorum of the Board of Directors nor the Executive Committee as provided in Section 3 above is available to serve, then the powers conferred and duties imposed by said Section 3 shall be vested in and devolve upon an Emergency Managing Committee consisting of all available directors, the then acting chief executive officer if he or she is available, and as many Vice Presidents or officers senior thereto as may be necessary to constitute a total of five committee members. If officers are needed to serve on the Emergency Managing Committee initially, or to fill vacancies from time to time, such vacancies shall be filled by the

available Vice Presidents and officers senior thereto assigned to the head office as constituted prior to the emergency in order of their rank and seniority. If a sufficient number of such officers is not available, such vacancies shall be filled by other Vice Presidents selected by the incumbent members of the Emergency Managing Committee. Any two members of the Emergency Managing Committee and the then acting chief executive officer, if he or she is available, shall constitute a quorum of the Emergency Managing Committee and shall have and exercise all of the powers conferred and perform the duties imposed by this Section 4. If the then acting chief executive officer is not available, any three members of the Emergency Managing Committee shall constitute a quorum of said committee.

ARTICLE V

DEPOSITS

The Board of Directors shall have the right to establish the terms and conditions of agreements, rules and regulations upon which deposits may be made with and will be repaid by the Bank or any office of the Bank. Subject to the exercise of such right by the Board of Directors and to applicable law, and not inconsistent therewith, the chief executive officer of the Bank, or such other officer or officers or committee whom he may authorize to perform this duty, or the designees of such officer, officers or committee, shall establish the terms and conditions of agreements, rules and regulations with respect to such deposits.

ARTICLE VI

INDEMNIFICATION

SECTION 1. Action, etc. Other Than by or in the Right of the Bank. The Bank shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the Bank (other than a judicial action or suit brought by or in the right of the Bank), by reason of the fact that he or she is or was an Agent (as hereinafter defined) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Agent in connection with such action, suit or proceeding, or any appeal therein, if the Agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Bank and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding — whether by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent — shall not, of itself, create a presumption that the Agent did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Bank and, with respect to any criminal action or proceeding, that the Agent had reasonable cause to believe that his or her conduct was unlawful. For purposes of this Article, an “Agent” shall be any director, officer or employee of the Bank, or any person who, being or having been such a director, officer or employee, is or was serving at the request of the Bank as a director, officer, employee, trustee or agent of another bank, corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Action, etc. by or in the Right of the Bank. The Bank shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed judicial action or suit brought by or in the right of the Bank to procure a judgment in its favor by reason of the fact that such person is or was an Agent (as defined above) against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense,

settlement or appeal of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Bank, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Bank unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

SECTION 3. Determination of Right of Indemnification or Contribution. Unless otherwise ordered by a court, any indemnification under Section 1 or 2, and any contribution under Section 6, of this Article shall be made by the Bank or an Agent unless a determination is reasonably and promptly made, either (i) by the Board of Directors acting by a majority vote of a quorum consisting of directors who were not party to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or if obtainable and such quorum so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such Agent acted in bad faith and in a manner that such Agent did not believe to be in or not opposed to the best interests of the Bank or, with respect to any criminal proceeding, that such Agent believed or had reasonable cause to believe that his or her conduct was unlawful.

SECTION 4. Advances of Expenses. Except as limited by Section 5 of this Article, costs, charges and expenses (including attorneys’ fees) incurred by an Agent in defense of any action, suit, proceeding or investigation of the nature referred to in Section 1 or 2 of this Article or any appeal therefrom shall be paid by the Bank in advance of the final disposition of such matter; provided, however, that if the General Corporation Law of Delaware then would by analogy so require, such payment shall be made only if the Agent shall undertake to reimburse the Bank for such payment in the event that it is ultimately determined, as provided herein, that such person is not entitled to indemnification.

SECTION 5. Right of Agent to Indemnification or Advance Upon Application; Procedure Upon Application. Any indemnification under Section 1 or 2, or advance under Section 4, of this Article shall be made promptly and in any event within 90 days, upon written request of the Agent, unless with respect to an application under said Sections 1 or 2 an adverse determination is reasonably and promptly made pursuant to Section 3 of this Article or unless with respect to an application under said Section 4 an adverse determination if made pursuant to said Section 4. The right to indemnification or advances as granted by this Article shall be enforceable by the Agent in any court of competent jurisdiction if the Board of Directors or independent legal counsel improperly denies the claim, in whole or in part, or if no disposition of such claim is made with 90 days. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action, suit or proceeding in advance of its final disposition where any required undertaking has been tendered to the Bank) that the Agent has not met the standards of conduct which would require the Bank to indemnify or advance the amount claimed, but the burden of proving such defense shall be on the Bank. Neither the failure of the Bank (including the Board of Directors, independent legal counsel and the stockholders) to have made a determination prior to the commencement of such action that indemnification of the Agent is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Bank (including the Board of Directors, independent legal counsel and the stockholders) that the agent had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Agent had not met the applicable standard of conduct. The Agent’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Bank.

SECTION 6. Contribution. In the event that the indemnification provided for in this Article is held by a court of competent jurisdiction to be unavailable to an Agent in whole or in part, then in respect of any threatened, pending or completed action, suit or proceeding in which the Bank is jointly liable with the Agent (or would be if joined in such action, suit or proceeding), to the extent that would by analogy be permitted by the General Corporation Law of Delaware the Bank shall contribute to the amount of expenses

(including attorneys fees) judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Agent in such proportion as is appropriate to reflect (i) the relative benefits received by the Bank on the one hand and the Agent on the other from the transaction from which such action, suit or proceeding arose and (ii) the relative fault of the Bank on the one hand and of the Agent on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Bank on the one hand and of the Agent on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts.

SECTION 7. Other Rights and Remedies. Indemnification under this Article shall be provided regardless of when the events alleged to underlie any action, suit or proceeding may have occurred, shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights to indemnification and advancement of expenses under this Article shall be deemed to be provided by a contract between the Bank and the Agent who serves as such at any time while these By-Laws and other provisions of the General Corporation Law of Delaware that would by analogy be relevant and other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.

SECTION 8. Insurance. Upon resolution passed by the Board of Directors, the Bank may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether the Bank would have the power to indemnify such person against such liability under the provisions of this Article. The Bank may create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

SECTION 9. Constituent Corporations. For the purposes of the Article, references to the Bank include all constituent banks (including any constituent of a constituent) absorbed in a consolidation or merger as well as the resulting or surviving bank, so that any person who is or was a director, officer or employee of such a constituent bank or who, being or having been such a director, officer or employee, is or was serving at the request of such constituent bank as a director, officer, employee or trustee of another bank, corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving bank as such person would if he or she had served the resulting or surviving bank in the same capacity.

SECTION 10. Other Enterprises; Fines; Serving at Bank’s Request. For purposes of this Article, references to “other enterprise” in Section 1 and 9 shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Bank” shall include any service by an Agent as director, officer, employee, trustee or agent of the Bank which imposes duties on, or involves services by, such Agent with respect to any employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Bank” for purposes of this Article.

SECTION 11. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Bank shall nevertheless indemnify each Agent as to expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit, appeal, proceeding or investigation, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the Bank, to the full extent permitted by the applicable portion of this Article that shall not have been invalidated, or by any other applicable law.

SECTION 12. Actions Initiated by Agent. Anything to the contrary in this Article notwithstanding, the Bank shall indemnify any agent in connection with an action, suit or proceeding initiated by such Agent (other than actions, suits, or proceedings commenced pursuant to Section 5 of this Article) only if such action, suit or proceeding was authorized by the Board of Directors.

SECTION 13. Statutory and Other Indemnification. Notwithstanding any other provision of this Article, in any administrative proceeding or civil action not initiated by a federal bank regulatory agency, the Bank shall indemnify any Agent and advance expenses incurred by such Agent in any action, suit or proceeding of the nature referred to in Section 1 or 2 of this Article to the fullest extent that would by analogy be permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, except that no amount shall be paid pursuant to this Article in the event of an adverse determination pursuant to Section 3 of this Article or in respect of remuneration to the extent that it shall be determined to have been paid in violation of law. The rights to indemnification and advancement of expenses provided by any provision of this Article, including without limitation those rights conferred by the preceding sentence, shall not be deemed exclusive of, and shall not affect, any other rights to which an Agent seeking indemnification or advancement of expenses may be entitled under any provision of any law, articles of association, by-law, agreement or by any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as an Agent. The Bank may also provide indemnification and advancement of expenses to other persons or entities to the extent deemed appropriate. Notwithstanding any provision in these By-Laws, an Agent shall be indemnified in any administrative proceeding or civil action initiated by a federal bank regulatory agency to the extent reasonable and consistent with the provisions of Section l828(k) of Title 12 of the United States Code and the implementing regulations thereunder.

ARTICLE VII

MISCELLANEOUS

SECTION 1. Certificates of Stock. All certificates of the Bank’s stock shall be signed by the President or a Vice President and shall be countersigned by the Secretary or an Assistant Secretary and shall bear the corporate seal or a facsimile thereof.

SECTION 2. Seal. The seal of the Bank shall be in the form of two concentric circles between which shall be the phrases “National Association” and “Formerly Wells Fargo Bank American Trust Company” and in the center of which shall be the words “Wells Fargo Bank” surrounded by a diamond of which the upper left and lower right sides shall consist of three lines and the upper right and lower left sides shall consist of a solid line of the same width as the three lines comprising the other two sides.

SECTION 3. Execution of Written Instruments. All written instruments shall be binding upon the Bank if signed on its behalf by (i) any two of the following Officers: the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President or any Senior Managing Director or (ii) any one of the foregoing officers signing jointly with any Managing Director or any Senior Vice President. Whenever any other officer or person shall be authorized to execute any agreement, document or instrument by resolution of the Board of Directors, or by the Chief Executive Officer, or by any officer or committee designated by the Chief Executive Officer, or by any two of the officers identified in the immediately preceding sentence, such execution by such other officer or person shall be equally binding upon the Bank.

SECTION 4. Ownership Interests in Other Entities. With respect to another corporation, limited liability company, partnership or any other legal entity in which the Bank has or may acquire an ownership interest, the Chairman of the Board, the President, the Chief Financial Officer or the Treasurer, acting alone, or any other officer or officers appointed from time to time by the Board of Directors or the Executive Committee thereof, may authorize, sign and deliver on behalf of the Bank (i) any proxy, written consent, ballot or other similar instrument solicited by the entity from its owners, (ii) any stock power, assignment, bill of sale or other instrument transferring all or any part of the Bank’s ownership of the entity or any agreement, instrument or other document relating thereto and (iii) any purchase of stock or other ownership interest in or contribution to the capital of such entity or any agreement, instrument or other document authorizing or evidencing the same.

SECTION 5. Amendments. Subject to the right of the stockholders to adopt, amend or repeal By-Laws, these By-Laws may be altered, amended or repealed by the affirmative vote of a majority of the authorized number of directors.

SECTION 6. Corporate Governance. To the extent not inconsistent with applicable federal banking statutes or regulations or the safety and soundness of this Association, this Association hereby elects to follow the corporate governance procedures of the Delaware General Corporation Law, as the same may be amended from time to time.

Wells Fargo Bank, N.A.

Board of Directors

November 25, 2003

GENERAL SIGNING AUTHORITY

RESOLVED, that agreements, instruments, or other documents, including amendments and modifications thereto, relating to or affecting the property or business and affairs of the Bank, whether acting for its own account or in a fiduciary or other representative capacity, may be executed in its name by the persons hereinafter authorized;

FURTHER RESOLVED, that for the purposes of these resolutions, “Executive Officer” shall mean any person specifically designated as an Executive Officer of the Bank by resolution of the Board of Directors, and “Signing Officer” shall mean the Chairman of the Board, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, the Treasurer, any Vice President, any Assistant Vice President, any person whose title includes the word “Officer” (e.g., Commercial Banking Officer, Personal Banking Officer, Trust Officer), or any other person whose title has been or is hereafter designated by the Board of Directors as a title for an officer of the Bank, and such officers are hereby authorized to sign agreements, instruments and other documents on behalf of the Bank in accordance with the signing authorities conferred in Parts A, B and C of these resolutions;

A. Executive Officers

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President and any Executive Officer of the Bank, acting alone, may execute agreements, guaranties, instruments or other documents which such officer may deem necessary, proper or expedient to the conduct of the business of the Bank;

B. Vice Presidents and Above

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President and any Vice President, acting alone, may execute on behalf of the Bank:

1. Deeds, leases, assignments, bills of sale, purchase agreements and other instruments of conveyance to purchase, sell, lease or sublease to or from a third party real property, or any interest therein, for the Bank’s own account; provided, however, that such agreements, instruments and other documents may also be signed as hereinafter provided with respect to real property acquired by the Bank in connection with collateral for a loan.

2. Bonds of indemnity and powers of attorney; provided, however, that proxies to vote stock in a corporation or to vote other interests in other legal entities and stock and bond powers may also be signed as hereinafter provided.

C. Signing Officers

FURTHER RESOLVED, that any Signing Officer, acting alone, may execute on behalf of the Bank, whether acting for its own account or in a fiduciary or other representative capacity:

[Lending]

1. Loan and credit agreements, commitments to make or purchase loans, notes or other debt instruments, allonges, funds transfer agreements, escrow instructions, development agreements, participation agreements (including risk participation agreements), certificates of participation, reimbursement agreements and similar documents related to the extension of credit; provided, however, that the foregoing authority shall exclude letters of credit.

[Collateral]

2. [Personal Property.] Security agreements, financing statements, continuation statements, termination statements and statements of assignment with respect to the Bank’s interest in personal property as collateral; releases of security interests in and liens upon personal property; and agreements and other documents to establish and transact business through brokerage or deposit accounts for the purpose of holding or disposing of securities or monies held as collateral.

3. [Real Property.] Agreements, instruments, certificates and other documents which establish, evidence, modify or terminate, in whole or in part, the Bank’s security interest in real property or in any mineral, well or water rights pertaining to real property, including without limitation any and all deeds, easements, liens, deeds or declarations of trust, mortgages, assignments, acknowledgments of assignment, assumption or subordination or non-disturbance or attornment agreements, cancellations and other terminations of insurance or guaranties, substitution of trustees, releases, satisfactions, discharges, reconveyances, acceptances, allonges, note endorsements or cancellations, certificates of redemption, assignments of sheriff’s certificates, subdivision and other maps, conditions, covenants and restrictions, encumbrances, agreements and other instruments, including instruments which convert an interest in real property to a condominium or otherwise modify the nature or intended use of such property as set forth in any map, lot-line adjustment or other land-use documentation required by any governmental entity; and any consents, waivers, modifications, estoppels, requests, demands, claims for or check endorsements representing insurance proceeds, notices, certificates, statements, memoranda, applications, permits, notices of default, elections to sell or cause to be sold real property securing any extension of credit made by the Bank, notices to a trustee under any deed of trust or under any other document relating to such property or credit, set-aside and other letters and other agreements, instruments and other documents which may be necessary or appropriate in the discretion of a Signing Officer for the purpose of servicing such credit or enforcing the rights of the Bank thereunder or foreclosing on such credit or disposing of such property, including without limitation powers of attorney, bills of sale, deeds, escrow instructions, affidavits, real estate brokerage agreements, listing agreements and other agreements, instruments and other documents which may be necessary or appropriate in the discretion of a Signing Officer for the purpose of administering or disposing of such property.

[Credit Administration]

4. Demands, notices of acceleration, extensions of time or forbearances or waivers regarding any note, indebtedness or other obligation held by the Bank; and ballots, written consents or other instruments to vote the Bank’s interest or give its consent as the holder of a debt obligation or as a member of a creditors’ committee.

5. Claims of the Bank as a creditor of a decedent or of a party in any bankruptcy, receivership, insolvency or similar proceeding, or any other claim of the Bank in any other type of action or proceeding.

[Assets]

6. [Securities] Powers of attorney, contracts or bills of sale, assignments and other instruments to transfer and assign stocks, bonds and other securities together with any related brokerage or account agreements and proxies, ballots, written consents, waivers, agreements, instruments and other documents to vote the Bank’s interest or otherwise act on its behalf as a stockholder in a corporation or as the owner of any other equity interest in any other entity.

7. [Funds] Checks, drafts, wire transfer orders, and other instruments and orders directing the payment or disbursement of funds.

8. [Bank’s Personal Property] Purchase agreements or orders, bills of sale, assignments, leases, subleases and other instruments of conveyance to purchase, sell, lease or sublease to or from a third party personal property, or any interest therein, for the Bank’s own account.

9. [Collateral, Trust and Other Property] Agreements, instruments and other documents to effect any sale or other disposition of any real or personal property currently held or originally acquired in connection with collateral for a loan or to effect any purchase or sale of real or personal property held or to be held in any fiduciary or other representative capacity; any and all leases, subleases, rental agreements and other contracts or instruments required to effect any lease, sublease or rental of any such property either for or by the Bank; and any and all management agreements, construction contracts and other contracts required to be executed in the course of the management, maintenance, improvement and/or operation of any real or personal property owned, held or leased by the Bank, however acquired.

[Customer Accounts and Services]

10. Cashier’s checks, money orders, certificates of deposit, savings certificates, check certifications and other similar obligations.

11. Receipts for any funds or other property paid or delivered to the Bank.

12. Guaranties of signatures, whether appearing as endorsements of bonds, certificates of stock, or other securities, including without limitation medallion guaranties provided in connection with a medallion stamp, or otherwise.

13. Certifications of records, confirmations and affidavits.

14. Agreements, instruments and other documents establishing or relating to any deposit account or the collateralization thereof.

[Service Contracts]

15. Agreements and proposals to provide services to or receive services from third parties.

[Governmental Reporting; Legal Proceedings]

16. Tax returns and all reports, applications and other filings made with any federal, state or local governmental department, agency, body or official.

17. Pleadings, petitions, accounts, and other documents to be filed in any court, administrative or other proceeding, including verifications thereof.

[Trust Administration]

18. Any and all agreements, instruments and other documents to enable the Bank to withdraw, collect or receive any sums or property in which the Bank has an interest as executor, administrator, administrator with will annexed, special administrator, guardian, trustee or in any other representative or fiduciary capacity, and to execute and deliver any checks, drafts, receipts, orders or other documents as may be necessary, proper or convenient in connection therewith; any declination, renunciation or resignation by the Bank from any fiduciary or other representative position; petitions for the appointment or the confirmation of appointment of the Bank in any fiduciary or other representative capacity and certificates of the incumbency of the Bank as trustee or any of its officers acting on its behalf in such capacity; certificates of assets held in any account with the Bank; and any other agreement, instrument or other document signed by the Bank in a fiduciary or other representative capacity.

[Corporate Trust]

19. Trust indentures, declarations of trust, trust and agency agreements, pooling and servicing agreements, fiscal and paying agency agreements, acceptances thereof, consents thereto and any similar agreements, however denominated, to which the Bank is a party in a fiduciary or other representative capacity; certificates of authentication or other indicia of valid issuance with respect to bonds, notes, debentures and other securities or obligations issued under any indenture, mortgage, trust or other agreement; certificates for securities deposited, interim certificates and other certificates for and on behalf of the Bank as depository or agent; countersignatures of stocks, bonds, notes, debentures, voting trust certificates, participation certificates and other certificates, instruments, obligations or other securities on behalf of the Bank as trustee, fiscal and paying agent, transfer agent, registrar or in another similar capacity; and certificates of cancellation and cremation of stocks, bonds, debentures or other securities.

D. Designated Signers; Other Officers; Certification; Effect of Previous Resolutions

FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President and any Executive Officer, acting alone, by filing a written authorization with the Secretary of the Bank, may authorize other persons (“Designated Signers”) to execute any of the agreements, instruments, or other documents contemplated in the preceding resolutions, but only to the extent of the authorizing officer’s own authority thereunder, which Designated Signer shall retain such authority until relieved of it in a written instrument filed with the Secretary of the Bank by the authorizing officer, another officer of equal or greater authority, the Board of Directors or any committee thereof or until termination of the Designated Signer’s employment with the Bank or any of its affiliates;

FURTHER RESOLVED, that for purposes of the foregoing resolutions, the signing authority of a Senior Managing Director shall be equivalent to that of an Executive Vice President, and the signing authority of a Managing Director shall be equivalent to that of a Senior Vice President;

FURTHER RESOLVED, that the signature of the Secretary or of any Assistant Secretary of the Bank shall be required to certify any resolution adopted by the Board of Directors of the Bank or any committee thereof, the incumbency, title or signature of any officer of the Bank and any designation of authority under these resolutions or otherwise, and the Secretary or any Assistant Secretary of the Bank may also certify any records or other documents created in the ordinary course of the business of the Bank; and

FURTHER RESOLVED, that these resolutions shall supersede any resolution previously adopted by the Board of Directors of the Bank or any committee thereof to the extent that such previous resolution is inconsistent herewith.

EXHIBIT 6

May 24, 2004

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ joe nardi

Joe Nardi

Vice President

Exhibit 7

Federal Financial Institutions Examination Council	Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires April 30, 2006
	Please refer to page i, Table of Contents, for the required disclosure of estimated burden.

Consolidated Reports of Condition and Income for

A Bank With Domestic and Foreign Offices—FFIEC 031

Report at the close of business March 31, 2004

This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); and 12 U.S.C.§161 (National banks).

(20040331)

(RCRI 9999)

This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. terrirories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.

NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks.

I, Karen B. Martin, Vice President

Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

/s/ Karen B. Martin

Signature of Officer Authorized to Sign Report

4/19/2004

Date of Signature

The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.

We, the undersigned directors (trustees), attested to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

/S/ [ILLEGIBLE]

Director (Trustee)

/s/ [ILLEGIBLE]

Director (Trustee)

/s/ [ILLEGIBLE]

Director (Trustee)

Submission of Reports

Each bank must prepare its Reports of Condition and Income either:

(a) in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette; or

(b) in hard-copy (paper) form and arrange for another party to convert the paper report to electronic form. That party

(if other than EDS) must transmit the bank’s computer data file to EDS.

For electronic filing assistance, contact EDS Call Report Services, 13890 Bishops Drive, Suite 110, Brookfield, WI 53005, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the completed report that the bank places in its files.

FDIC Certificate Number:	03511
	(RCRI 9050)

Wells Fargo Bank National Association
Legal Title of Bank (TEXT 9010)
Sioux Falls
City (TEXT 9130)
SD	57117
State Abbrev. (TEXT 9200)	Zip Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

1

Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices	FFIEC 031
	Page i

Table of Contents

Signature Page	Cover
Contact Information	ii
Report of Income
Schedule RI - Income Statement	RI-1, 2, 3
Schedule RI-A - Changes in Equity Capital	RI-4
Schedule RI-B - Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses	RI-4, 5, 6
Schedule RI-D - Income from International Operations	RI-6
Schedule RI-E - Explanations	RI-7, 8

Disclosure of Estimated Burden

The estimated average burden associated with this information collection is 37.1 hours per respondent and is estimated to vary from 15 to 600 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and to one of the following:

Secretary

Board of Governors of the Federal Reserve System

Washington, D.C. 20551

Legislative and Regulatory Analysis Division

Office of the Comptroller of the Currency

Washington, D.C. 20219

Assistant Executive Secretary

Federal Deposit Insurance Corporation

Washington, D.C. 20429

Report of Condition
Schedule RC - Balance Sheet	RC-1, 2
Schedule RC-A - Cash and Balances Due From Depository Institutions	RC-3
Schedule RC-B - Securities	RC-3, 4, 5
Schedule RC-C - Loans and Lease Financing Receivables:
Part I. Loans and Leases	RC-6, 7
Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only; not included in the forms for the September and December reports)	RC-7a, 7b
Schedule RC-D - Trading Assets and Liabilities (to be completed only by selected banks)	RC-8
Schedule RC-E - Deposit Liabilities	RC-9, 10
Schedule RC-F - Other Assets	RC-11
Schedule RC-G - Other Liabilities	RC-11
Schedule RC-H - Selected Balance Sheet Items for Domestic Offices	RC-12
Schedule RC-I - Assets and Liabilities of IB	RC-12
Schedule RC-K - Quarterly Averages	RC-13
Schedule RC-L - Derivatives and Off-Balance Sheet Items	RC-14, 15
Schedule RC-M - Memoranda	RC-16
Schedule RC-N - Past Due and Nonaccrual Loans, Leases, and Other Assets	RC-17, 18
Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments	RC-19, 20
Schedule RC-R - Regulatory Capital	RC-21, 22, 23, 24
Schedule RC-S - Servicing, Securitization, and Asset Sales Activities	RC-25, 26, 27
Schedule RC-T - Fiduciary and Related Services	RC-28, 29, 30
Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income	RC-31
Special Report (to be completed by all banks)

For information or assistance, National and State nonmember banks should contact the FDIC’s Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.

2

	1.g 00 Ot
Contact Information for the Reports of Condition and Income	Page ii

To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the authorized officer of the bank signing the reports for this quarter and (2) the person at the bank - other than the authorized officer - to whom questions about the reports should be directed. If the authorized officer is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter “none” for the contact’s e-mail address or fax number if not available. Contact information for the Reports of Condition and Income is for the confidential use of the Agencies and will not be released to the public.

Authorized Officer Signing the Reports	Other Person to Whom Questions about the Reports Should be Directed
Karen B. Martin	Celestina I. Venturi
Name (TEXT C490)	Name (TEXT C495)
Vice President	Accounting Manager
Title (TEXT C491)	Title (TEXT C496)
karen.b.martin@wellsfargo.com	celestina.i.venturi@wellsfargo.com
E-mail Address (TEXT C492)	E-mail Address (TEXT 4086)
612-667-3975	612-316-4943
Telephone: Area code/phone number/extension (TEXT C493)	Telephone: Area code/phone number/extension (TEXT 8902)
612-667-3659	612-667-3659
FAX: Area code/phone number (TEXT C494)	FAX: Area code/phone number (TEXT 9116)

Emergency Contact Information

This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public.

Primary Contact	Secondary Contact
Carrie L. Tolstedt
Name (TEXT C366)	Name (TEXT C371)
President & CEO
Title (TEXT C367)	Title (TEXT C372)
tolstecl@wellsfargo.com
E-Mail Address (TEXT C368)	E-Mail Address (TEXT C373)
415-396-7328
Telephone: Area code/phone number/extension (TEXT C369)	Telephone: Area code/phone number/extension (TEXT C374)
415-397-2987
Fax: Area code/phone number (TEXT C370)	Fax: Area code/phone number (TEXT C375)

USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information

This information is being requested to identify points-of-contact who are in charge of your depository institution’s Section 314(a) searches and who could be contacted by federal law enforcement officers for additional information related to anti-terrorist financing and anti-money laundering. Please provide information for a secondary contact if available. Enter “none” for the contacts’s e-mail address or fax number if not available. USA PATRIOT Act contact information is for the confidential use of the Agencies and the Financial Crimes Enforcement Network (FinCEN) and will not be released to the public.

Primary Contact	Secondary Contact
Art Wilson	Kathy Peterson
Name (TEXT C437)	Name (TEXT C442)
SVP, Investigations Director	VP, BSA Compliance Officer
Title (TEXT C438)	Title (TEXT C443)
wilsona@wellsfargo.com	kathryn.l.peterson@wellsfargo.com
E-Mail Address (TEXT C439)	E-Mail Address (TEXT C444)
626-919-6050	612-667-9925
Telephone: Area code/phone number/extension (TEXT C440)	Telephone: Area code/phone number/extension (TEXT C445)
626-919-6099	612-667-8641
Fax: Area code/phone number (TEXT C441)	Fax: Area code/phone number (TEXT C446)

3

Wells Fargo Bank National Association	FFIEC 031 RI-1
Legal Title of Bank
Sioux Falls
City
SD                                                             57117
State                                                         Zip Code
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Consolidated Report of Income for the period January 1, 2004 – March 31, 2004

All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars.

Schedule RI—Income Statement

Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
1. Interest Income:
a. Interest and fee income on loans:
(1) In domestic offices:
(a) Loans secured by real estate	4011	2,169,000	1.a.1.a
(b) Loans to finance agricultural production and other loans to farmers	4024	35,000	1.a.1.b
(c) Commercial and industrial loans	4012	457,000	1.a.1.c
(d) Loans to individuals for household, family, and other personal expenditures:
(1) Credit cards	B485	128,000	1.a.1.d.1
(2) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)	B486	311,000	1.a.1.d.2
(e) Loans to foreign governments and official institutions	4056	0	1.a.1.e
(f) All other loans in domestic offices	B487	49,000	1.a.1.f
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs	4059	0	1.a.2
(3) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2))	4010	3,149,000	1.a.3
b. Income from lease financing receivables	4065	42,000	1.b
c. Interest income on balances due from depository institutions: (1)	4115	17,000	1.c
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)	B488	9,000	1.d.1
(2) Mortgage-backed securities	B489	306,000	1.d.2
(3) All other securities (includes securities issued by states and political subdivisions in the U.S.)	4060	58,000	1.d.3
e. Interest income from trading assets	4069	6,000	1.e
f. Interest income on federal funds sold and securities purchased under agreements to resell	4020	4,000	1.f
g. Other interest income	4518	12,000	1.g
h. Total interest income (sum of items 1.a.(3) through 1.g)	4107	3,603,000	1.h
2. Interest expense:
a. Interest on deposits:
(1) Interest on deposits in domestic offices:
(a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)	4508	2,000	2.a.1.a
(b) Nontransaction accounts:
(1) Savings deposits (includes MMDAs)	0093	171,000	2.a.1.b.1
(2) Time deposits of $100,000 or more	A517	88,000	2.a.1.b.2
(3) Time deposits of less than $100,000	A518	71,000	2.a.1.b.3
(2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs	4172	42,000	2.a.2
b. Expense of federal funds purchased and securities sold under agreements to repurchase	4180	57,000	2.b
c. Interest on trading liabilities and other borrowed money	4185	44,000	2.c

(1) Includes interest income on time certificates of deposits not held for trading.

4

Wells Fargo Bank National Association	FFIEC 031 RI-2
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RI—Continued

		Year-to-date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
2. Interest expense (continued):
d. Interest on subordinated notes and debentures	4200	44,000			2.d
e. Total interest expense (sum of items 2.a through 2.d)	4073	519,000			2.e
3. Net interest income (item 1.h minus 2.e)			4074	3,084,000	3
4. Provision for loan and lease losses			4230	186,000	4
5. Noninterest income:
a. Income from fiduciary activities (1)	4070	190,000			5.a
b. Service charges on deposit accounts in domestic offices	4080	594,000			5.b
c. Trading revenue (2)	A220	73,000			5.c
d. Investment banking, advisory, brokerage, and underwriting fees and commissions	B490	75,000			5.d
e. Venture capital revenue	B491	0			5.e
f. Net servicing fees	B492	163,000			5.f
g. Net securitization income	B493	26,000			5.g
h. (1) Underwriting income from insurance and reinsurance activities	C386	21,000			5.h.1
(2) Income from other insurance activities	C387	0			5.h.2
i. Net gains (losses) on sales of loans and leases	5416	7,000			5.i
j. Net gains (losses) on sales of other real estate owned	5415	0			5.j
k. Net gains (losses) on sales of other assets (excluding securities)	B496	12,000			5.k
l. Other noninterest income*	B497	1,029,000			5.l
m. Total noninterest income (sum of items 5.a through 5.l)			4079	2,190,000	5.m
6. a. Realized gains (losses) on held-to-maturity securities			3521	0	6.a
b. Realized gains (losses) on available-for-sale securities			3196	27,000	6.b
7. Noninterest expense:
a. Salaries and employee benefits	4135	1,358,000			7.a
b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest)	4217	332,000			7.b
c.  (1) Goodwill impairment losses	C216	0			7.c.1
(2) Amortizationexpense and impairment losses for other intangible assets	C232	39,000			7.c.2
d. Other noninterest expense *	4092	1,351,000			7.d
e. Total noninterest expense (sum of items 7.a through 7.d)			4093	3,080,000	7.e
8. Income (loss) before income taxes and extraordinary items, and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)			4301	2,035,000	8
9.   Applicable income taxes (on item 8)			4302	745,000	9
10. Income (loss) before extraordinary items and other adjusments (item 8 minus item 9)			4300	1,290,000	10
11. Extraordinary items and other adjustments, net of income taxes *			4320	0	11
12. Net income (loss) (sum of items 10 and 11)			4340	1,290,000	12

* Describe on Schedule RI-E - Explanations.

(1) For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 19.

(2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c must equal the sum of Memorandum items 8.a through 8.d.

5

Wells Fargo Bank National Association	FFIEC 031 RI-3
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RI—Continued

		Year-to-Date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
Memoranda
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes	4513	1,000	M.1
2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8)	8431	59,000	M.2
3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b)	4313	3,000	M.3
4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))	4507	20,000	M.4
		Number
5. Number of full-time equivalent employees at end of current period (round to nearest whole number)	4150	96,866	M.5
6. Not applicable
	CCYY / MM / DD
7. If the reporting bank has restated its balance sheet as a result of applying push down accounting this calendar year, report the date of the bank’s acquisition (1)	9106	N/A	M.7
	RIAD	Bil / Mil / Thou
8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.):
a. Interest rate exposures	8757	21,000	M.8.a
b. Foreign exchange exposures	8758	49,000	M.8.b
c. Equity security and index exposures	8759	1,000	M.8.c
d. Commodity and other exposures	8760	2,000	M.8.d
	RIAD	Bil / Mil / Thou
9. Impact on income of derivatives held for purposes other than trading:
a. Net increase (decrease) to interest income	8761	70,000	M.9.a
b. Net (increase) decrease to interest expense	8762	36,000	M.9.b
c. Other (noninterest) allocations	8763	527,000	M.9.c
10. Credit losses on derivatives (see instructions)	A251	0	M.10
		YES / NO
11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year ?	A530	NO	M.11

(1) For example, a bank acquired on June 1, 2001, would report 20010601

6

Wells Fargo Bank National Association	FFIEC 031 RI-4
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RI-A—Changes in Equity Capital

Indicate decreases and losses in parentheses.

Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
1. Total equity capital most recently reported for the December 31, 2003, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)	3217	23,515,000	1
2. Restatements due to corrections of material accounting errors and changes in accounting principles*	B507	0	2
3. Balance end of previous calendar year as restated (sum of items 1 and 2)	B508	23,515,000	3
4. Net income (loss) (must equal Schedule RI, item 12)	4340	1,290,000	4
5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)	B509	0	5
6. Treasury stock transactions, net	B510	0	6
7. Changes incident to business combinations, net	4356	7,817,000	7
8. LESS: Cash dividends declared on preferred stock	4470	0	8
9. LESS: Cash dividends declared on common stock	4460	500,000	9
10. Other comprehensive income (1)	B511	436,000	10
11. Other transactions with parent holding company * (not included in items 5, 6, 8, or 9 above)	4415	0	11
12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28)	3210	32,558,000	12

* Describe on Schedule RI-E - Explanations.

(1) Includes changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments.

Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses

Part I. Charge-offs and Recoveries on Loans and Leases

Part I includes charge-offs and recoveries through the allocated transfer risk reserve.	( Column A ) Charge-offs (1)		( Column B ) Recoveries
	Calendar year-to-date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou	RIAD	Bil / Mil / Thou
1. Loans secured by real estate:
a. Construction, land development, and other land loans in domestic offices	3582	3,000	3583	1,000	1.a
b. Secured by farmland in domestic offices	3584	0	3585	0	1.b
c. Secured by 1-4 family residential properties in domestic offices:
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit	5411	14,000	5412	2,000	1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens	C234	7,000	C217	1,000	1.c.2.a
(b) Secured by junior liens	C235	11,000	C218	2,000	1.c.2.b
d. Secured by multifamily (5 or more) residential properties in domestic offices	3588	1,000	3589	0	1.d
e. Secured by nonfarm nonresidential properties in domestic offices	3590	6,000	3591	2,000	1.e
f. In foreign offices	B512	0	B513	0	1.f
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions	4653	0	4663	0	2.a
b. To foreign banks	4654	0	4664	0	2.b
3. Loans to finance agricultural production and other loans to farmers	4655	5,000	4665	2,000	3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)	4645	80,000	4617	32,000	4.a
b. To non-U.S. addressees (domicile)	4646	0	4618	0	4.b

(1) Include write-downs arising from transfers of loans to a held-for-sale account.

7

Wells Fargo Bank National Association	FFIEC 031 RI-5
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RI-B—Continued

Part I. Continued

	( Column A ) Charge-offs (1)		( Column B ) Recoveries
	Calendar year-to-date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou	RIAD	Bil / Mil / Thou
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards	B514	76,000	B515	12,000	5.a
b. Other (includes single payment, installment, all student loans and revolving credit plans other than credit cards)	B516	72,000	B517	26,000	5.b
6. Loans to foreign governments and official institutions	4643	0	4627	0	6
7. All other loans	4644	4,000	4628	3,000	7
8. Lease financing receivables:
a. To U.S. addressees (domicile)	4658	4,000	4668	0	8.a
b. To non-U.S. addressees (domicile)	4659	0	4669	0	8.b
9. Total (sum of items 1 through 8)	4635	283,000	4605	83,000	9
	( Column A ) Charge-offs (1)		( Column B ) Recoveries
	Calendar year-to-date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou	RIAD	Bil / Mil / Thou
Memoranda
1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above	5409	0	5410	0	M.1
2. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RI-B, part I, item 1, above):	4652	0	4662	0	M.2
3. Not applicable.
Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
			Calendar year-to-date
			RIAD	Bil / Mil / Thou
4. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for loan and lease losses)			C388	18,000	M.4

(1) Include write-downs arising from transfers of loans to a held-for-sale account.

8

Wells Fargo Bank National Association	FFIEC 031 RI-6
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Part II. Changes in Allowance for Loan and Lease Losses

Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
1. Balance most recently reported for the December 31, 2003, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)	B522	1,554,000	1
2. Recoveries (must equal part I, item 9, column B above)	4605	83,000	2
3. LESS: Charge-offs (must equal part I, item 9, column A above less Schedule RI-B, part II, item 4)	C079	283,000	3
4. LESS: Write-downs arising from transfers of loans to a held-for-sale account	5523	0	4
5. Provision for loan and lease losses (must equal Schedule RI, item 4)	4230	186,000	5
6. Adjustments * (see instructions for this schedule)	C233	1,089,000	6
7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c)	3123	2,629,000	7
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
Memoranda
1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above	C435	0	M.1
Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
2. Separate valuation allowance for uncollectible retail credit card fees and finance charges	C389	26,000	M.2
3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges	C390	0	M.3

* Describe on Schedule RI-E—Explanations.

Schedule RI-D—Income from International Operations

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income.

		Year-to-Date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
1. Interest income and expense attributable to international operations:
a. Gross interest income	B523	N/A	1.a
b. Gross interest expense	B524	N/A	1.b
2. Net interest income attributable to international operations (item 1.a minus 1.b)	B525	N/A	2.
3. Noninterest income and expense attributable to international operations:
a. Noninterest income attributable to international operations	4097	N/A	3.a
b. Provision for loan and lease losses attributable to international operations	4235	N/A	3.b
c. Other noninterest expense attributable to international operations	4239	N/A	3.c
d. Net noninterest income (expense) attributable to international operations (item 3.a minus 3.b and 3.c)	4843	N/A	3.d
4. Estimated pretax income attributable to international operations before capital allocation adjustment (sum of items 2 and 3.d)	4844	N/A	4
5. Adjustment to pretax income for internal allocations to international operations to reflect the effects of equity capital on overall bank funding costs	4845	N/A	5
6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5)	4846	N/A	6
7. Income taxes attributable to income from international operations as estimated in item 6	4797	N/A	7
8. Estimated net income attributable to international operations (item 6 minus 7)	4341	N/A	8

9

Wells Fargo Bank National Association	FFIEC 031 RI-7
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RI-E—Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)

		Year-to-Date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
1. Other noninterest income (from Schedule RI, item 5.l) Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m:
TEXT
a. Income and fees from the printing and sale of checks	C013	0	1.a
b. Earnings on/increase in value of cash surrender value of life insurance	C014	0	1.b
c. Income and fees from automated teller machines (ATMs)	C016	0	1.c
d. Rent and other income from other real estate owned	4042	0	1.d
e. Safe deposit box rent	C015	0	1.e
f. 4461 Credit Cards Fees	4461	213,000	1.f
g. 4462 Auto Lease Operating Income	4462	210,000	1.g
h. 4463 Loan Origination Fees	4463	177,000	1.h
2. Other noninterest expense (from Schedule RI, item 7.d): Itemize and describe amounts that exceed 1% of the sum of Schedule RI, items 1.h and 5.m:
TEXT
a. Data processing expenses	C017	0	2.a
b. Advertising and marketing expenses	0497	75,000	2.b
c. Director’s fees	4136	0	2.c
d. Printing, stationery, and supplies	C018	0	2.d
e. Postage	8403	0	2.e
f. Legal fees and expenses	4141	0	2.f
g. FDIC deposit insurance assessments	4146	0	2.g
h. 4464Intercompany Allocations	4464	520,000	2.h
i. 4467Auto Lease Operating Expense	4467	155,000	2.i
j. 4468Professional Fees	4468	128,000	2.j
3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments):
TEXT
a. (1) 4469	4469	N/A	3.a.1
(2) Applicable income tax effect44860			3.a.2
b. (1) 4487	4487	N/A	3.b.1
(2) Applicable income tax effect44880			3.b.2
c. (1) 4489	4489	N/A	3.c.1
(2) Applicable income tax effect44910			3.c.2

10

Wells Fargo Bank National Association	FFIEC 031 RI-8
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RI-E—Continued

		Year-to-Date
Dollar Amounts in Thousands	RIAD	Bil / Mil / Thou
4. Restatements due to corrections of material accounting errors and changes in accounting principles (from Schedule RI-A, item 2) (itemize and describe all restatements):
TEXT
a. B526	B526	N/A	4.a
b. B527	B527	N/A	4.b
5. Other transactions with parent holding company (from Schedule RI-A, item 11) (itemize and describe all such transactions):
TEXT
a. 4498	4498	N/A	5.a
b. 4499	4499	N/A	5.b
6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments):
TEXT
a. 4521 Consolidation of Affiliated Banks	4521	1,089,000	6.a
b. 4522	4522	N/A	6.b
	RIAD
7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income):
X = NO COMMENT - Y = COMMENT	4769	X
Other explanations (please type or print clearly):
TEXT ( 70 characters per line )
4769

11

Wells Fargo Bank National Association	FFIEC 031 RC-1
Legal Title of Bank
Sioux Falls
City
SD                                                             57117
State                                                         Zip Code

Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327

FDIC Certificate Number - 03511

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

Dollar Amounts in Thousands			RCFD	Bil / Mil / Thou
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)			0081	13,890,000	1.a
b. Interest-bearing balances (2)			0071	6,251,000	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773	27,661,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:
			RCON
a. Federal funds sold in domestic offices			B987	1,436,000	3.a
			RCFD
b. Securities purchased under agreements to resell (3)			B989	170,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale			5369	29,359,000	4.a
b. Loans and leases, net of unearned income	B528	233,785,000			4.b
c. LESS: Allowance for loan and lease losses	3123	2,629,000			4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			B529	231,156,000	4.d
5. Trading assets (from Schedule RC-D)			3545	8,314,000	5
6. Premises and fixed assets (including capitalized leases)			2145	2,787,000	6
7. Other real estate owned (from Schedule RC-M)			2150	180,000	7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	284,000	8
9. Customers’ liability to this bank on acceptances outstanding			2155	69,000	9
10. Intangible assets:
a. Goodwill			3163	7,915,000	10.a
b. Other intangible assets (from Schedule RC-M)			0426	6,871,000	10.b
11. Other assets (from Schedule RC-F)			2160	11,217,000	11
12. Total assets (sum of items 1 through 11)			2170	347,560,000	12

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

12

Wells Fargo Bank National Association	FFIEC 031 RC-2
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC—Continued

Dollar Amounts in Thousands				Bil / Mil / Thou
LIABILITIES
13. Deposits:
			RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200	240,660,000	13.a
(1) Noninterest-bearing (1)	6631	78,496,000			13.a.1
(2) Interest-bearing	6636	162,164,000			13.a.2
			RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)			2200	15,087,000	13.b
(1) Noninterest-bearing	6631	3,000			13.b.1
(2) Interest-bearing	6636	15,084,000			13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:
			RCON
a. Federal funds purchased in domestic offices (2)			B993	18,617,000	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)			B995	3,028,000	14.b
15. Trading liabilities (from Schedule RC-D)			3548	4,973,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)			3190	18,180,000	16
17. Not applicable
18. Bank’s liability on acceptances executed and outstanding			2920	69,000	18
19. Subordinated notes and debentures(4)			3200	4,824,000	19
20. Other liabilities (from Schedule RC-G)			2930	9,494,000	20
21. Total liabilities (sum of items 13 through 20)			2948	314,932,000	21
22. Minority interest in consolidated subsidiaries			3000	70,000	22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus			3838	0	23
24. Common stock			3230	520,000	24
25. Surplus (exclude all surplus related to preferred stock)			3839	23,424,000	25
26. a. Retained earnings			3632	7,812,000	26.a
b. Accumulated other comprehensive income (5)			B530	802,000	26.b
27. Other equity capital components (6)			A130	0	27
28. Total equity capital (sum of items 23 through 27)			3210	32,558,000	28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			3300	347,560,000	29

Memorandum

To be reported only with the March Report of Condition.

	RCFD	Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2003	6724	2	M. 1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank’s financial statements by external auditors

7 = Compilation of the bank’s financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “other borrowed money.”

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

13

Wells Fargo Bank National Association	FFIEC 031 RC-3
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-A—Cash and Balances Due From Depository Institutions

Exclude assets held for trading.

Dollar Amounts in Thousands	(Column A) Consolidated Bank		(Column B) Domestic Offices
	RCFD	Bil / Mil / Thou	RCON	Bil / Mil / Thou
1. Cash items in process of collection, unposted debits, and currency and coin	0022	12,963,000			1
a. Cash items in process of collection and unposted debits			0020	10,192,000	1.a
b. Currency and coin			0080	2,771,000	1.b
2. Balance due from depository institutions in the U.S.			0082	347,000	2
a. U.S. branches and agencies of foreign banks (including their IBFs)	0083	525,000			2.a
b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs)	0085	347,000			2.b
3. Balances due from banks in foreign countries and foreign central banks			0070	5,246,000	3
a. Foreign branches of other U.S. banks	0073	5,607,000			3.a
b. Other banks in foreign countries and foreign central banks	0074	169,000			3.b
4. Balances due from Federal Reserve Banks	0090	530,000	0090	530,000	4
5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items 1.a and 1.b)	0010	20,141,000	0010	19,086,000	5

Schedule RC-B—Securities

Exclude assets held for trading.

	Held-to-maturity				Available-for-sale
	(Column A) Amortized Cost		(Column B) Fair Value		(Column C) Amortized Cost		(Column D) Fair Value
Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou
1. U.S. Treasury securities	0211	0	0213	0	1286	363,000	1287	384,000	1
2. U.S. Government agency obligations (exclude mortgage-backed securities):
a. Issued by U.S. Government agencies (1)	1289	0	1290	0	1291	27,000	1293	28,000	2.a
b. Issued by U.S. Government-sponsored agencies (2)	1294	0	1295	0	1297	202,000	1298	210,000	2.b
3. Securities issued by states and political subdivisions in the U.S.	8496	0	8497	0	8498	1,549,000	8499	1,642,000	3

(1) Includes Small Business Administration ‘Guaranteed Loan Pool Certificates,’ U.S. Maritime Administration obligations, and Export - Import Bank participation certificates.

(2) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.

14

Wells Fargo Bank National Association	FFIEC 031 RC-4
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-B—Continued

	Held-to-maturity				Available-for-sale
Dollar Amounts in Thousands	(Column A) Amortized Cost		(Column B) Fair Value		(Column C) Amortized Cost		(Column D) Fair Value
	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou
4. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Guaranteed by GNMA	1698	0	1699	0	1701	3,560,000	1702	3,837,000	4.a.1
(2) Issued by FNMA and FHLMC	1703	0	1705	0	1706	14,483,000	1707	14,964,000	4.a.2
(3) Other pass-through securities	1709	0	1710	0	1711	0	1713	0	4.a.3
b. Other mortgage-backed securities (include CMOs, REMICs and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA	1714	0	1715	0	1716	779,000	1717	835,000	4.b.1
(2) Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA	1718	0	1719	0	1731	1,000	1732	1,000	4.b.2
(3) All other mortgage-backed securities	1733	0	1734	0	1735	3,553,000	1736	3,727,000	4.b.3
5. Asset-backed securities (ABS):
a. Credit card receivables	B838	0	B839	0	B840	17,000	B841	17,000	5.a
b. Home equity lines	B842	0	B843	0	B844	0	B845	0	5.b
c. Automobile loans	B846	0	B847	0	B848	0	B849	0	5.c
d. Other consumer loans	B850	0	B851	0	B852	0	B853	0	5.d
e. Commercial and industrial loans	B854	0	B855	0	B856	21,000	B857	22,000	5.e
f. Other	B858	0	B859	0	B860	204,000	B861	208,000	5.f
6. Other debt securities:
a. Other domestic debt securities	1737	0	1738	0	1739	1,520,000	1741	1,625,000	6.a
b. Foreign debt securities	1742	0	1743	0	1744	113,000	1746	130,000	6.b
7. Investments in mutual funds and other equity securities with readily determinable fair values (1)					A510	28,000	A511	31,000	7
8. Total (sum of items 1 through 7) (total of Column A must equal Schedule RC item 2.a) (total of column D must equal Schedule RC, item 2.b)	1754	0	1771	0	1772	26,420,000	1773	27,661,000	8

(1) Report Federal Reserve stock, Federal Home Loan Bank stock, and banker’s bank stock in Schedule RC-F, item 4.

15

Wells Fargo Bank National Association	FFIEC 031 RC-5
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-B—Continued

Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou
Memoranda
1. Pledged securities (1)	0416	17,961,000	M.1
2. Maturity and repricing data for debt securities (1, 2) (excluding those in nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: (3,4)
(1) Three months or less	A549	238,000	M.2.a.1
(2) Over three months through 12 months	A550	355,000	M.2.a.2
(3) Over one year through three years	A551	607,000	M.2.a.3
(4) Over three years through five years	A552	677,000	M.2.a.4
(5) Over five years through 15 years	A553	1,777,000	M.2.a.5
(6) Over 15 years	A554	678,000	M.2.a.6
b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: (3,5)
(1) Three months or less	A555	45,000	M.2.b.1
(2) Over three months through 12 months	A556	25,000	M.2.b.2
(3) Over one year through three years	A557	692,000	M.2.b.3
(4) Over three years through five years	A558	1,294,000	M.2.b.4
(5) Over five years through 15 years	A559	2,009,000	M.2.b.5
(6) Over 15 years	A560	14,654,000	M.2.b.6
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: (6)
(1) Three years or less	A561	2,060,000	M.2.c.1
(2) Over three years	A562	2,503,000	M.2.c.2
d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)	A248	462,000	M.2.d
3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer)	1778	0	M.3
4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6):
a. Amortized cost	8782	0	M.4.a
b. Fair value	8783	0	M.4.b

(1) Includes held-to-maturity securities at amortized cost and available-for-sale securities at fair value.

(2) Exclude investments in mutual funds and other equity securities with readily determinable fair values.

(3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date.

(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage-backed securities” included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.b, sum of columns A and D.

16

Wells Fargo Bank National Association	FFIEC 031 RC-6
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-C—Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment, net of unearned income. Exclude assets held for trading and commercial paper.

	(Column A) Consolidated Bank		(Column B) Domestic Offices
Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou	RCON	Bil / Mil / Thou
1. Loans secured by real estate	1410	182,891,000			1
a. Construction, land development, and other land loans			1415	8,322,000	1.a
b. Secured by farmland (including farm residential and other improvements)			1420	1,270,000	1.b
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit			1797	44,207,000	1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens			5367	96,289,000	1.c.2.a
(b) Secured by junior liens			5368	6,743,000	1.c.2.b
d. Secured by multifamily (5 or more) residential properties			1460	2,576,000	1.d
e. Secured by nonfarm nonresidential properties			1480	23,484,000	1.e
2. Loans to depository institutions and acceptances of other banks:
a. To commercial banks in the U.S.			B531	11,019,000	2.a
(1) To U.S. branches and agencies of foreign banks	B532	0			2.a.1
(2) To other commercial banks in the U.S.	B533	11,022,000			2.a.2
b. To other depository institutions in the U.S.	B534	0	B534	0	2.b
c. To banks in foreign countries			B535	29,000	2.c
(1) To foreign branches of other U.S. banks	B536	0			2.c.1
(2) To other banks in foreign countries	B537	40,000			2.c.2
3. Loans to finance agricultural production and other loans to farmers	1590	3,507,000	1590	3,507,000	3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)	1763	32,578,000	1763	32,578,000	4.a
b. To non-U.S. addressees (domicile)	1764	55,000	1764	49,000	4.b
5. Not applicable.
6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):
a. Credit cards	B538	4,615,000	B538	4,615,000	6.a
b. Other revolving credit plans	B539	2,217,000	B539	2,217,000	6.b
c. Other consumer loans (includes single payment, installment, and all student loans	2011	20,118,000	2011	20,117,000	6.c
7. Loans to foreign government and official institutions (including foreign central banks)	2081	5,000	2081	5,000	7
8. Obligations (other than securities and leases) of states and political subdivisions in the U.S.	2107	330,000	2107	330,000	8
9. Other loans	1563	2,684,000			9
a. Loans for purchasing or carrying securities (secured and unsecured)			1545	885,000	9.a
b. All other loans (exclude consumer loans)			1564	1,799,000	9.b
10. Lease financing receivables (net of unearned income)			2165	3,082,000	10
a. Of U.S. addressees (domicile)	2182	3,082,000			10.a
b. Of non-U.S. addressees (domicile)	2183	0			10.b
11. LESS: Any unearned income on loans reflected in  items 1-9 above	2123	0	2123	0	11
12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (total of column A must equal Schedule RC, item 4.a and 4.b)	2122	263,144,000	2122	263,123,000	12

17

Wells Fargo Bank National Association	FFIEC 031 RC-7
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-C—Continued

Part I. Continued

Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou
Memoranda
1. Loans and Leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1) (exclude loans secured by 1-4 family residential properties and loans to individuals for household, family, and other personal expenditures)	1616	0	M.1
2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status):
	RCON
a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1, 2)
(1) Three months or less	A564	26,810,000	M.2.a.1
(2) Over three months through 12 months	A565	370,000	M.2.a.2
(3) Over one year through three years	A566	4,707,000	M.2.a.3
(4) Over three years through five years	A567	16,814,000	M.2.a.4
(5) Over five years through 15 years	A568	42,869,000	M.2.a.5
(6) Over 15 years	A569	4,517,000	M.2.a.6
	RCFD
b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (1,3)
(1) Three months or less	A570	112,846,000	M.2.b.1
(2) Over three months through 12 months	A571	7,055,000	M.2.b.2
(3) Over one year through three years	A572	17,446,000	M.2.b.3
(4) Over three years through five years	A573	12,867,000	M.2.b.4
(5) Over five years through 15 years	A574	12,841,000	M.2.b.5
(6) Over 15 years	A575	2,944,000	M.2.b.6
c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)	A247	110,478,000	M.2.c
3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A (4)	2746	4,424,000	M.3
	RCON
4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B)	5370	43,499,000	M.4
	RCFD
5. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RC-C, part I, item 1, column A)	B837	0	M.5
Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.
6. Outstanding credit card fees and finance charges included in Schedule RC-C, part I, item 6.a., column A	C391	65,000	M.6

(1) Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date.

(2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C must equal total closed-end loans secured by first liens on 1-4 family residential properties from . Schedule RC-C, part I, item 1.c.(2)(a), column B

(3) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10, column A, minus total closed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part I, item 1.c.(2)(a), column B.

(4) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A.

18

Wells Fargo Bank National Association	FFIEC 031 RC-8
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-D—Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year.

Dollar Amounts in Thousands	RCON	Bil / Mil / Thou
ASSETS
1. U.S. Treasury securities in domestic offices	3531	102,000	1
2. U.S. Government agency obligations in domestic offices (exclude mortgage-backed securities)	3532	1,335,000	2
3. Securities issued by states and political subdivisions in the U.S. in domestic offices	3533	11,000	3
4. Mortgage-backed securities (MBS) in domestic offices:
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA	3534	1,325,000	4.a
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS)	3535	0	4.b
c. All other mortgage-backed securities	3536	51,000	4.c
5. Other debt securities in domestic offices	3537	1,000	5
6. - 8. Not applicable
9. Other trading assets in domestic offices	3541	1,034,000	9
	RCFN
10. Trading assets in foreign offices	3542	0	10
	RCON
11. Revaluation gains on derivative contracts:
a. In domestic offices	3543	4,455,000	11.a
	RCFN
b. In foreign offices	3543	0	11.b
	RCFD
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)	3545	8,314,000	12
	RCFD	Bil / Mil / Thou
LIABILITIES
13. Liability for short positions	3546	686,000	13
14. Revaluation losses on derivative contracts	3547	4,287,000	14
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15)	3548	4,973,000	15

19

Wells Fargo Bank National Association	FFIEC 031 RC-9
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-E—Deposit Liabilities

Part I. Deposits in Domestic Offices

	Transaction Accounts				Nontransaction Accounts
	(Column A) Total transaction accounts (including total demand deposits)		(Column B) Memo: Total demand deposits (included in column A)		(Column C) Total nontransaction accounts (including MMDAs)
Dollar Amounts in Thousands	RCON	Bil / Mil / Thou	RCON	Bil / Mil / Thou	RCON	Bil / Mil / Thou
Deposits of:
1. Individuals, partnerships and corporations (include all certified and official checks)	B549	16,146,000			B550	215,298,000	1
2. U.S. Government	2202	18,000			2520	21,000	2
3. States and political subdivisions in the U.S.	2203	506,000			2530	5,136,000	3
4. Commercial banks and other depository institutions in the U.S.	B551	3,533,000			B552	2,000	4
5. Banks in foreign countries	2213	0			2236	0	5
6. Foreign governments, and official institutions (including foreign central banks)	2216	0			2377	0	6
7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a)	2215	20,203,000	2210	17,593,000	2385	220,457,000	7

Dollar Amounts in Thousands	RCON	Bil / Mil / Thou
Memoranda
1. Selected components of total deposits (i.e., sum of item 7, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts	6835	4,156,000	M.1.a
b. Total brokered deposits	2365	19,628,000	M.1.b
c. Fully insured brokered deposits (included in Memorandum item 1.b above):
(1) Issued in denominations of less than $100,000	2343	0	M.1.c.1
(2) Issued either in denominations of $100,000 or in denominations greater than $100,000 and participated out by the broker in shares of $100,000 or less	2344	0	M.1.c.2
d. Maturity data for brokered deposits:
(1) Brokered deposits issued in denominations of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(1) above)	A243	0	M.1.d.1
(2) Brokered deposits issued in denominations of $100,000 or more with a remaining maturity of one year or less (included in Memorandum item 1.b above)	A244	19,628,000	M.1.d.2
e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collaterlized as required under state law) (to be completed for the December report only)	5590	N/A	M.1.e
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C, above):
a. Savings deposits:
(1) Money market deposit accounts (MMDAs)	6810	67,791,000	M.2.a.1
(2) Other savings deposits (excludes MMDAs)	0352	113,697,000	M.2.a.2
b. Total time deposits of less than $100,000	6648	13,590,000	M.2.b
c. Total time deposits of $100,000 or more	2604	25,379,000	M.2.c

20

Wells Fargo Bank National Association	FFIEC 031 RC-10
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-E—Continued

Part I. Continued

Dollar Amounts in Thousands	RCON	Bil / Mil / Thou
Memoranda (continued)
3. Maturity and repricing data for time deposits of less than $100,000 :
a. Time deposits of less than $100,000 with a remaining maturity or next repricing date of (1,2)
(1) Three months or less	A579	3,318,000	M.3.a.1
(2) Over three months through 12 months	A580	5,355,000	M.3.a.2
(3) Over one year through three years	A581	3,718,000	M.3.a.3
(4) Over three years	A582	1,199,000	M.3.a.4
b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3)	A241	8,673,000	M.3.b
4. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of (1,4)
(1) Three months or less	A584	21,487,000	M.4.a.1
(2) Over three months through 12 months	A585	1,952,000	M.4.a.2
(3) Over one year through three years	A586	1,305,000	M.4.a.3
(4) Over three years	A587	635,000	M.4.a.4
b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3)	A242	23,439,000	M.4.b

(1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date.

(2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b.

(3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year.

(4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.c.

Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs)

Dollar Amounts in Thousands	RCFN	Bil / Mil / Thou
Deposits of:
1. Individuals, partnerships, and corporations (include all certified and official checks)	B553	11,365,000	1
2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions	B554	2,049,000	2
3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs)	2625	368,000	3
4. Foreign governments and official institutions (including foreign central banks)	2650	1,305,000	4
5. U.S. Government and states and political subdivisions in the U.S.	B555	0	5
6. Total (sum of items 1 through 5 ) (must equal Schedule RC, item 13.b)	2200	15,087,000	6
Dollar Amounts in Thousands	RCFN	Bil / Mil / Thou
Memorandum
1. Time deposits with a remaining maturity of one year or less (included in Part II, item 6 above)	A245	14,852,000	M.1

21

Wells Fargo Bank National Association	FFIEC 031 RC-11
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-F—Other Assets

Dollar Amounts in Thousands				RCFD	Bil / Mil / Thou
1. Accrued interest receivable (1)				B556	1,189,000	1
2. Net deferred tax assets (2)				2148	0	2
3. Interest-only strips receivable (not in the form of a security) (3) on:
a. Mortgage loans				A519	114,000	3.a
b. Other financial assets				A520	20,000	3.b
4. Equity securities that DO NOT have readily determinable fair values (4)				1752	1,427,000	4
5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item)				2168	8,467,000	5
	TEXT
a. Prepaid expenses		2166	0			5.a
b. Cash surrender value of life insurance		C009	0			5.b
c. Repossessed personal property (including vehicles)		1578	0			5.c
d. Deriviatives with a positive fair value held for purposes other than trading		C010	0			5.d
e. Retained interests in accrued interest receivable related to securitized credit cards		C436	0			5.e
f. 3549 Auto Operating Leases		3549	3,397,000			5.f
g. 3550		3550	N/A			5.g
h. 3551		3551	N/A			5.h
6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11)				2160	11,217,000	6

Schedule RC-G—Other Liabilities

Dollar Amounts in Thousands		RCON	Bil / Mil / Thou
1. a. Interest accrued and unpaid on deposits in domestic offices(5)		3645	115,000	1.a
		RCFD
b. Other expenses accrued and unpaid (includes accrued income taxes payable)		3646	3,009,000	1.b
2. Net deferred tax liabilities (2)		3049	3,713,000	2
3. Allowance for credit losses on off-balance sheet credit exposures		B557	0	3
4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25% of this item)		2938	2,657,000	4
TEXT
a. Accounts payable	3066	1,913,000		4.a
b. Deferred compensation liabilities	C011	0		4.b
c. Dividends declared but not yet payable	2932	0		4.c
d. Derivatives with a negative fair value held for purposes other than trading	C012	0		4.d
e. 3552	3552	N/A		4.e
f. 3553	3553	N/A		4.f
g. 3554	3554	N/A		4.g
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)		2930	9,494,000	5

(1) Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets.

(2) See discussion of deferred income taxes in Glossary entry on “income taxes.”

(3) Report interest-only strips receivable in the form of a security as available-for sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate.

(4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock

(5) For savings banks, includes “dividends” accrued and unpaid on deposits.

22

Wells Fargo Bank National Association	FFIEC 031 RC-12
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-H—Selected Balance Sheet Items for Domestic Offices

	Domestic Offices
Dollar Amounts in Thousands	RCON	Bil / Mil / Thou
1. Customers’ liability to this bank on acceptances outstanding	2155	29,000	1
2. Bank’s liability on acceptances executed and outstanding	2920	29,000	2
3. Securities purchased under agreements to resell	B989	170,000	3
4. Securities sold under agreements to repurchase	B995	3,028,000	4
5. Other borrowed money	3190	18,180,000	5
EITHER
6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs	2163	N/A	6
OR
7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs	2941	14,632,000	7
8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs)	2192	347,045,000	8
9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)	3129	299,785,000	9
In items 10-17 report the amortized (historical) cost of both held-to-maturity and available-for-sale securities in domestic offices.
	RCON	Bil / Mil / Thou
10. U.S. Treasury securities	1039	363,000	10
11. U.S. Government agency obligations (exclude mortgage-backed securities)	1041	229,000	11
12. Securities issued by states and political subdivisions in the U.S.	1042	1,549,000	12
13. Mortgage-backed securities (MBS):
a. Pass-through securities:
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA	1043	18,043,000	13.a.1
(2) Other pass-through securities	1044	0	13.a.2
b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS):
(1) Issued or guaranteed by FNMA, FHLMC, or GNMA	1209	779,000	13.b.1
(2) All other mortgage-backed securities	1280	3,554,000	13.b.2
14. Other domestic debt securities (include domestic asset-backed securities)	1281	1,762,000	14
15. Foreign debt securities (include foreign asset-backed securities)	1282	113,000	15
16. Investments in mutual funds and other equity securities with readily determinable fair values	A510	28,000	16
17. Total amortized (historical) cost of both held-to-maturity and available-for- sale  secutities (sum of items 10 through 16)	1374	26,420,000	17
18. Equity securities that do not have readily determinable fair values	1752	1,427,000	18
Schedule RC-I—Selected Assets and Liabilities of IBFs To be completed only by banks with IBFs and other “foreign” offices.
Dollar Amounts in Thousands	RCFN	Bil / Mil / Thou
1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)	2133	20,000	1
2. Total IBF liabilities (component of Schedule RC, item 21)	2898	1,000	2

23

Wells Fargo Bank National Association	FFIEC 031 RC-13
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-K—Quarterly Averages (1)

Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou
ASSETS
1. Interest-bearing balances due from depository institutions	3381	6,245,000	1
2. U.S. Treasury securities and U.S. Government agency obligations (2) (excluding mortgage-backed securities)	B558	738,000	2
3. Mortgage-backed securities (2)	B559	20,767,000	3
4. All other securities (2, 3)(includes securities issued by states and political subdivisions in the U.S.)	B560	3,394,000	4
5. Federal funds sold and securities purchased under agreements to resell	3365	1,462,000	5
	RCON
6. Loans:
a. Loans in domestic offices:
(1) Total loans	3360	249,062,000	6.a.1
(2) Loans secured by real estate	3385	174,831,000	6.a.2
(3) Loans to finance agricultural production and other loans to farmers	3386	3,534,000	6.a.3
(4) Commercial and industrial loans	3387	32,161,000	6.a.4
(5) Loans to individuals for household, family, and other personal expenditures:
(a) Credit cards	B561	4,629,000	6.a.5.a
(b) Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)	B562	22,351,000	6.a.5.b
	RCFN
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs	3360	21,000	6.b
	RCFD
7. Trading assets	3401	6,626,000	7
8. Lease financing receivables (net of unearned income)	3484	3,097,000	8
9. Total assets(4)	3368	333,052,000	9
LIABILITIES
	RCON
10. Interest-bearing transaction accounts in domestic (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits)	3485	2,732,000	10
11. Nontransaction accounts in domestic offices:
a. Savings deposits (includes MMDAs)	B563	167,921,000	11.a
b. Time deposits of $100,000 or more	A514	27,442,000	11.b
c. Time deposits of less than $100,000	A529	12,891,000	11.c
	RCFN
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs	3404	16,362,000	12
	RCFD
13. Federal funds purchased and securities sold under agreements to repurchase	3353	23,036,000	13
14. Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)	3355	17,253,000	14

(1) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter).

(2) Quarterly averages for all debt securities should be based on amortized cost.

(3) Quarterly averages for all equity securities should be based on historical cost.

(4) The quarterly averages for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.

24

Wells Fargo Bank National Association	FFIEC 031 RC-14
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-L—Derivatives and Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

Dollar Amounts in Thousands			RCFD	Bil / Mil / Thou
1. Unused commitments:
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines			3814	30,498,000	1.a
b. Credit card lines			3815	17,954,000	1.b
c. (1) Commitments to fund commercial real estate, construction, and land development loans secured by real estate			3816	7,633,000	1.c.1
(2) Commitments to fund commercial real estate, construction, and land development loans NOT secured by real estate			6550	4,626,000	1.c.2
d. Securities underwriting			3817	0	1.d
e. Other unused commitments			3818	52,187,000	1.e
2. Financial standby letters of credit and foreign office guarantees			3819	3,510,000	2
a. Amount of financial standby letters of credit conveyed to others	3820	607,000			2.a
3. Performance standby letters of credit and foreign office guarantees			3821	4,878,000	3.
a. Amount of performance standby letters of credit conveyed to others	3822	616,000			3.a
4. Commercial and similar letters of credit			3411	270,000	4
5. Participations in acceptances (as described in the instructions) conveyed to others by the reporting bank			3428	4,000	5
6. Securities lent (including customers’ securities lent where the customer is indemnified against loss by the reporting bank)			3433	204,000	6
7. Credit derivatives :
a. Notional amount of credit derivatives on which the reporting bank is the guarantor			A534	1,637,000	7.a
(1) Gross positive fair value			C219	14,000	7.a.1
(2) Gross negative fair value			C220	4,000	7.a.2
b. Notional amount of credit derivatives on which the reporting bank is the beneficiary			A535	1,652,000	7.b
(1) Gross positive fair value			C221	4,000	7.b.1
(2) Gross negative fair value			C222	22,000	7.b.2
8. Spot foreign exchange contracts			8765	6,053,000	8
9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, “Total equity capital”)			3430	0	9
TEXT
a. Securities borrowed	3432	0			9.a
b. Commitments to purchase when-issued securities	3434	0			9.b
c. 3555	3555	N/A			9.c
d. 3556	3556	N/A			9.d
e. 3557	3557	N/A			9.e
10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% Schedule RC item 28., “Total equity capital”)			5591	0	10
TEXT
a. Commitments to sell when-issued securities	3435	0			10.a
b. 5592	5592	N/A			10.b
c. 5593	5593	N/A			10.c
d. 5594	5594	N/A			10.d
e. 5595	5595	N/A			10.e
			RCFD	Tril / Bil / Mil / Thou
11. Year-to-date merchant credit card sales volume:
a. Sales for which the reporting bank is the acquiring bank			C223	15,235,000	11.a
b. Sales for which the reporting bank is the agent bank with risk			C224	0	11.b

25

Wells Fargo Bank National Association	FFIEC 031 RC-15
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-L—Continued

Dollar Amounts in Thousands Derivatives Position Indicators	(Column A) Interest Rate Contracts	(Column B) Foreign Exchange Contracts	(Column C) Equity Derivative Contracts	(Column D) Commodity and Other Contracts
	Tril / Bil / Mil / Thou	Tril / Bil / Mil / Thou	Tril / Bil / Mil / Thou	Tril / Bil / Mil / Thou
12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14):	RCFD 8693	RCFD 8694	RCFD 8695	RCFD 8696
a. Futures contracts	57,109,000	1,329,000	0	146,000	12.a
	RCFD 8697	RCFD 8698	RCFD 8699	RCFD 8700
b. Forward contracts	193,587,000	18,600,000	0	0	12.b
c. Exchange-traded option contracts:	RCFD 8701	RCFD 8702	RCFD 8703	RCFD 8704
(1) Written options	24,319,000	0	0	285,000	12.c.1
	RCFD 8705	RCFD 8706	RCFD 8707	RCFD 8708
(2) Purchased options	56,075,000	2,000	1,000	0	12.c.2
d. Over-the-counter option contracts:	RCFD 8709	RCFD 8710	RCFD 8711	RCFD 8712
(1) Written options	78,425,000	2,258,000	403,000	1,000	12.d.1
	RCFD 8713	RCFD 8714	RCFD 8715	RCFD 8716
(2) Purchased options	50,863,000	2,275,000	403,000	278,000	12.d.2
	RCFD 3450	RCFD 3826	RCFD 8719	RCFD 8720
e. Swaps	83,250,000	292,000	0	1,877,000	12.e
13. Total gross notional amount of derivative contracts held for trading	RCFD A126 188,371,000	RCFD A127 23,756,000	RCFD 8723 807,000	RCFD 8724 2,587,000	13
14. Total gross notional amount of derivative contracts held for purposes other than trading	RCFD 8725 355,257,000	RCFD 8726 1,000,000	RCFD 8727 0	RCFD 8728 0	14
a. Interest rate swaps where the bank has agreed to pay a fixed rate	RCFD A589 3,432,000				14.a
15. Gross fair values of derivative contracts:
a. Contracts held for trading:	RCFD 8733	RCFD 8734	RCFD 8735	RCFD 8736
(1) Gross positive fair value	3,322,000 RCFD 8737	509,000 RCFD 8738	38,000 RCFD 8739	140,000 RCFD 8740	15.a.1
(2) Gross negative fair value	2,801,000	448,000	38,000	135,000	15.a.2
b. Contracts held for purposes other than trading:	RCFD 8741	RCFD 8742	RCFD 8743	RCFD 8744
(1) Gross positive fair value	1,738,000 RCFD 8745	13,000 RCFD 8746	0 RCFD 8747	0 RCFD 8748	15.b.1
(2) Gross negative fair value	792,000	13,000	0	0	15.b.2

26

Wells Fargo Bank National Association	FFIEC 031 RC-16
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-M—Memoranda

Dollar Amounts in Thousands			RCFD	Bil / Mil / Thou
1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date:
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests			6164	49,000	1.a
		Number
b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent of total capital as defined for this purpose in agency regulations	6165	13			1.b
2. Intangible assets other than goodwill:
a. Mortgage servicing Assets			3164	6,096,000	2.a
(1) Estimated fair value of mortgage servicing assets	A590	6,102,000			2.a.1
b. Purchased credit card relationships and nonmortgage servicing assets			B026	58,000	2.b
c. All other identifiable intangible assets			5507	717,000	2.c
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b)			0426	6,871,000	2.d
3. Other real estate owned:
a. Direct and indirect investments in real estate ventures			5372	4,000	3.a
			RCON
b. All other real estate owned:
(1) Construction, land development, and other land in domestic offices			5508	0	3.b.1
(2) Farmland in domestic offices			5509	6,000	3.b.2
(3) 1-4 family residential properties in domestic offices			5510	98,000	3.b.3
(4) Multifamily (5 or more) residential properties in domestic offices			5511	0	3.b.4
(5) Nonfarm nonresidential properties in domestic offices			5512	72,000	3.b.5
			RCFN
(6) In foreign offices			5513	0	3.b.6
			RCFD
c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, item 7)			2150	180,000	3.c
4. Investments in unconsolidated subsidiaries and associated companies:
a. Direct and indirect investments in real estate ventures			5374	7,000	4.a
b. All other investments in unconsolidated subsidiaries and associated companies			5375	277,000	4.b
c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8)			2130	284,000	4.c
5. Other borrowed money:
a. Federal Home Loan Bank advances:
(1) With a remaining maturity of one year or less (1)			2651	585,000	5.a.1
(2) With a remaining maturity of more than one year through three years			B565	2,100,000	5.a.2
(3) With a remaining maturity of more than three years			B566	2,650,000	5.a.3
b. Other borrowings:
(1) With a remaining maturity of one year or less			B571	5,473,000	5.b.1
(2)    With a remaining maturity of more than one year through three years			B567	3,989,000	5.b.2
(3) With a remaining maturity of more than three years			B568	3,383,000	5.b.3
c. Total (sum of items 5.a.(1) through 5.b.(3)) (must equal Schedule RC, item 16)			3190	18,180,000	5.c
				YES / NO
6. Does the reporting bank sell private label or third party mutual funds and annuities?			B569	YES	6
			RCFD	Bil / Mil / Thou
7. Assets under the reporting bank’s management in proprietary mutual funds and annuities			B570	0	7
8. Primary Internet Web site address of the bank (home page), if any: (example: http://www.examplebank.com)
TEXT    4087    http://www.wellsfargo.com					8
				YES / NO
9. Do any of the bank’s Internet Web sites have transactional capability, i.e., allow the bank’s customers to execute transactions on their accounts through the Web site?			4088	YES	9

(1) Includes overnight Federal Home Loan Bank advances.

27

Wells Fargo Bank National Association	FFIEC 031 RC-17
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets

	(Column A) Past due 30 through 89 days and still accruing		(Column B) Past due 90 days or more and still accruing		(Column C) Nonaccrual
Dollar Amounts in Thousands	RCON	Bil / Mil / Thou	RCON	Bil / Mil / Thou	RCON	Bil / Mil / Thou
1. Loans secured by real estate:
a. Construction, land development, and other land loans in domestic offices	2759	97,000	2769	9,000	3492	68,000	1.a
b. Secured by farmland in domestic offices	3493	20,000	3494	3,000	3495	29,000	1.b
c. Secured by 1-4 family residential properties in domestic offices:
(1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit	5398	130,000	5399	12,000	5400	91,000	1.c.1
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens	C236	1,289,000	C237	1,618,000	C229	202,000	1.c.2.a
(b) Secured by junior liens	C238	50,000	C239	5,000	C230	3,000	1.c.2.b
d. Secured by multifamily (5 or more) residential properties in domestic offices	3499	2,000	3500	0	3501	12,000	1.d
e. Secured by nonfarm nonresidential properties properties in domestic offices	3502	49,000	3503	0	3504	212,000	1.e
	RCFN		RCFN		RCFN
f. In foreign offices	B572	0	B573	0	B574	0	1.f
2. Loans to depository institutions and acceptances of other banks:
	RCFD		RCFD		RCFD
a. To U.S. banks and other U.S. depository Institutions	5377	0	5378	0	5379	0	2.a
b. To foreign banks	5380	0	5381	0	5382	0	2.b
3. Loans to finance agricultural production and other loans to farmers	1594	53,000	1597	38,000	1583	42,000	3
4. Commercial and industrial loans:
a. To U.S. addressees (domicile)	1251	138,000	1252	6,000	1253	345,000	4.a
b. To non-U.S. addressees (domicile)	1254	0	1255	0	1256	0	4.b
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards	B575	99,000	B576	100,000	B577	0	5.a
b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards)	B578	288,000	B579	91,000	B580	6,000	5.b
6. Loans to foreign governments and official institutions	5389	0	5390	0	5391	0	6
7. All other loans	5459	14,000	5460	0	5461	6,000	7
8. Lease financing receivables:
a. Of U.S. addressees (domicile)	1257	24,000	1258	0	1259	42,000	8.a
b. Of non-U.S. addressees (domicile)	1271	0	1272	0	1791	0	8.b
9. Debt securities and other assets (exclude other real estate owned and other repossessed assets)	3505	0	3506	0	3507	16,000	9

28

Wells Fargo Bank National Association	FFIEC 031 RC-18
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-N—Continued

Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8.

	(Column A) Past due 30 through 89 days and still accruing		(Column B) Past due 90 days or more and still accruing		(Column C) Nonaccrual
Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou
10. Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U.S. Government	5612	591,000	5613	1,634,000	5614	3,000	10
a. Guaranteed portion of loans and leases included in item 10 above	5615	590,000	5616	1,634,000	5617	2,000	10.a
	(Column A) Past due 30 through 89 days and still accruing		(Column B) Past due 90 days or more and still accruing		(Column C) Nonaccrual
Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou
Memoranda
1. Restructured loans and leases included in Schedule RC-N, items 1 through 8, above (and not reported in Schedule RC-C, Part I, Memorandum item 1)	1658	0	1659	0	1661	84,000	M.1
2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above	6558	24,000	6559	0	6560	14,000	M.2
3. Loans secured by real estate to non-U.S. addresses (domicile) (included in Schedule RC-N, item 1, above)	1248	0	1249	0	1250	0	M.3
4. Not applicable
5. Loans and leases held for sale (included in Schedule RC-N, items 1 through 8, above)	C240	379,000	C241	69,000	C226	11,000	M.5
	(Column A) Past due 30 through 89 days		(Column B) Past due 90 days or more
	RCFD	Bil / Mil / Thou	RCFD	Bil / Mil / Thou
6. Interest rate, foreign exchange rate, and other commodity and equity contracts: Fair value of amounts carried as assets	3529	0	3530	0			M.6

29

Wells Fargo Bank National Association	FFIEC 031 RC-19
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments

Dollar Amounts in Thousands	RCON	Bil / Mil / Thou
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits	0030	0	1.a
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits	0031	N/A	1.b.1
(2) Actual amount of unposted debits to time and savings deposits (1)	0032	N/A	1.b.2
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits	3510	0	2.a
OR
b. Separate amount of unposted credits:
(1) Actual amount of unposted credits to demand deposits	3512	N/A	2.b.1
(2) Actual amount of unposted credits to time and savings deposits (1)	3514	N/A	2.b.2
3. Uninvested trust funds (cash) held in bank’s own trust department (not included in total deposits in domestic offices)	3520	0	3
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions ( not included in total deposits ) :
a. Demand deposits of consolidated subsidiaries	2211	4,948,000	4.a
b. Time and savings deposits (1) of consolidated subsidiaries	2351	0	4.b
c. Interest accrued and unpaid on deposits of consolidated subsidiaries	5514	0	4.c
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions:
a. Demand deposits in insured branches (included in Schedule RC-E, Part II)	2229	0	5.a
b. Time and saving deposits (1) in insured branches (included in Schedule RC-E, Part II)	2383	0	5.b
c. Interest accrued and unpaid on deposits in insured branches(included in Schedule RC-G, item 1.b)	5515	0	5.c
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I,Item 7 column B)	2314	204,000	6.a
b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Item 7, column A or C, but not column B)	2315	0	6.b
7. Unamortized premiums and discounts on time and savings deposits: (1,2)
a. Unamortized premiums	5516	0	7.a
b. Unamortized discounts	5517	0	7.b
8. To be completed by banks with “ Oakar deposits “.
a. Deposits purchased or acquired from other FDIC-insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions):
(1) Total deposits purchased or acquired from other FDIC-insured institutions during the quarter	A531	81,005,000	8.a.1
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attributable to BIF)	A532	7,844,000	8.a.2
b. Total deposits sold or transferred to other FDIC-insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions)	A533	0	8.b

(1) For FDIC and FICO insurance assessment purposes, “time and savings deposits” consists of nontransaction accounts and all transaction accounts other than demand deposits.

(2) Exclude core deposit intangibles.

30

Wells Fargo Bank National Association	FFIEC 031 RC-20
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-O—Continued

Dollar Amounts in Thousands			RCON	Bil / Mil /Thou
9. Deposits in lifeline accounts			5596		9
10. Benefit-responsive “Depository Institution Investment Contracts” (included in total deposits in domestic offices)			8432	0	10
11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances :
a. Amount by which demand deposits would be reduced if the reporting bank’s reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis			8785	0	11.a
b. Amount by which demand deposits would be increased if the reporting bank’s reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and U.S.territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis			A181	0	11.b
c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank’s net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S.territories and possessions in Schedule RC-E			A182	0	11.c
12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances):
a. Amount of assets netted against demand deposits			A527	0	12.a
b. Amount of assets netted against time and savings deposits			A528	0	12.b
Memoranda (to be completed each quarter except as noted)
Dollar Amounts in Thousands			RCON	Bil / Mil /Thou
1. Total deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal the sum of Schedule RC, item 13.a, and Schedule RC-O, items 5.a and 5.b):
a. Deposit accounts of $100,000 or less (1):
(1) Amount of deposit accounts of $100,0000 or less			2702	109,020,000	M.1.a 1
		Number
(2) Number of deposit accounts of $100,000 or less (to be completed for the June report only)	3779	N/A			M.1.a 2
b. Deposit accounts of more than $100,000 (1):
(1) Amount of deposit accounts of more than $100,000			2710	131,640,000	M.1.b 1
		Number
(2) Number of deposit accounts of more than $100,000	2722	278,787			M.1.b 2
2. Memorandum item 2 is to be completed by all banks.
Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions (see instructions)			5597	103,761,000	M.2
3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank’s or parent savings association’s Call Report or Thrift Financial Report ?
If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association:
			RCON	FDIC Cert No.
Text
A545			A545	N/A	M.3

(1) The dollar amounts used as the basis for reporting in Memoranda items 1.a and 1.b reflect the deposit insurance limits in effect on the report date.

31

Wells Fargo Bank National Association	FFIEC 031 RC-21
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-R—Regulatory Capital

Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou
Tier 1 capital
1. Total equity capital (from Schedule RC, item 28)	3210	32,558,000	1
2. LESS: Net unrealized gains (losses) on available-for-sale securities (1)     (if a gain, report as a positive value; if a loss, report as a negative value)	8434	777,000	2
3. LESS: Net unrealized loss on available-for-sale EQUITY securities (1) (report loss as a positive value)	A221	0	3
4. LESS: Accumulated net gains (losses) on cash flow hedges (1) (if a gain, report as a positive value; if a loss, report as a negative value)	4336	26,000	4
5. LESS: Nonqualifying perpetual preferred stock	B588	0	5
6. Qualifying minority interests in consolidated subsidiaries	B589	70,000	6
7. LESS: Disallowed goodwill and other disallowed intangible assets	B590	8,451,000	7
8. Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7)	C227	23,374,000	8
9.a. LESS: Disallowed servicing assets and purchased credit card relationships	B591	604,000	9.a
b. LESS: Disallowed deferred tax assets	5610	0	9.b
10. Other additions to (deductions from) Tier 1 capital	B592	0	10
11. Tier 1 capital (sum of items 8 and 10, less items 9.a and 9.b)	8274	22,770,000	11
Tier 2 Capital
12. Qualifying subordinated debt and redeemable preferred stock	5306	3,890,000	12
13. Cumulative perpetual preferred stock includible in Tier 2 capital	B593	0	13
14. Allowance for loan and lease losses includible in Tier 2 capital	5310	2,629,000	14
15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital	2221	1,000	15
16. Other Tier 2 capital components	B594	0	16
17. Tier 2 capital (sum of items 12 through 16)	5311	6,520,000	17
18. Allowable Tier 2 capital (lesser of item 11 or 17)	8275	6,520,000	18
19. Tier 3 capital allocated for market risk	1395	0	19
20. LESS: Deductions for total risk-based capital	B595	0	20
21. Total risk-based capital (sum of items 11, 18, and 19, less item 20)	3792	29,290,000	21
Total assets for leverage ratio
22. Average total assets (from Schedule RC-K, item 9)	3368	333,052,000	22
23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above)	B590	8,451,000	23
24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above)	B591	604,000	24
25. LESS: Disallowed deferred tax assets (from item 9.b above)	5610	0	25
26. LESS: Other deductions from assets for leverage capital purposes	B596	0	26
27. Average total assets for leverage capital purposes (item 22 less items 23 through 26)	A224	323,997,000	27
Adjustments for financial subsidiaries
28.a Adjustment to Tier 1 capital reported in item 11	C228	77,000	28.a
b. Adjustment to total risk-based capital reported in item 21	B503	154,000	28.b
29. Adjustment to risk-weighted assets reported in item 62	B504	35,000	29
30. Adjustment to average total assets reported in item 27	B505	200,000	30

Capital Ratios
(Column B is to be completed by all banks. Column A is to be completed by banks with financial subsidiaries)
	RCFD	(Column A) Percentage		RCFD	(Column B) Percentage
31. Tier 1 leverage ratio (2)	7273	7.01	%	7204	7.03	%	31
32. Tier 1 risk-based capital ratio (3)	7274	8.73	%	7206	8.76	%	32
33. Total risk-based capital ratio (4)	7275	11.21	%	7205	11.27	%	33

(1) Report amount included in Schedule RC, item 26.b, “Accumulated other comprehensive income.”

(2) The ratio for column B is item 11 divided by item 27. The ratio for column A is item 11 minus item 28.a divided by (item 27 minus item 30).

(3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29).

(4) The ratio for column B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29).

32

Wells Fargo Bank National Association	FFIEC 031 RC-22
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-R—Continued

Banks are not required to risk-weight each on-balance sheet asset and the credit equivalent amount of each off-balance sheet item that qualifies for a risk weight of less than 100 percent (50 percent for derivatives) at its lower risk rate. When completing items 34 through 54 of Schedule RC-R, each bank should decide for itself how detailed a risk-weight analysis it wishes to perform. In other words, a bank can choose from among its assets and off-balance sheet items that have a risk weight of less than 100 percent which ones to risk-weight at an appropriate lower risk, or it can simply risk-weight some or all of these items at a 100 percent risk wieght (50 percent for derivatives).

Dollar Amounts in Thousands	(Column A) Totals ( from Schedule RC)	(Column B) Items Not Subject to Risk-Weighting	(Column C)	(Column D)	(Column E)	(Column F)
			Allocation by Risk Weight Category
			0%	20%	50%	100%
	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou
Balance Sheet Asset Catagories
34. Cash and balances due from depository institutions (Column A equals the sum of Schedule RC, items 1.a and 1.b)	RCFD 0010 20,141,000		RCFD B600 3,301,000	RCFD B601 16,840,000		RCFD B602 0	34
35. Held-to-maturity securities	RCFD 1754 0	RCFD B603 0	RCFD B604 0	RCFD B605 0	RCFD B606 0	RCFD B607 0	35
36. Available-for-sale securities	RCFD 1773 27,661,000	RCFD B608 1,336,000	RCFD B609 3,993,000	RCFD B610 19,628,000	RCFD B611 397,000	RCFD B612 2,307,000	36
37. Federal funds sold and securities purchased under agreements to resell	RCFD C225 1,606,000		RCFD C063 0	RCFD C064 1,606,000		RCFD B520 0	37
38. Loans and leases held for sale	RCFD 5369 29,359,000	RCFD B617 0	RCFD B618 0	RCFD B619 6,177,000	RCFD B620 23,009,000	RCFD B621 173,000	38
39. Loans and leases, net of unearned income	RCFD B528 233,785,000	RCFD B622 0	RCFD B623 0	RCFD B624 17,168,000	RCFD B625 73,271,000	RCFD B626 143,346,000	39
40. LESS: Allowance for loan and lease losses	RCFD 3123 2,629,000	RCFD 3123 2,629,000					40
41. Trading assets	RCFD 3545 8,314,000	RCFD B627 8,314,000	RCFD B628 0	RCFD B629 0	RCFD B630 0	RCFD B631 0	41
42. All other assets (1)	RCFD B639 29,323,000	RCFD B640 9,076,000	RCFD B641 745,000	RCFD B642 350,000	RCFD B643 198,000	RCFD 5339 18,954,000	42
43. Total assets (sum of items 34 through 42)	RCFD 2170 347,560,000	RCFD B644 16,097,000	RCFD 5320 8,039,000	RCFD 5327 61,769,000	RCFD 5334 96,875,000	RCFD 5340 164,780,000	43

(1) Includes premises and fixed assets, other real estate owned, investments in unconsolidated subsidiaries and associated companies, customers’ liability on acceptances outstanding, intangible assets, and other assets.

33

Wells Fargo Bank National Association	FFIEC 031 RC-23
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-R—Continued

	(Column A) Face Value or Notional Amount	Credit Conversion Factor	(Column B) Credit Equivalent Amount (1)	(Column C)	(Column D)	(Column E)	(Column F)
				Allocation by Risk Weight Category
				0%	20%	50%	100%
Dollar Amounts in Thousands	Bil / Mil / Thou		Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou
Derivatives and Off-Balance Sheet Items
44.Financial standby letters of credit	RCFD B546 3,510,000	See footnote 2 1.000	RCFD B547 3,510,000	RCFD B548 0	RCFD B581 607,000	RCFD B582 0	RCFD B583 2,903,000	44
45.Performance standby letters of of credit	RCFD 3821 4,878,000	.50	RCFD B650 2,439,000	RCFD B651 0	RCFD B652 308,000	RCFD B653 0	RCFD B654 2,131,000	45
46.Commercial and similar letters of credit	RCFD 3411 270,000	.20	RCFD B655 54,000	RCFD B656 0	RCFD B657 0	RCFD B658 0	RCFD B659 54,000	46
47. Risk participations in bankers acceptances acquired by the reporting institution	RCFD 3429 0	1.00	RCFD B660 0	RCFD B661 0	RCFD B662 0		RCFD B663 0	47
48.Securities lent	RCFD 3433 204,000	1.00	RCFD B664 204,000	RCFD B665 0	RCFD B666 204,000	RCFD B667 0	RCFD B668 0	48
49. Retained recourse on small business obligations sold with recourse	RCFD A250 0	1.00	RCFD B669 0	RCFD B670 0	RCFD B671 0	RCFD B672 0	RCFD B673 0	49
50. Recourse and direct credit substitutes (other than financial standby letters of credit) subject to the low-level exposure rule and residual interests subject to a dollar-for-dollar capital requirement	RCFD B541 320,000	* Below M	RCFD B542 2,840,000				RCFD B543 2,840,000	50
51. All other financial assets sold with recourse	RCFD B675 21,000	1.00	RCFD B676 21,000	RCFD B677 0	RCFD B678 0	RCFD B679 0	RCFD B680 21,000	51
52. All other off-balance sheet liabilities	RCFD B681 0	1.00	RCFD B682 0	RCFD B683 0	RCFD B684 0	RCFD B685 0	RCFD B686 0	52
53. Unused commitments with an original maturity exceeding one year	RCFD 3833 43,252,000	.50	RCFD B687 21,626,000	RCFD B688 0	RCFD B689 27,000	RCFD B690 753,000	RCFD B691 20,846,000	53
54.Derivative contracts			RCFD A167 7,026,000	RCFD B693 1,317,000	RCFD B694 3,136,000	RCFD B695 2,573,000		54

(1) Column A multiplied by credit conversion factor.

(2) For financial standby letters of credit to which the low-level exposure rule applies, use a credit conversion factor of 12.5 or an institution-specific factor. For other financial standby letters of credit, use a credit conversion factor of 1.00. See instructions for further information.

(3) Or institution-specific factor.

34

Wells Fargo Bank National Association	FFIEC 031 RC-24
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-R—Continued

	(Column C)	(Column D)	(Column E)	(Column F)
	Allocation by Risk Weight Category
	0%	20%	50%	100%
Dollar Amounts in Thousands	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou
Totals
55.Total assets, derivatives, and off-balance sheet items by risk weight category (for each column, sum of items 43 through 54)	RCFD B696 9,356,000	RCFD B697 66,051,000	RCFD B698 100,201,000	RCFDB699 193,575,000	55
56.Risk weight factor	* 0%	* 20%	* 50%	* 100%	56
57.Risk-weighted assets by risk weight category (for each column, item 55 multiplied by item 56)	RCFD B700 0	RCFD B701 13,210,200	RCFD B702 50,100,500	RCFD B703 193,575,000	57
58.Market risk equivalent assets				RCFD 1651 3,074,000	58
59.Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (sum of item 57, columns C through F, and item 58)				RCFDB704 259,959,700	59
60.LESS: Excess allowance for loan and lease losses				RCFDA222 0	60
61.LESS: Allocated transfer risk reserve				RCFD 3128 0	61
62.Total risk-weighted assets (item 59 minus items 60 and 61)				RCFDA223 259,959,700	62

Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou
Memoranda
1. Current credit exposure across all derivative contracts covered by the risk-based capital standards	8764	5,657,000	M.1

	With a remaining maturity of
	(Column A) One year or less		(Column B) Over one year through five years		(Column C) Over five years
	RCFD	Tril / Bil / Mil / Thou	RCFD	Tril / Bil / Mil / Thou	RCFD	Tril / Bil / Mil / Thou
2. Notional principal amounts of derivative contracts: (1)
a. Interest rate contracts	3809	289,938,000	8766	62,144,000	8767	31,693,000	M.2.a
b. Foreign exchange contracts	3812	14,782,000	8769	3,339,000	8770	302,000	M.2.b
c. Gold contracts	8771	0	8772	0	8773	0	M.2.c
d. Other precious metals contracts	8774	0	8775	0	8776	0	M.2.d
e. Other commodity contracts	8777	2,084,000	8778	71,000	8779	0	M.2.e
f. Equity derivative contracts	A000	188,000	A001	194,000	A002	22,000	M.2.f

(1) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.

35

Wells Fargo Bank National Association	FFIEC 031 RC-25
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-S—Servicing, Securitization, and Asset Sale Activities

	(Column A) 1-4 Family Residential Loans	(Column B) Home Equity Loans	(Column C) Credit Card Receivables	(Column D) Auto Loans	(Column E) Other Consumer Loans	(Column F) Commercial and Industrial Loans	(Column G) All Other Loans and All Leases
Dollar Amounts in Thousands	Bil /Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou
Bank Securitization Activities
1.Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit enhancements	RCFD B705 164,994,000	RCFD B706 0	RCFD B707 0	RCFD B708 140,000	RCFD B709 335,000	RCFD B710 0	RCFD B711 7,738,000	1
2.Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structurs reported in item 1 in the form of:
a. Credit-enhancing interest-only strips (included in Schedules RC-B or RC-F or in Schedule RC, item 5)	RCFD B712 0	RCFD B713 0	RCFD B714 0	RCFD B715 11,000	RCFD B716 8,000	RCFD B717 0	RCFD B718 0	2.a
b. Subordinated securities and other residual interests	RCFD C393 0	RCFD C394 0	RCFD C395 0	RCFD C396 0	RCFD C397 0	RCFD C398 0	RCFD C399 0	2.b
c. Standby letters of credit and other enhancements	RCFD C400 0	RCFD C401 0	RCFD C402 0	RCFD C403 0	RCFD C404 0	RCFD C405 0	RCFD C406 0	2.c
3. Reporting bank’s unused commitments to provide liquidity to structures reported in item 1	RCFD B726 0	RCFD B727 0	RCFD B728 0	RCFD B729 0	RCFD B730 0	RCFD B731 0	RCFD B732 0	3
4. Past due loan amounts included in item 1:
a. 30-89 days past due	RCFD B733 3,974,000	RCFD B734 0	RCFD B735 0	RCFD B736 3,000	RCFD B737 11,000	RCFD B738 0	RCFD B739 0	4.a
b. 90 days or more past due	RCFD B740 1,930,000	RCFD B741 0	RCFD B742 0	RCFD B743 1,000	RCFD B744 12,000	RCFD B745 0	RCFD B746 0	4.b
5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date):
a. Charge-offs	RIAD B747 0	RIAD B748 0	RIAD B749 0	RIAD B750 1,000	RIAD B751 0	RIAD B752 0	RIAD B753 0	5.a
b. Recoveries	RIAD B754 0	RIAD B755 0	RIAD B756 0	RIAD B757 0	RIAD B758 0	RIAD B759 0	RIAD B760 0	5.b

36

Wells Fargo Bank National Association	FFIEC 031 RC-26
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-S—Continued

	(Column A) 1-4 Family Residential Loans	(Column B) Home Equity Loans	(Column C) Credit Card Receivables	(Column D) Auto Loans	(Column E) Other Consumer Loans	(Column F) Commercial and Industrial Loans	(Column G) All Other Loans and All Leases
Dollar Amounts in Thousands	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou
6. Amount of ownership (or seller’s) interest carried as:
a. Securities (included in RC-B or RC, item 5)		RCFD B761 0	RCFD B762 0			RCFD B763 0		6.a
b. Loans (included in Schedule RC-C)		RCFD B500 0	RCFD B501 0			RCFD B502 0		6.b
7. Past due loan amounts included in interests reported in item 6.a:
a. 30-89 days past due		RCFD B764 0	RCFD B765 0			RCFD B766 0		7.a
b. 90 days or more past due		RCFD B767 0	RCFD B768 0			RCFD B769 0		7.b
8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date):
a. Charge-offs		RIAD B770 0	RIAD B771 0			RIAD B772 0		8.a
b. Recoveries		RIAD B773 0	RIAD B774 0			RIAD B775 0		8.b
For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions
9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions’ securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements	RCFD B776 0	RCFD B777 0	RCFD B778 0	RCFD B779 0	RCFD B780 0	RCFD B781 0	RCFD B782 0	9
10. Reporting bank’s unused commitments to provide liquidity to other institutions’ securitization structures	RCFD B783 0	RCFD B784 0	RCFD B785 0	RCFD B786 0	RCFD B787 0	RCFD B788 0	RCFD B789 0	10

37

Wells Fargo Bank National Association	FFIEC 031 RC-27
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-S—Continued

	(Column A) 1-4 Family Residential Loans	(Column B) Home Equity Loans	(Column C) Credit Card Receivables	(Column D) Auto Loans	(Column E) Other Consumer Loans	(Column F) Commercial and Industrial Loans	(Column G) All Other Loans and All Leases
Dollar Amounts in Thousands	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou	Bil / Mil / Thou
Bank Asset Sales
11. Assets sold with recourse or other seller - provided credit enhancements and not securitized by the reporting bank	RCFD B790 8,408,000	RCFD B791 0	RCFD B792 0	RCFD B793 0	RCFD B794 0	RCFD B795 0	RCFD B796 21,000	11
12. Maximum amount of credit exposure arising from recourse or other seller - provided credit enhancements provided to assets reported in item 11	RCFD B797 168,000	RCFD B798 0	RCFD B799 0	RCFD B800 0	RCFD B801 0	RCFD B802 0	RCFD B803 21,000	12

Dollar Amounts in Thousands	RCFD	Bil / Mil / Thou
Memoranda
1. Small Business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994:
a. Outstanding principal balance	A249	0	M.1.a
b. Amount of retained recourse on these obligations as of the report date	A250	0	M.1.b
2. Outstanding principal balance of assets serviced for others:
a. 1-4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements	B804	263,000	M.2.a
b. 1-4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements	B805	566,880,000	M.2.b
c. Other financial assets (1)	A591	63,584,000	M.2.c
3. Asset-backed commercial paper conduits:
a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company	B806	0	M.3.a.1
(2) Conduits sponsored by other unrelated institutions	B807	0	M.3.a.2
b. Unused commitments to provide liquidity to conduit structures:
(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company	B808	0	M.3.b.1
(2) Conduits sponsored by other unrelated institutions	B809	0	M.3.b.2
4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column c (2)	C407	0	M.4

(1) Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million.

(2) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.

38

Wells Fargo Bank National Association	FFIEC 031 RC-28
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-T—Fiduciary and Related Services

Items 12 through 23 and Memorandum item 4 will not be made available to the public on an individual institution basis.

	RCFD	YES / NO
1. Does the bank have fiduciary powers? (If “NO”, do not complete Schedule RC-T.)	A345	YES	1
	RCFD	YES / NO
2. Does the bank exercise the fiduciary powers it has been granted?	A346	YES	2
	RCFD	YES / NO
3. Does the institution have any fiduciary or related activity (in the form of assets or accounts)? (If “NO,” do not complete the rest of Schedule RC-T.)	B867	YES	3

If the answer to item 3 is “YES”, complete the applicable items of Schedule RC-T, as follows:

Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceeding calendar year must complete:

• Items 4 through 19.a quarterly,

• Items 20 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:

• Items 4 through 23 annually with the December report, and

• Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:

• Items 4 through 11 annually with the December report, and

• Memorandum items 1 through 3 annually with the December report.

	(Column A) Managed Assets	(Column B) Non-Managed Assets	(Column C) Number of Managed Accounts	(Column D) Number of Non-Managed Accounts
Dollar Amounts in Thousands	Tril / Bil / Mil / Thou	Tril / Bil / Mil / Thou
FIDUCIARY AND RELATED ASSETS
4. Personal trust and agency accounts	RCFD B868 37,612,000	RCFD B869 3,894,000	RCFD B870 43,162	RCFD B871 2,167	4
5. Retirement related trust and agency accounts:
a. Employee benefit-defined contribution	RCFD B872 3,808,000	RCFD B873 52,151,000	RCFD B874 804	RCFD B875 8,834	5.a
b. Employee benefit-defined benefit	RCFD B876 3,429,000	RCFD B877 28,015,000	RCFD B878 298	RCFD B879 1,086	5.b
c. Other retirement accounts	RCFD B880 2,287,000	RCFD B881 549,000	RCFD B882 4,859	RCFD B883 1.277	5.c
6. Corporate trust and agency accounts	RCFD B884 1,751,000	RCFD B885 117,736,000	RCFD C001 554	RCFD C002 29,998	6
7. Inventment management agency accounts	RCFD B886 26,235,000		RCFD B888 8,120		7
8. Other fiduciary accounts	RCFD B890 12,675,000	RCFD B891 15,142,000	RCFD B892 8,268	RCFD B893 3,111	8

39

Wells Fargo Bank National Association	FFIEC 031 RC-29
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-T—Continued

	(Column A) Managed Assets	(Column B) Non-Managed Assets	(Column C) Number of Managed Accounts	(Column D) Number of Non-Managed Accounts
Dollar Amounts in Thousands	Tril / Bil / Thou	Tril / Bil / Thou
FIDUCIARY AND RELATED
ASSETS—Continued
9. Total fiduciary accounts (sum of items 4 through 8)	RCFD B894 87,797,000	RCFD B895 217,487,000	RCFD B896 66,065	RCFD B897 46,473	9
10. Custody and safekeeping accounts		RCFD B898 309,013,000		RCFD B899 8,636	10
11. Fiduciary accounts held in foreign offices (included in items 9 and 10)	RCFN B900 0	RCFN B901 0	RCFN B902 0	RCFN B903 0	11

Dollar Amounts in Thousands			RIAD	Bil / Mil / Thou
FIDUCIARY AND RELATED SERVICES INCOME
12. Personal trust and agency accounts			B904	64,000	12
13. Retirement related trust and agency accounts:
a. Employee benefit—defined contribution			B905	20,000	13.a
b. Employee benefit—defined benefit			B906	6,000	13.b
c. Other retirement accounts			B907	7,000	13.c
14. Corporate trust and agency accounts			A479	35,000	14
15. Investment management agency accounts			B908	45,000	15
16. Other fiduciary accounts			A480	1,000	16
17. Custody and safekeeping accounts			B909	12,000	17
18. Other fiduciary and related services income			B910	0	18
19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a)			4070	190,000	19
a. Fiduciary and related services income-foreign offices (included in item 19)	B912	0			19.a
20. Less: Expenses			C058	N/A	20
21. Less: Net losses from fiduciary and related services			A488	N/A	21
22. Plus: Intracompany income credits for fiduciary and related services			B911	N/A	22
23. Net fiduciary and related services income			A491	N/A	23

	Managed Assets
Dollar Amounts in Thousands	RCFD	Bil / Mi / Thou
Memoranda
1. Managed assets held in personal trust and agency accounts:
a. Non interest-bearing deposits	B913	N/A	M.1.a
b. Interest-bearing deposits	B914	N/A	M.1.b
c. U.S. Treasury and U.S. Government agency obligations	B915	N/A	M.1.c
d. State, county and municipal obligations	B916	N/A	M.1.d
e. Money market mutual funds	B917	N/A	M.1.e
f. Other short-term obligations	B918	N/A	M.1.f
g. Other notes and bonds	B919	N/A	M.1.g
h. Common and preferred stocks	B920	N/A	M.1.h
i. Real estate mortgages	B921	N/A	M.1.i
j. Real estate	B922	N/A	M.1.j
k. Miscellaneous assets	B923	N/A	M.1.k
l. Total assets of managed personal trust and agency accounts (sum of Memorandum items 1.a through 1.k) (must equal Schedule RC-T, item 4, column A)	B868	N/A	M.1.l

40

Wells Fargo Bank National Association	FFIEC 031 RC-30
Legal Title of Bank
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327
FDIC Certificate Number - 03511

Schedule RC-T—Continued

	(Column A) Number of Issues		(Column B) Principal Amount Outstanding
Dollar Amounts in Thousands	RCFD		RCFD	Bil /Mil / Thou
Memoranda—Continued
2. Corporate trust and agency accounts:
a. Corporate and municipal trusteeships	B927	N/A	B928	N/A	M.2.a
b. Transfer agent, registrar, paying agent, and other corporate agency	B929	N/A			M.2.b

	(Column A) Number of Funds		(Column B) Market Value of Fund Assets
Dollar Amounts in Thousands	RCFD		RCFD	Bil / Mil / Thou
3. Collective investment funds and common trust funds:
a. Domestic equity	B931	N/A	B932	N/A	M.3.a
b. International/Global equity	B933	N/A	B934	N/A	M.3.b
c. Stock/Bond blend	B935	N/A	B936	N/A	M.3.c
d. Taxable bond	B937	N/A	B938	N/A	M.3.d
e. Municipal bond	B939	N/A	B940	N/A	M.3.e
f. Short term investments/Money market	B941	N/A	B942	N/A	M.3.f
g. Specialty/Other	B943	N/A	B944	N/A	M.3.g
h. Total collective investment funds (sum of Memorandum items 3.a through 3.g)	B945	N/A	B946	N/A	M.3.h

	(Column A) Gross Losses Managed Accounts		(Column B) Gross Losses Non-Managed Accounts		(Column C) Recoveries
Dollar Amounts in Thousands	RIAD	Mil / Thou	RIAD	Mil / Thou	RIAD	Mil / Thou
4. Fiduciary settlements, surcharges and other losses:
a. Personal trust and agency accounts	B947	N/A	B948	N/A	B949	N/A	M.4.a
b. Retirement related trust and agency accounts	B950	N/A	B951	N/A	B952	N/A	M.4.b
c. Investment management agency accounts	B953	N/A	B954	N/A	B955	N/A	M.4.c
d. Other fiduciary accounts and related services	B956	N/A	B957	N/A	B958	N/A	M.4.d
e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 21)	B959	N/A	B960	N/A	B961	N/A	M.4.e

Person to whom questions about Schedule RC-T—Fiduciary and Related Services should be directed:

Karen B. Martin, Vice President

Name and Title (TEXT B962)

karen.b.martin@wellsfargo.com

E-mail Address (TEXT B926)

612-667-3975 Telephone: Area code/phone number/extension (TEXT B963) 612-667-3659 FAX: Area code/phone number (TEXT B964)

41

Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income	FFIEC 031 RC-31
Transmitted to InterCept on 04/30/2004. Confirmation Number - 0020327

The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the “No comment’ box below and should make no entries of any kind in the space provided for the narrative statement; I.e., DO NOT enter in this space such phrases as “No statement,” “Not applicable,” “N/A,” “No comment,” and “None.”

The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank’s statement both on agency computerized records and in computer-file releases to the public.

All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement’s accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its accuracy.

If, subsequent to the original submission, material changes are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data.

The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the trucnation of the statements exceeding the 750-character limit described above.) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.

X = NO COMMENT     Y = COMMENT	6979	X
BANK MANAGEMENT STATEMENT (please type or print clearly):
TEXT ( 70 characters per line )
6980

42

THIS PAGE IS TO BE COMPLETED BY ALL BANKS

Transmitted to InterCept on 04/30/2004. Confirmation Number – 0020327

NAME AND ADDRESS OF BANK Wells Fargo Bank National Association 101 North Phillips Avenue Sioux Falls, SD 57117	OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4/30/2006 SPECIAL REPORT (Dollar Amounts in Thousands)
	CLOSE OF BUSINESS DATE	FDIC Certificate Number
	3/31/2004	3511
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)

The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require all banks to furnish report of all loans or other extensions of credit to their executive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert “none” against subitem (a). (Excluded the first $15,000 of indebtedness of each executive officer under bank credit card plan.)

See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of “executive officer” and “extension of credit,” respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers.

				RCFD
a. Number of loans made to executive officers since the previous Call Report date				3561	0		a
b. Total dollar amount of above loans (in thousands of dollars)				3562	0		b
	From			To
c. Range of interest charged on above loans
(example: 9 3/4%=9.75)	7701	0.00	%	7702	0.00	%	c

SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT	DATE (Month, Day, Year)
Karen B. Martin, Vice President	4/19/2004

43