BANK OF AMERICA NATIONAL ASSOCIATION, S-3/A, 1999-02-19

BANK OF AMERICA NATIONAL ASSOCIATION
S-3/A, 1999-02-19
ASSET-BACKED SECURITIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999
REGISTRATION NOS. 333-66193 AND
333-66193-01

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------

Amendment No. 1 to

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------
BANK OF AMERICA NATIONAL ASSOCIATION
(ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME AS SPECIFIED IN REGISTRANT'S CHARTER)
BA MASTER CREDIT CARD TRUST
(ISSUER OF THE CERTIFICATES)

<TABLE>
<S> <C> <C>
UNITED STATES 6025 86-0645265
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

1825 EAST BUCKEYE ROAD
PHOENIX, ARIZONA 85034
(602) 597-3738
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT W. LONG, JR.
BANKAMERICA CORPORATION
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-2389
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:

<TABLE>
<S> <C> <C>
MARK R. LEVIE, ESQ. ANDREA B. GOLDENBERG, ESQ. JASON H.P. KRAVITT, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE, LLP BANK OF AMERICA MAYER, BROWN & PLATT
OLD FEDERAL RESERVE BANK BUILDING 100 NORTH TRYON STREET 190 SOUTH LASALLE STREET
400 SANSOME STREET DEPARTMENT NC1-007-20-01 SUITE 3900
SAN FRANCISCO, CALIFORNIA 94111-3143 CHARLOTTE, NORTH CAROLINA 28255 CHICAGO, ILLINOIS 60603
(415) 392-1122 (704) 388-7449 (312) 782-0600
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective as
determined by market conditions.

If the only securities registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

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

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate registration
certificate* offering fee**
price*
- - - - --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Backed Certificates $5,000,000,000 100% $5,000,000,000 $1,390,017
================================================================================================================================
</TABLE>

* Estimated solely for the purpose of calculating the registration fee.

** A portion of the registration fee has previously been paid ($295).

_______________

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.

IN ACCORDANCE WITH RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS INCLUDED HEREIN IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO $470,000,000 OF UNISSUED ASSET BACKED
CERTIFICATES REGISTERED UNDER REGISTRATION STATEMENT NO. 333-19255. A FILING
FEE OF $142,424.24 WAS PAID WITH REGISTRATION STATEMENT NO. 333-19255 IN
CONNECTION WITH SUCH UNISSUED ASSET BACKED CERTIFICATES.

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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
IS NOT COMPLETE AND MAY BE AMENDED. WE MAY NOT SELL THESE SECURITIES UNTIL WE
DELIVER A FINAL PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL
NOR ARE THEY SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED FEBRUARY 19, 1999

Prospectus Supplement to Prospectus Dated_______ __, 199__

BA MASTER CREDIT CARD TRUST

Issuer

BANK OF AMERICA NATIONAL ASSOCIATION

Transferor and Servicer

SERIES 199__-___

$____________ FLOATING-RATE ASSET BACKED CERTIFICATES

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 10 IN THE PROSPECTUS.

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

The certificates will represent interests in the trust only and will not
represent interests in or obligations of Bank of America or any of its
affiliates.

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

THE TRUST WILL ISSUE--

<TABLE>
<CAPTION>
Class A Certificates Class B Certificates
-------------------- --------------------
<S> <C> <C>
Principal amount $_____________ $______________
Certificate rate One-Month LIBOR One-Month LIBOR
plus ___% annually plus ___% annually
Interest paid Monthly Monthly
First interest payment date ______ 15, 199__ _______ 15, 199__
Scheduled payment date _______ ___, ___ _______ ___, ___
Legal final maturity _______ ___, ___ _______ ___, ___
</TABLE>

CREDIT ENHANCEMENT--

- The Class B certificates are subordinated to the Class A certificates.
Subordination of the Class B certificates provides credit enhancement
for the Class A certificates.

- The trust is also issuing a collateral interest in the amount of
$___________ that is subordinated to the Class A certificates and the
Class B certificates. Subordination of the collateral interest provides
credit enhancement for both the Class A certificates and the Class B
certificates.

This prospectus supplement and the accompanying prospectus relate to the
offering of the certificates only.

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

Underwriter[s] of the Class A Certificates

Underwriter[s] of the Class B Certificates

________ __, 199__

<PAGE> 3
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

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

IF THE TERMS OF YOUR SERIES OF CERTIFICATES VARY BETWEEN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION
IN THIS PROSPECTUS SUPPLEMENT.

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

You can find a listing of the pages where capitalized terms used in this
prospectus supplement and the accompanying prospectus are defined under the
caption "Index of Terms for Prospectus Supplement" beginning on page S-50 in
this document and under the caption "Index of Terms for Prospectus" beginning
on page 60 in the accompanying prospectus.

This prospectus supplement and the accompanying prospectus contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended. Such forward-looking statements, together with
related qualifying language and assumptions are found in the material set forth
under "Year 2000 Project." Forward-looking statements are also found elsewhere
in this prospectus supplement and the prospectus, and may be identified by,
among other things, accompanying language including the words "expects,"
"intends," "anticipates," "estimates" or analogous expressions, or by
qualifying language or assumptions. Such statements involve known and unknown
risks, uncertainties and other important factors that could cause the actual
results or performance to differ materially from such forward-looking
statements. Such risks, uncertainties and other factors include, among others,
general economic and business conditions, competition, changes in political,
social and economic conditions, regulatory initiatives and compliance with
government regulations, customer preference and various other matters, many of
which are beyond the Transferor's control. These forward-looking statements
speak only as of the date of this prospectus supplement. The Transferor
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to such forward-looking statements to reflect any change in the
Transferor's expectations with regard thereto or any change in events,
conditions or circumstances on which any forward-looking statement is based.

________________

S-2
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
SUMMARY OF TERMS.......................................S-4
Offered Securities.................................S-4

Interest Payments...............................S-4
Principal Payments..............................S-5

The Collateral Interest............................S-5
Credit Enhancement.................................S-5
Other Interests In The Trust.......................S-5

Other Series of Certificates....................S-5
The Transferor Certificate......................S-6

Information About The Receivables..................S-6
Collections By The Servicer........................S-6

Allocations And Payments To You And Your
Series...........................................S-6
Allocations of Collections of Finance
Charge Receivables............................S-7

Shared Excess Finance Charge
Collections...................................S-9

Allocations of Collections of
Principal Receivables........................ S-9
Revolving Period.............................S-10
Controlled Accumulation Period...............S-10
Rapid Amortization Period....................S-11
Pay Out Events...............................S-11
Shared Excess Principal
Collections................................S-12

Denominations.....................................S-12
Registration, Clearance And Settlement............S-12
Tax Status........................................S-12
Erisa Considerations..............................S-13
Certificate Ratings...............................S-13

INTRODUCTION..........................................S-14

BANK OF AMERICA'S CREDIT CARD ACTIVITIES..............S-14
General...........................................S-14
Billing, Payments and Fees........................S-14
Delinquency and Loss Experience...................S-15
Interchange.......................................S-16

THE RECEIVABLES.......................................S-17

MATURITY ASSUMPTIONS..................................S-21
RECEIVABLE YIELD CONSIDERATIONS.......................S-23

BANKAMERICA CORPORATION, BANK OF AMERICA
AND BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION.................................S-24
Year 2000 Issues..................................S-24

DESCRIPTION OF THE CERTIFICATES.......................S-26
General...........................................S-26
Interest Payments.................................S-27
Principal Payments................................S-28
Postponement of Controlled Accumulation Period....S-29
Subordination.....................................S-29
Allocation Percentages............................S-30
Reallocation of Cash Flows........................S-32
Application of Collections........................S-34
Shared Excess Finance Charge Collections..........S-38
Shared Excess Principal Collections...............S-39
Required Collateral Interest......................S-40
Defaulted Receivables; Investor Charge-Offs.......S-40
Principal Funding Account.........................S-41
Reserve Account...................................S-42
Pay Out Events....................................S-43
Servicing Compensation and Payment of Expenses....S-44
Paired Series.....................................S-45
Reports to Certificateholders.....................S-45
Amendments........................................S-45

ERISA CONSIDERATIONS..................................S-46
Class A Certificates..............................S-46
Class B Certificates..............................S-47
Consultation With Counsel.........................S-47

UNDERWRITING..........................................S-47

LEGAL MATTERS.........................................S-49

INDEX OF TERMS FOR PROSPECTUS
SUPPLEMENT........................................S-50

OTHER SERIES ISSUED....................................A-1
</TABLE>

S-3
<PAGE> 5

SUMMARY OF TERMS

- THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES
NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING
YOUR INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF THE OFFERING
OF THE CERTIFICATES, READ CAREFULLY THIS ENTIRE DOCUMENT AND THE
ACCOMPANYING PROSPECTUS.

- THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOWS AND
OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED BY THE FULL
DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

OFFERED SECURITIES

The BA Master Credit Card Trust is offering the certificates as part of this
Series 199_-__. The certificates represent an interest in the assets of the
trust.

The Class B certificates are subordinated to the Class A certificates.

INTEREST PAYMENTS

The Class A certificates will accrue interest for each interest period at an
annual rate equal to LIBOR plus ___%.

The Class B certificates will accrue interest for each interest period at an
annual rate equal to LIBOR plus ___%.

Interest accrued during each interest period will be due on each
distribution date. Any interest due but not paid on a distribution date will
be payable on the next distribution date together with additional interest
at the applicable certificate rate plus 2% per annum.

- - - - - A distribution date is the 15th day of each month, or if that day is not
a business day, the next business day. The first distribution date is
__________ ___, 199_.

- - - - - Each interest period begins on and includes a distribution date and ends
on and excludes the next distribution date. However, the first interest
period will begin on and include _______ ___, 199_ and end on and exclude
______ ___, 199_, the first distribution date.

- - - - - LIBOR is the rate for deposits in U.S. dollars for a one-month period
which appears on the Dow Jones Telerate Page 3750 (or similar replacement
page) as of 11:00 a.m., London time, on the related LIBOR determination
date. In addition, see "Description of the Certificates--Interest
Payments" in this prospectus supplement for a discussion of the
determination of LIBOR if that rate does not appear on Dow Jones Telerate
Page 3750 (or similar replacement page).

- - - - - LIBOR determination dates are:

- _____ ___, 199_, for the period beginning on and including _________
__, 199__ and ending on and excluding _____ ___, 199_;

- _____ __, 199_ for the period beginning on and including _____ __, 199_
and ending on and excluding _____ __, 199_; and

- the second London business day prior to the first day of each interest
period, for each interest period following the first interest period.

The following time line shows the relevant dates for the first two interest
periods:

FIRST TWO INTEREST PERIODS

[GRAPHIC]

S-4
<PAGE> 6
Other interest periods will follow sequentially after the second interest
period in the same manner as is shown in the time line.

See "Description of the Certificates--Interest Payments" in this prospectus
supplement for a discussion of the determination of amounts available to pay
interest and for the definition of business day and London business day.

You may obtain the certificate rates for the current and immediately
preceding interest periods by telephoning U.S. Bank National Association,
the trustee, at its Corporate Trust Office at (800) 934-6802.

PRINCIPAL PAYMENTS

If you hold a Class A certificate, you are expected to receive payment of
principal in full on the Class A scheduled payment date which is ______ __,
____, or, if that date is not a business day, the next business day. If you
hold a Class B certificate, you are expected to receive payment of principal
in full on the Class B scheduled payment date which is __________ ____,
____, or, if that date is not a business day, the next business day.
However, certain circumstances could cause principal to be paid earlier or
later, or in reduced amounts. No principal will be paid to the Class B
certificateholders until the Class A certificateholders are paid in full.
See "Maturity Assumptions" in this prospectus supplement and in the
prospectus and "Description of the Certificates--Allocation Percentages" in
this prospectus supplement.

The final payment of principal and interest on the certificates will be made
no later than ______ ___, ____, or, if that date is not a business day, the
next business day, called the legal final maturity or the Series 199_-___
termination date.

See "Description of the Certificates--Principal Payments" in this prospectus
supplement for a discussion of the determination of amounts available to pay
principal.

THE COLLATERAL INTEREST

The trust is also issuing an interest in the assets of the trust that is
subordinated to the certificates called the collateral interest. The
initial size of the collateral interest is $_______, representing [___]% of
the initial aggregate principal amount of the certificates and the
collateral interest. As a subordinated interest, the collateral interest is
a form of credit enhancement for the certificates. The collateral interest
holder will have voting and certain other rights as if the collateral
interest were a subordinated class of certificates.

THE COLLATERAL INTEREST IS NOT BEING OFFERED THROUGH THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

CREDIT ENHANCEMENT

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

Subordination of the Class B certificates provides credit enhancement for
the Class A certificates. Subordination of the collateral interest provides
credit enhancement for both the Class A certificates and the Class B
certificates. The collateral interest and the Class B investor interest must
be reduced to zero before the Class A investor interest will suffer any loss
of principal. The collateral interest must be reduced to zero before the
Class B investor interest will suffer any loss of principal. For a
description of the events which may lead to a reduction of the Class A
investor interest, the Class B investor interest and the collateral
interest, see "Description of the Certificates--Reallocation of Cash Flows,"
"--Application of Collections" and "--Defaulted Receivables; Investor
Charge-Offs" in this prospectus supplement.

OTHER INTERESTS IN THE TRUST

OTHER SERIES OF CERTIFICATES

The trust has issued other series of certificates and expects to issue
additional series of certificates. When issued by the trust, the
certificates of each of those series also represent an interest in the
assets of the trust. You can review a summary of each series previously
issued and currently outstanding under the caption "Annex I: Other Series
Issued" included at the end of this prospectus supplement. The trust may
issue additional series with terms that may be different from any other
series without prior review or consent by any certificateholders.

S-5
<PAGE> 7
THE TRANSFEROR CERTIFICATE

Bank of America initially will own the transferor certificate, which
represents the remaining interest in the assets of the trust not represented
by the certificates, the collateral interest and the other interests issued
by the trust. The transferor interest does not provide credit enhancement
for your series or any other series.

INFORMATION ABOUT THE RECEIVABLES

The trust assets include receivables in certain MasterCard(R) and VISA(R)*
revolving credit card accounts selected from a sub-set of Bank of America's
credit card account portfolio.

The receivables consist of both principal receivables and finance charge
receivables.

Principal receivables are, generally, amounts charged by cardholders for (a)
goods and services and (b) cash advances.

Finance charge receivables are, generally (a) the related finance charges
and credit card fees and (b) for your series, certain amounts of fees,
called interchange, collected through MasterCard and VISA and annual
membership fees collected from cardholders.

See "Bank of America's Credit Card Activities--Interchange" in this
prospectus supplement and in the accompanying prospectus.

COLLECTIONS BY THE SERVICER

The servicer will collect payments on the receivables and will periodically
deposit those collections in an account. The servicer will keep track of
those collections that are finance charge receivables and those that are
principal receivables.

ALLOCATIONS AND PAYMENTS TO YOU AND YOUR SERIES

Each month, the servicer will allocate collections and the amount of
receivables that are not collected and are charged-off as uncollectible,
called the default amount, among:

- - - - - your series, based on the size of the investor interest in relation to
the overall size of the receivables in the trust (initially
$____________);

- - - - - other outstanding series, based on the size of their respective interests
in the trust in relation to the overall size of the receivables in the
trust; and

- - - - - the holder of the transferor certificate, based on the size of the
transferor interest in relation to the overall size of the receivables in
the trust.

The trust assets allocated to your series will be further allocated to the
following, based on varying percentages:

- - - - - holders of the Class A certificates, based on the Class A investor
interest (initially $___________);

- - - - - holders of the Class B certificates, based on the Class B investor
interest (initially $_________); and

- - - - - the holder of the collateral interest, based on the collateral interest
(initially $__________).

See the following chart and "Description of the Certificates--Allocation
Percentages" in this prospectus supplement.

The following chart illustrates the trust's general allocation structure
only and does not reflect the relative percentages of collections or other
amounts allocated to the transferor interest, to any series, including your
series, or to holders of the Class A certificates, the Class B certificates
or the collateral interest.

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

S-6
<PAGE> 8
ALLOCATION OF TRUST ASSETS

[GRAPHIC]

You are entitled to receive payments of interest and principal based upon
allocations to your series. The investor interest, which is the basis for
allocations to your series, is the sum of (a) the Class A investor interest,
(b) the Class B investor interest and (c) the collateral interest. The Class
A investor interest, the Class B investor interest and the collateral
interest will initially equal the outstanding principal amount of the Class
A certificates, the Class B certificates and the collateral interest. The
investor interest will decline as a result of principal payments and may
decline due to the charging-off of receivables or other reasons. If your
investor interest declines, amounts allocated and available for payment to
your series and to you will be reduced. For a description of the events
which may lead to these reductions, see "Description of the
Certificates--Reallocation of Cash Flows" in this prospectus supplement.

ALLOCATIONS OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES

The following chart demonstrates the manner in which collections of finance
charge receivables are allocated and applied to your series. THE CHART IS A
SIMPLIFIED DEMONSTRATION OF CERTAIN ALLOCATION AND PAYMENT PROVISIONS AND IS
QUALIFIED BY THE FULL DESCRIPTIONS OF THESE PROVISIONS IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

Step 1: Collections of finance charge receivables for your series are
allocated, based on varying percentages, among the Class A investor
interest, the Class B investor interest and the collateral interest.

Step 2: Collections of finance charge receivables allocated to the Class A
investor interest are applied to cover, in the following priority: the
interest payment due to Class A, Class A's portion of the servicing fee
due to the servicer and Class A's portion of the default amount.

Collections of finance charge receivables allocated to the Class B
investor interest are applied to cover, in the following priority: the
interest payment due to Class B and Class B's portion of the servicing
fee due to the servicer.

Collections of finance charge receivables allocated to the collateral
interest are applied, under certain circumstances, to cover the
collateral interest's portion of the servicing fee due to the servicer.

Step 3: Collections of finance charge receivables allocated to your series
and not used in Step 2 are combined with shared excess finance charge
collections from other series in shared excess finance charge collections
group one, to the extent necessary and available, and treated as excess
spread and applied, in the following priority, to cover:

- - - - - the interest payment due to Class A, Class A's portion of the servicing
fee due to the servicer and Class A's portion of the default amount, each
to the extent not covered in Step 2;

- - - - - reimbursement of certain reductions of the Class A investor interest;

- - - - - the interest payment due to Class B and Class B's portion of the
servicing fee due to the servicer, each to the extent not covered in Step
2;

- - - - - Class B's portion of the default amount;

- - - - - reimbursement of certain reductions of the Class B investor interest.

Remaining excess spread is then applied, in the following priority, to
cover, among other things:

- - - - - the interest payment due to the collateral interest;

- - - - - the collateral interest's portion of the servicing fee due to the
servicer, to the extent not covered in Step 2;

- - - - - the collateral interest's portion of the default amount;

S-7
<PAGE> 9
- - - - - reimbursement of reductions of the collateral interest if it is below its
minimum required amount;

- - - - - funding, if necessary, of a reserve account maintained to cover certain
interest payment shortfalls, if any; and

- - - - - other amounts owing to the collateral interest.

Step 4: Collections of finance charge receivables allocated to your series
and not used in Steps 2 and 3 above may be paid first, to other series
in shared excess finance charge collections group one, to the extent
necessary, and then, to series in other shared excess finance charge
collections groups, to the extent necessary, or to the transferor.

See "Description of the Certificates--Application of Collections" in this
prospectus supplement.

ALLOCATIONS OF COLLECTIONS OF FINANCE
CHARGE RECEIVABLES

[GRAPHIC]

S-8
<PAGE> 10
SHARED EXCESS FINANCE
CHARGE COLLECTIONS

This series is included in a group of series designated as shared excess
finance charge collections group one. Each series identified under the caption
"Annex I: Other Series Issued" included at the end of this prospectus
supplement is, and other series in the future may be, included in shared excess
finance charge collections group one. To the extent that collections of
finance charge receivables allocated to your series are not needed to make
payments or deposits for your series, these collections, called shared excess
finance charge collections, will be applied first, to cover finance charge
related payments for other series within shared excess finance charge
collections group one and then, to series in other shared excess finance charge
collections groups, to the extent needed. Any reallocation for this purpose
will not reduce your series's investor interest. In addition, you may receive
the benefits of collections of excess finance charge collections and certain
other amounts allocated to other series in shared excess finance charge
collections group one and series in other shared excess finance charge
collections groups, to the extent those collections are not needed for those
other series and those other groups. See "Description of the
Certificates--Shared Excess Finance Charge Collections" in this prospectus
supplement and in the accompanying prospectus.

ALLOCATIONS OF COLLECTIONS OF PRINCIPAL RECEIVABLES

The following chart demonstrates the manner in which collections of principal
receivables are allocated and applied to your series. THE CHART IS A
SIMPLIFIED DEMONSTRATION OF CERTAIN ALLOCATION AND PAYMENT PROVISIONS AND IS
QUALIFIED BY THE FULL DESCRIPTIONS OF THESE PROVISIONS IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.

Step 1: Collections of principal receivables for your series are allocated,
based on varying percentages, among the Class A investor interest, the Class
B investor interest and the collateral interest.

Step 2: Collections of principal receivables allocated to the collateral
interest and the Class B investor interest may be reallocated and treated as
finance charge receivables and made available to pay amounts due to the
Class A investor interest that have not been paid by either the Class A's
share of collections of finance charge receivables or excess spread. If
required Class A amounts are satisfied, the collateral interest also
provides the same type of protection to the Class B investor interest.
Certain collections which are reallocated for Class A or Class B will not be
made part of available investor principal collections.

Step 3: Collections of principal receivables allocated to your series and not
used in Step 2 above are combined with shared excess principal collections
from other series in the shared excess principal collections group, to the
extent necessary and available, and treated as available investor principal
collections.

Available investor principal collections may be paid, or accumulated and
then paid, to you as payments of principal as discussed below. The amount,
priority and timing of your principal payments, if any, depend on whether
your series is in the revolving period, the controlled accumulation period
or the rapid amortization period, as described below.

The Class A certificates will be paid in full before the Class B
Certificates receive any payments of principal.

As available investor principal collections are accumulated for the Class A
certificates and the Class B certificates, the minimum required credit
enhancement (i.e., the collateral interest) will decrease and available
investor principal collections will be paid to the holder of the collateral
interest to the extent of this decrease.

See "Maturity Assumptions" and "Description of the
Certificates--Application of Collections" in this prospectus supplement.

Step 4: Collections of principal receivables allocated to your series and not
used in Steps 2 and 3 above may be paid to other series, to the extent
necessary, or to the transferor.

S-9
<PAGE> 11
ALLOCATIONS OF COLLECTIONS OF PRINCIPAL RECEIVABLES

[GRAPHIC]

As discussed above in Step 3, available investor principal collections will be
applied as follows:

REVOLVING PERIOD: The certificates will have a period of time, called the
revolving period, when the trust will not pay, or accumulate, principal for
certificateholders. In general, during the revolving period the trust will pay
available principal to other series or the holder of the transferor
certificate. See "Description of the Certificates--Principal Payments" and
"--Application of Collections" in this prospectus supplement.

The revolving period starts on the closing date and ends on the earlier to
begin of:

- - - - - the controlled accumulation period; or

- - - - - the rapid amortization period.

CONTROLLED ACCUMULATION PERIOD: During the period called the controlled
accumulation period, each month the servicer will deposit (a) a specified
amount in the principal funding account in order to pay the Class A
certificates in full on the Class A scheduled payment date and (b) a specified
amount in the distribution account in order to pay the Class B certificates on
the Class B scheduled payment date.

Each month, the trust will pay principal not required to be deposited in the
principal funding account to other series or the holder of the transferor
certificate. Each month, if the amount actually deposited in the principal
funding account or the distribution account is less than the required deposit,
the amount of this deficiency

S-10
<PAGE> 12
will be carried forward as a shortfall and included in the next month's
required deposit.

See "Description of the Certificates--Principal Payments" and "--Application of
Collections" in this prospectus supplement. For information about the
application of money on deposit in the principal funding account, and the
distribution account including any net investment earnings, see "Description of
the Certificates--Principal Funding Account" in this prospectus supplement.

On the Class A scheduled payment date, the trust will use the money on deposit
in the principal funding account to pay the Class A investor interest. On the
Class B scheduled payment date, the trust will use the money on deposit in the
distribution account to pay the Class B investor interest if the Class A
investor interest is paid in full.

You should be aware that there may not be sufficient amounts available to pay
principal in full for the Class A investor interest and the Class B investor
interest on the Class A scheduled payment date and the Class B scheduled
payment date, respectively. In addition, if the money on deposit in the
principal funding account is insufficient to pay the Class A investor interest
on the Class A scheduled payment date or if the money on deposit in the
distribution account is insufficient to pay the Class B investor interest on
the Class B scheduled payment date, or if a pay out event occurs, the rapid
amortization period will begin and the timing of your principal payments could
change. See "Maturity Assumptions" in this prospectus supplement and in the
accompanying prospectus.

The controlled accumulation period is scheduled to begin on __________ ___,
____ but in some cases may be delayed to no later than ________ ___, _____. See
"Description of the Certificates--Postponement of Controlled Accumulation
Period" in this prospectus supplement.

The controlled accumulation period will end when any one of the following
occurs:

- - - - - the investor interest is paid in full;

- - - - - a rapid amortization period begins; or

- - - - - the Series 199_-___ termination date.

RAPID AMORTIZATION PERIOD: If a period called the rapid amortization period
begins, the trust will use any available principal collections allocated to
your series to pay (a) the Class A investor interest, (b) if the Class A
investor interest is paid in full, the Class B investor interest and (c) if the
Class B investor interest is paid in full, the collateral interest. These
payments will begin on the distribution date in the month immediately following
the commencement of the rapid amortization period.

The rapid amortization period will begin if a pay out event occurs and will end
when any one of the following occurs:

- - - - - the investor interest is paid in full;

- - - - - the Series 199_-__ termination date; or

- - - - - the trust termination date.

PAY OUT EVENTS: Certain adverse events called pay out events might lead to
the start of a rapid amortization period and the end of either the revolving
period or the controlled accumulation period.

A pay out event for your series will include the following events:

- - - - - the transferor does not make any required payment or deposit;

- - - - - the transferor materially violates any other obligation or agreement
relating to the certificates causing you to be adversely affected, if (a)
the transferor does not remedy the violation within 60 days after it has
received written notice and (b) you continue to be materially and adversely
affected for the 60-day period;

- - - - - the transferor provides certain representations, warranties or other
information which were materially incorrect at the time they were provided
causing you to be adversely affected, if (a) they continue to be materially
incorrect 60 days after the transferor has received written notice and (b)
you continue to be materially and adversely affected for the 60-day period;

- - - - - the average yield on the receivables is below a minimum level called the
base rate for three consecutive monthly periods;

S-11
<PAGE> 13
- - - - - the transferor fails to transfer additional assets to the trust when
required;

- - - - - certain defaults by the servicer occur that have a material adverse effect
on you;

- - - - - you are not paid in full on the scheduled payment date;

- - - - - certain events of insolvency or receivership relating to the transferor
occur;

- - - - - the transferor is unable to transfer receivables to the trust as required
under the agreement; or

- - - - - the trust becomes an "investment company" under the Investment Company Act
of 1940.

For a more detailed discussion of these pay out events, see "Description of the
Certificates--Pay Out Events" in this prospectus supplement. In addition, see
"Description of the Certificates--Pay Out Events" in the accompanying
prospectus for a discussion of the consequences of an insolvency or
receivership of the transferor.

SHARED EXCESS PRINCIPAL COLLECTIONS

This series is included in a group of series designated as the shared excess
principal collections group. Each series identified under the caption "Annex
I: Other Series Issued" included at the end of this prospectus supplement is,
and other series in the future may be, included in the shared excess principal
collections group. To the extent that collections of principal receivables
allocated to your series are not needed to make payments or deposits to the
principal funding account for your series, these collections, called shared
excess principal collections, will be applied to cover principal payments for
other series within the shared excess principal collections group. Any
reallocation for this purpose will not reduce your series's investor interest.
In addition, you may receive the benefits of collections of principal
receivables and certain other amounts allocated to other series in the shared
excess principal collections group, to the extent those collections are not
needed for those other series. See "Description of the Certificates--Shared
Excess Principal Collections" in this prospectus supplement and in the
accompanying prospectus.

DENOMINATIONS

Beneficial interests in the certificates will be offered in minimum
denominations of $1,000 and integral multiples of that amount.

REGISTRATION, CLEARANCE AND SETTLEMENT

Your certificates will be registered in the name of Cede & Co., as the nominee
of the Depository Trust Company ("DTC"). You will not receive a definitive
certificate representing your interest, except in limited circumstances
described in the accompanying prospectus when certificates in fully registered,
certificated form are issued. See "Description of the Certificates--Definitive
Certificates" in the accompanying prospectus.

You may elect to hold your certificates through DTC, in the United States, or
Cedelbank, societe anonyme ("Cedelbank") or the Euroclear System ("Euroclear"),
in Europe. Transfers within DTC, Cedelbank or Euroclear, as 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
Cedelbank or Euroclear will be made in DTC through the relevant depositaries of
Cedelbank or Euroclear. See "Description of the Certificates--Book-Entry
Registration" in the accompanying prospectus.

We expect that the certificates will be delivered in book-entry form through
the facilities of DTC, Cedelbank and Euroclear on or about _____ __, 199_.

TAX STATUS

Special counsel to the transferor is of the opinion that, under existing law,
your certificates will be characterized as debt for federal income tax
purposes. Under the agreement, you and the transferor will agree to treat your
certificates as debt for federal, state and local income tax purposes and
franchise tax purposes. See "Federal Income Tax Consequences" in the
accompanying prospectus for additional information concerning the application
of federal income tax laws.

S-12
<PAGE> 14
ERISA CONSIDERATIONS

Subject to important considerations described under "ERISA Considerations" in
this prospectus supplement and in the accompanying prospectus, the Class A
certificates are eligible for purchase by persons investing assets of employee
benefit plans or individual retirement accounts.

For the reasons discussed under "ERISA Considerations" in this prospectus
supplement and the accompanying prospectus, the Class B certificates are not
eligible for purchase by persons investing assets of employee benefit plans or
individual retirement accounts.

CERTIFICATE RATINGS

The Class A certificates are required to be rated at issuance in the highest
rating category, excluding subcategory designations, by at least one nationally
recognized rating organization.

The Class B certificates are required to be rated at issuance in one of the
three highest rating categories, excluding subcategory designations, by at
least one nationally recognized rating organization.

See "Certificate Ratings" in the accompanying prospectus for a discussion of
the primary factors upon which the ratings are based.

S-13
<PAGE> 15
INTRODUCTION

The following provisions of this Prospectus Supplement contain more detailed
information concerning the asset backed certificates offered hereby. The
certificates will be issued by BA Master Credit Card Trust (the "Trust")
pursuant to the terms of the Agreement. The Trust will issue $___________
aggregate principal amount Class A Floating Rate Asset Backed Certificates,
Series 199_-_ (the "Class A Certificates"), $_________ aggregate principal
amount Class B Floating Rate Asset Backed Certificates, Series 199_-_ (the
"Class B Certificates" and together with the Class A Certificates, the
"Certificates") and $______ aggregate principal amount of Collateral Interest,
Series 199__-__ (the "Collateral Interest"). The date on which the
Certificates and Collateral Interest are issued, _______ __, 199__, is the
"Closing Date."

BANK OF AMERICA'S CREDIT CARD ACTIVITIES

GENERAL

The receivables (the "Receivables") conveyed to the Trust by Bank of America
pursuant to the pooling and servicing agreement (as amended from time to time,
the "Agreement") between Bank of America, as transferor (the "Transferor") and
as servicer, and U.S. Bank National Association (formerly known as First Bank
National Association), as Trustee, have been or will be generated from
transactions made by holders of selected MasterCard and VISA credit card
accounts (the "Accounts"), including premium accounts and standard accounts,
from a sub-set of MasterCard and VISA accounts identified by the Transferor
(such sub-set, as identified from time-to-time, the "Identified Pool"), as
constituted at the time of such Accounts' selection.

BILLING, PAYMENTS AND FEES

The Accounts currently have various billing and payment characteristics,
including varying periodic rate finance charges and fees. With the December 1,
1994 transfer of the accounts from Bank of America NT&SA to Bank of America,
the state law governing most of such accounts changed from California to
Arizona. Each cardholder was given the option to (a) continue the cardholder's
account relationship automatically under Arizona law by continuing to charge
purchases and cash advances to the account, or (b) retain California law as the
state law governing the cardmember agreement for the account by ceasing to use
the account for new purchases and cash advances. Accounts that opted to retain
California law are paying down their outstanding balances.

Currently, monthly billing statements are sent by Bank of America to
cardholders with balances at the end of each billing period. With some
exceptions, cardholders must make a minimum monthly payment generally equal to
the greatest of (a) 2.5% of the outstanding balance (including purchases, cash
advances, finance charges, and fees posted to the Account) plus any past due
amounts; (b) $10 plus any past due amounts; or (c) the amount of the
outstanding balance in excess of the account credit line. If the cardholder's
outstanding balance is less than $10, the minimum monthly payment equals the
amount of the outstanding balance.

Accounts may have a different annual percentage rate for purchases and cash
advance balances. Bank of America uses variable-rate pricing based on a
selected external rate.

Accounts have a grace period which allows payment of the new balance of
purchases in full every month without incurring a finance charge. There is no
grace period on balances resulting from cash advances. There can be no
assurance that periodic-rate finance charges, fees, and other charges on
Accounts will remain at current levels.

Bank of America offers fixed-rate and variable-rate credit card accounts.
Generally the variable rates range from [7.49] percentage points to [9.49]
percentage points above the prime rate as published from time to time in the
Wall Street Journal. Bank of America also offers temporary promotional rates
and, under certain circumstances, the periodic finance charges on a limited
number of accounts may be less than those generally assessed by Bank of
America. Although more than [90]% of the Accounts are currently priced at
variable rates, some Accounts retain fixed rates which generally range from
[8.1]% to [19.8]%.

S-14
<PAGE> 16
Bank of America assesses annual membership fees (generally $[18]) on certain
accounts, although under various marketing and relationship incentive programs,
these fees may be waived or rebated. For most credit card accounts, Bank of
America also assesses late and overlimit charges (generally $[25]) and returned
check charges (generally $[25]). Bank of America generally assesses a cash
advance fee, typically [2.5]% of the cash advance amount, with minimums of
$[2], $[6] and $[20] depending on the type of cash advance.

DELINQUENCY AND LOSS EXPERIENCE

An account is contractually delinquent if the minimum payment is not received
by the payment due date. An account is not treated as delinquent if the minimum
monthly payment is received by the next billing date; provided, however, the
period of delinquency on any account is measured from the payment due date.
Collection of delinquent credit card receivables currently is performed by Bank
of America's credit card collections personnel located in operations centers in
Phoenix, Arizona and Pasadena, California, or by Bank of America's agents.

Bank of America's credit card collection programs employ advanced technology
to manage risk and streamline processes. This technology includes automated
calling systems to improve collector efficiency, scoring models to estimate the
relative risk of loss exposure, and behavior analysis to prioritize cardholder
contacts. Collection activities include statement messages, telephone calls and
formal collection letters. Collectors generally initiate telephone contact with
cardholders whose accounts are 5 days or more contractually delinquent. In the
event that the initial telephone call fails to cure the delinquency, Bank of
America continues to contact the cardholder by telephone and by mail. Bank of
America may enter into arrangements with cardholders to extend or otherwise
change payment schedules as approved by one of Bank of America's collections
managers. Delinquency levels are monitored daily by Bank of America's
collections representatives with aggregate delinquency information reported to
senior management on a daily basis.

Accounts are charged-off once they have become contractually past due 180
days, unless a payment has been received in an amount sufficient to bring the
account into a different delinquency category or to bring the account current.
At the time of charge-off, an evaluation is made whether to pursue further
remedies. In certain cases, outside collection agencies and law firms are
engaged. The credit evaluation, servicing and charge-off policies, and
collection practices of Bank of America, may change from time to time in
accordance with Bank of America's business judgment and applicable law. Account
balances for bankrupt cardholders are charged-off as soon as practically
possible and generally within 45 days from the date of verifiable bankruptcy
notification.

The Federal Financial Institutions Examination Council has adopted a revised
policy statement on the classification of retail credit. The revised policy
statement provides guidance for loans affected by bankruptcy, fraudulent
activity and death; establish standards for re-aging, extending, deferring or
rewriting of past due accounts; and broaden the circumstances under which
partial payments are recognized as full payments for purposes of determining
that a loan is no longer delinquent.

Upon the creation of the Trust, the Transferor conveyed to the Trustee, for
the benefit of the Trust, all Receivables existing under certain Accounts that
were selected from the Identified Pool as constituted on the Cut-Off Date (the
"Initial Identified Pool"). All Additional Accounts, the Receivables of which
have been, or will be, designated for inclusion in the Trust, have been or will
be selected from the Identified Pool, as constituted at the time of such
designation. Pursuant to a consolidation of processing functions by the
Servicer, Accounts relating to the Initial Identified Pool are no longer
identified separately from accounts relating to the entire Bank Portfolio. The
following tables set forth the delinquency and loss experience for (a) each of
the calendar years ended December 31, 1995 and December 31, 1996 for the
Initial Identified Pool and (b) the calendar year ended December 31, 1997 and
the ____ calendar months ended ______ ___, 199_, for the Trust Portfolio. The
Trust Portfolio's delinquency and loss experience is comprised of segments
which may, when taken individually, have delinquency and loss characteristics
different from those of the Initial Identified Pool. As of the end of the day
on December 31, 1996, the last day on which data is available for the Initial
Identified Pool, the Receivables in the Trust Portfolio represented
approximately 99.6% of the Initial Identified Pool. Because the Trust Portfolio
is not identical to the Initial

S-15
<PAGE> 17

Identified Pool, actual delinquency and loss experience with respect to the
Receivables may be different from that set forth below for the Initial
Identified Pool. There can be no assurance that the delinquency and loss
experience for the Trust Portfolio in the future will be similar to the
historical experience of the Trust Portfolio or the Initial Identified Pool set
forth below.

DELINQUENCY EXPERIENCE(1)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------------------------
, 1998 1997 1996 1995
------------------------- ------------------------- ------------------------- --------------------------
PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
OF TOTAL OF TOTAL OF TOTAL OF TOTAL
RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES RECEIVABLES
------------ ------------ ------------- ----------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Receivables
Outstanding(2) $ $4,160,515 $4,038,334 $4,290,345
Receivables
Delinquent:
30 - 59 Days. $ % $ 73,329 1.76% $ 65,307 1.62% $ 65,246 1.52%
60 - 89 Days. 44,086 1.06 39,131 0.97 37,532 0.87
90 or More
Days....... 79,210 1.90 65,931 1.63 63,644 1.48
---------- ----- ---------- ---- ---------- ---- ---------- ----
Total...... $ % $ 196,625 4.73% $ 170,369 4.22% $ 166,422 3.88%
========== ===== ========== ==== ========== ==== ========== ====
</TABLE>
- - - - ----------

(1) Data for 1998 and 1997 is for the Trust Portfolio as constituted at such
time. Data for 1996 and 1995 is for the Initial Identified Pool. The
Receivables in the Trust Portfolio represented approximately 99.6% of the
Initial Identified Pool on December 31, 1996, the last date on which data is
available for the Initial Identified Pool.

(2) The Receivables Outstanding on the accounts consist of all amounts due from
cardholders as posted to the accounts as of the end of the period shown.

LOSS EXPERIENCE(1)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
-------
MONTHS

ENDED YEAR ENDED DECEMBER 31,
-------- --, ---------------------------------------
1998 1997 1996 1995
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Average Receivables Outstanding(2).................... $ $3,795,496 $4,028,066 $4,170,853
Total Gross Charge-Offs(3)............................ 259,943 236,364 231,009
Recoveries............................................ 9,340 22,252 27,180
Total Net Charge-Offs............................... 250,603 214,112 203,829
Total Net Charge-Offs as a percentage of Average
Receivables Outstanding (4)(5)........................ % 6.60% 5.32% 4.89%
</TABLE>

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

(1) Data for 1998 and 1997 is for the Trust Portfolio as constituted at
such time. Data for 1996 and 1995 is for the Initial Identified Pool.
The Receivables in the Trust Portfolio represented approximately 99.6%
of the Initial Identified Pool on December 31, 1996, the last date on
which data is available for the Initial Identified Pool.

(2) Average Receivables Outstanding is the average of the daily receivable
balance during the period indicated.

(3) Total Gross Charge-Offs are total principal charge-offs before
recoveries and do not include the amount of any reductions in Average
Receivables Outstanding due to fraud, returned goods, customer
disputes or other miscellaneous credit adjustments.

(4) The percentage reflected for the ____ months ended _____ __, 199_ is
an annualized figure.

INTERCHANGE

The Transferor will be required, pursuant to the terms of the Agreement, to
transfer to the Trust a percentage of the Interchange attributed to cardholder
charges for goods and services in the Accounts. Interchange arising under the
Accounts will be allocated to the Certificates on the basis of the Floating
Investor Percentage of the ratio which the amount of cardholder charges for
goods and services in the Accounts bears to the total amount of cardholder
charges for goods and services in the MasterCard and VISA credit card accounts
owned by Bank of America, as

S-16
<PAGE> 18
reasonably estimated by the Transferor. MasterCard and VISA may from time to
time change the amount of Interchange reimbursed to banks issuing their credit
cards. Interchange will be treated as collections of Finance Charge Receivables
for the purposes of determining the amount of Finance Charge Receivables,
allocating collections of Finance Charge Receivables, making required monthly
payments, and calculating the Portfolio Yield. Under the circumstances
described in this Prospectus Supplement, Interchange will be used to pay a
portion of the Investor Servicing Fee required to be paid on each Transfer
Date. See "Description of the Certificates--Servicing Compensation and Payment
of Expenses" in this Prospectus Supplement and "Bank of America's Credit Card
Activities--Interchange" in the accompanying Prospectus.

THE RECEIVABLES

The Receivables conveyed to the Trust arise in Accounts selected from the
Initial Identified Pool on the basis of criteria set forth in the Agreement as
applied on May 18, 1996 (the "Cut-Off Date") and, with respect to Additional
Accounts, from the Identified Pool, as constituted at the applicable time, on
the basis of criteria set forth in the Agreement as applied on their date of
designation for inclusion in the Trust (the "Trust Portfolio"). Pursuant to the
Agreement, the Transferor has the right, subject to certain limitations and
conditions set forth therein, to designate from time to time Additional
Accounts and to transfer to the Trust all Receivables of such Additional
Accounts, whether such Receivables are then existing or thereafter created. Any
Additional Accounts designated pursuant to the Agreement must be Eligible
Accounts as of the date the Transferor designates such accounts as Additional
Accounts. On October 27, 1997, March 2, 1998, and September 2, 1998, the
Transferor designated Additional Accounts and conveyed the Receivables arising
therein to the Trust, which at the time of each such conveyance included
approximately $486 million, $2.5 billion and $850 million, respectively, of
amounts charged by cardholders for goods and services and cash advances
("Principal Receivables"). The Transferor will be required to designate
Additional Accounts, to the extent available (a) to maintain the interest of
the Transferor in the Trust (the "Transferor Interest") so that during any
period of 30 consecutive days, the Transferor Interest averaged over that
period equals or exceeds the Minimum Transferor Interest for the same period
and (b) to maintain, for so long as certificates of any Series (including the
Certificates) remain outstanding, an aggregate amount of Principal Receivables
equal to or greater than the Minimum Aggregate Principal Receivables. "Minimum
Transferor Interest" for any period means 7.0% of the average Principal
Receivables; provided, however, that the Transferor may reduce the Minimum
Transferor Interest to not less than 2% of the average Principal Receivables
for such period upon satisfaction of the Rating Agency Condition and certain
other conditions set forth in the Agreement. "Minimum Aggregate Principal
Receivables" means an amount equal to the sum of the numerators used to
calculate the Investor Percentages with respect to the allocation of
collections of Principal Receivables for each Series then outstanding; provided
further, however, that with respect to any Series in its Rapid Accumulation
Period, or such other period as designated in the related Series Supplement,
with an investor interest as of such date of determination equal to the
principal funding account balance relating to such Series, taking into account
any deposit to be made to the principal funding account relating to such Series
on the Transfer Date following such date of determination, the numerator used
in the calculation of the Investor Percentage with respect to Principal
Receivables relating to such Series shall, solely for the purpose of the
definition of Minimum Aggregate Principal Receivables, be deemed to equal zero;
provided further, however, that the Minimum Aggregate Principal Receivables may
be reduced to a lesser amount at any time if the Rating Agency Condition is
satisfied. Further, pursuant to the Agreement, the Transferor will have the
right (subject to certain limitations and conditions) to designate certain
Removed Accounts and to require the Trustee to reconvey all Receivables in such
Removed Accounts to the Transferor, whether such Receivables are then existing
or thereafter created. Throughout the term of the Trust, the Accounts from
which the Receivables arise will be the Accounts designated by the Transferor
on the Cut-Off Date plus any Additional Accounts minus any Removed Accounts. As
of the Cut-Off Date and, with respect to Receivables in Additional Accounts, as
of their date of designation for inclusion in the Trust, and on the date any
new Receivables are created, the Transferor will represent and warrant to the
Trust that the Receivables meet the eligibility requirements specified in the
Agreement. See "Description of the Certificates--Representations and
Warranties" in the accompanying Prospectus.

The paragraph immediately below and the tables that follow, each summarize
the Trust Portfolio (other than Accounts that have a zero balance with no
current charging privileges due to such Accounts being classified as lost,
stolen or involved in a product change) by various criteria as of the end of
the day on______ ___, 199_. Because the future composition of the Trust
Portfolio may change over time, information contained in the paragraph
immediately

S-17
<PAGE> 19
below and the tables that follow is not necessarily indicative of the
composition of the Trust Portfolio at any subsequent time.

The Receivables in the Trust Portfolio, as of the end of the day on ______
__, 199_, included $___________ of Principal Receivables and $___________ of
the related finance charges, credit card fees, interchange and annual
membership fees ("Finance Charge Receivables"). The Accounts had an average
total Receivable balance of $_____ and an average credit limit of $______. The
percentage of the aggregate total Receivable balance to the aggregate total
credit limit was _____%. The average age of the Accounts was approximately ____
months. As of the end of the day on______ __, 199_, cardholders whose Accounts
are included in the Trust Portfolio had billing addresses in all 50 States, the
District of Columbia and certain other United States territories and
possessions. Due to a concentration of Accounts in the state of California,
social, technological, legal and economic factors in that state may have a
disproportionate effect on the Trust Portfolio as a whole. As of the end of the
day on ____ ___, 199_, ______% of the Accounts were standard accounts and ____%
were premium accounts, and the aggregate Receivable balances of standard
accounts and premium accounts, as a percentage of the total aggregate
Receivables, were ____% and ____% respectively.

COMPOSITION BY ACCOUNT BALANCE
TRUST PORTFOLIO

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE
NUMBER OF NUMBER OF OF TOTAL
ACCOUNT BALANCE RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
--------------------------- ----------- ---------- ----------------- ------------
<S> <C> <C> <C> <C>
Credit Balance............. % $ %
No Balance.................
Less than or equal to
$1,000.00................
$1,000.01 -- $3,000.00......
$3,000.01 -- $5,000.00......
$5,000.01 -- $7,500.00......
$7,500.01 -- $10,000.00...
$10,000.01 or More.........
---------- ---- -------------- ----
TOTAL............ % $ %
========== ==== ============== ====
</TABLE>

COMPOSITION BY CREDIT LIMIT
TRUST PORTFOLIO

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE
NUMBER OF NUMBER OF OF TOTAL
CREDIT LIMIT RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
-------------------------- ----------- ---------- ----------------- ------------
<S> <C> <C> <C> <C>
Less than or equal to
$1,000.................... % $ %
$1,001 -- $3,000..........
$3,001 -- $5,000..........
$5,001 -- $9,999..........
$10,000 or More...........
----------- ---- -------------- -----
TOTAL........... % $ %
=========== ==== ============== =====
</TABLE>

S-18
<PAGE> 20
COMPOSITION BY PERIOD OF DELINQUENCY
TRUST PORTFOLIO

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE
PERIOD OF DELINQUENCY NUMBER OF NUMBER OF OF TOTAL
(DAYS CONTRACTUALLY DELINQUENT) ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
-------------------------------- ---------- ---------- ----------------- ------------
<S> <C> <C> <C>
Not Delinquent................ % $ %
1 Day to 30 Days..............
31 Days to 60 Days............
61 Days to 90 Days............
91 Days to 120 Days...........
121 Days and Over.............
---------- ---- -------------- -----
TOTAL............... % $ %
========== ==== ============== =====
</TABLE>

COMPOSITION BY ACCOUNT AGE
TRUST PORTFOLIO

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE
NUMBER OF NUMBER OF OF TOTAL
ACCOUNT AGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
----------------------------- ----------- ---------- ----------------- ------------
<S> <C> <C> <C>
0 to 12 Months............... % $ %
Over 12 Months to 24 Months..
Over 24 Months to 36 Months..
Over 36 Months to 48 Months..
Over 48 Months to 60 Months..
Over 60 Months to 72 Months..
Over 72 Months to 84 Months..
Over 84 Months to 96 Months..
Over 96 Months to 108 Months.
Over 108 Months to 120 Months
Over 120 Months..............
----------- ---- -------------- -----
TOTAL.............. % $ %
=========== ==== ============== =====
</TABLE>

S-19
<PAGE> 21

GEOGRAPHIC DISTRIBUTION OF ACCOUNTS
TRUST PORTFOLIO

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL PERCENTAGE
NUMBER OF NUMBER OF OF TOTAL
STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES
------------------------- ----------- ---------- ----------------- ------------
<S> <C> <C> <C> <C>
Alabama.................. % $ %
Alaska...................
Arizona..................
Arkansas.................
California...............
Colorado.................
Connecticut..............
Delaware.................
Florida..................
Georgia..................
Hawaii...................
Idaho....................
Illinois.................
Indiana..................
Iowa.....................
Kansas...................
Kentucky.................
Louisiana................
Maine....................
Maryland.................
Massachusetts............
Michigan.................
Minnesota................
Mississippi..............
Missouri.................
Montana..................
Nebraska.................
Nevada...................
New Hampshire............
New Jersey...............
New Mexico...............
New York.................
North Carolina...........
North Dakota.............
Ohio.....................
Oklahoma.................
Oregon...................
Pennsylvania.............
Rhode Island.............
South Carolina...........
South Dakota.............
Tennessee................
Texas....................
Utah.....................
Vermont..................
Virginia.................
Washington...............
West Virginia............
Wisconsin................
Wyoming..................
District of Columbia.....
Other....................
----------- ---- -------------- -----
TOTAL.......... % $ %
=========== ==== ============== =====
</TABLE>

S-20
<PAGE> 22
MATURITY ASSUMPTIONS

The Agreement provides that the holders of the Class A Certificates (the
"Class A Certificateholders") will not receive payments of principal until
___________ __, 200__ (the "Class A Scheduled Payment Date"), or earlier in the
event of a Pay Out Event which results in the commencement of the Rapid
Amortization Period. The Agreement also provides that the holders of the Class
B Certificates (the "Class B Certificateholders" and, together with the Class A
Certificateholders, the "Certificateholders") will not receive payments of
principal until _______________ ___, 200__ the "Class B Scheduled Payment
Date"), or earlier in the event of a Pay Out Event which results in the
commencement of the Rapid Amortization Period (in the latter case, only after
the Class A Investor Interest has been paid in full). The Class B
Certificateholders will not begin to receive payments of principal until the
final principal payment on the Class A Certificates has been made.

Controlled Accumulation Period. On each Transfer Date during a period called
the "Controlled Accumulation Period" prior to the payment of the Class A
Investor Interest in full, an amount equal to, for each Monthly Period, the
least of (a) the Available Investor Principal Collections, (b) the "Controlled
Deposit Amount" for such Monthly Period, which is equal to the sum of the
Controlled Accumulation Amount for such Monthly Period and the Accumulation
Shortfall, if any, for such Monthly Period and (c) the Class A Adjusted
Investor Interest prior to any deposits on such day, will be deposited in the
Principal Funding Account established by the Trustee until the principal amount
on deposit in the Principal Funding Account (the "Principal Funding Account
Balance") equals the Class A Investor Interest. After the Class A Investor
Interest has been paid in full, or following the first Transfer Date upon which
the Principal Funding Account Balance has increased to the amount of the Class
A Investor Interest, Available Investor Principal Collections, to the extent
required, will be distributed to the Class B Certificateholders on each related
Distribution Date beginning, during the Controlled Accumulation Period, on the
Class B Scheduled Payment Date, until the earlier of the date the Class B
Investor Interest has been paid in full and ________ __, 200__ (the "Series
199_-___ Termination Date"). After the Class A Investor Interest and the Class
B Investor Interest have each been paid in full, Available Investor Principal
Collections, to the extent required, will be distributed to the holder of the
Collateral Interest (the "Collateral Interest Holder") on each related
Distribution Date until the earlier of the date the Collateral Interest has
been paid in full and the Series 199_-___ Termination Date. Amounts in the
Principal Funding Account are expected to be available to pay the Class A
Investor Interest on the Class A Scheduled Payment Date. After the payment of
the Class A Investor Interest in full, Available Investor Principal Collections
are expected to be available to pay the Class B Investor Interest on the Class
B Scheduled Payment Date. Although it is anticipated that collections of
Principal Receivables will be available on each Transfer Date during the
Controlled Accumulation Period to make a deposit of the applicable Controlled
Deposit Amount and that the Class A Investor Interest will be paid to the Class
A Certificateholders on the Class A Scheduled Payment Date and the Class B
Investor Interest will be paid to the Class B Certificateholders on the Class B
Scheduled Payment Date, respectively, no assurance can be given in this regard.
If the amount required to pay the Class A Investor Interest or the Class B
Investor Interest in full is not available on the Class A Scheduled Payment
Date or the Class B Scheduled Payment Date, respectively, a Pay Out Event will
occur and the Rapid Amortization Period will commence.

Rapid Amortization Period. If a Pay Out Event occurs, a period called the
"Rapid Amortization Period" will commence and any amount on deposit in the
Principal Funding Account will be paid to the Class A Certificateholders on the
Distribution Date in the month following the commencement of the Rapid
Amortization Period. In addition, to the extent that the Class A Investor
Interest has not been paid in full, the Class A Certificateholders will be
entitled to monthly payments of principal equal to the Available Investor
Principal Collections until the earlier of the date on which the Class A
Certificates have been paid in full and the Series 199_-___ Termination Date.
After the Class A Certificates have been paid in full and if the Series
199_-___ Termination Date has not occurred, Available Investor Principal
Collections will be paid to the Class B Certificateholders on each Distribution
Date until the earlier of the date on which the Class B Certificates have been
paid in full and the Series 199_-___ Termination Date.

Pay Out Events. A Pay Out Event occurs, either automatically or after
specified notice, upon (a) the failure of the Transferor to make certain
payments or transfers of funds for the benefit of the Certificateholders within
the time periods stated in the Agreement, (b) material breaches of certain
representations, warranties or covenants of the Transferor, (c) the occurrence
of certain events of insolvency, receivership or bankruptcy relating to the
Transferor

S-21
<PAGE> 23
or other holder of the Transferor Certificate, (d) the average of the Portfolio
Yields for any three consecutive Monthly Periods being less than the average of
the Base Rates for such period, (e) the Trust becoming an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, (f) the
Transferor is unable for any reason to transfer Receivables to the Trust in
accordance with the provisions of the Agreement, (g) the occurrence of a
Servicer Default which would have a material adverse effect on the
Certificateholders, (h) the deposit of insufficient monies in the Distribution
Account to pay the Class A Investor Interest or the Class B Investor Interest
in full on the Class A Scheduled Payment Date or the Class B Scheduled Payment
Date, respectively, or (i) the failure of the Transferor to convey Receivables
arising under Additional Accounts or Participations to the Trust when required
by the Agreement. See "Description of the Certificates--Pay Out Events" in this
Prospectus Supplement. The term "Base Rate" means, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is the sum of the Class A Monthly Interest, the Class B Monthly Interest
and the Collateral Monthly Interest, each for the related Interest Period, and
the Certificateholder Servicing Fee and the Servicer Interchange, each for such
Monthly Period, and the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period. The term "Portfolio
Yield" means, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is the sum of (a) collections
of Finance Charge Receivables, Principal Funding Investment Proceeds and
amounts withdrawn from the Reserve Account and in each case deposited into the
Finance Charge Account and allocable to the Certificates and the Collateral
Interest for such Monthly Period, calculated on a cash basis after subtracting
the Aggregate Investor Default Amount for such Monthly Period and (b) upon the
satisfaction of the Rating Agency Condition with respect to their inclusion in
Portfolio Yield, Shared Excess Finance Charge Collections, if any, allocable to
Series 199_-___, and the denominator of which is the Investor Interest as of
the close of business on the last day of such Monthly Period.

Paired Series. The Transferor may, at or after the time at which the
Controlled Accumulation Period commences for Series 199_-___, cause the Trust
to issue another Series (or some portion thereof, to the extent that the full
principal amount of such other Series is not otherwise outstanding at such
time) as a Paired Series with respect to Series 199_-___ to be used to finance
the increase in the Transferor Interest caused by the accumulation of principal
in the Principal Funding Account with respect to Series 199_-___. No assurances
can be given as to whether such other Series will be issued and, if issued, the
terms thereof, since the terms of the Certificates may vary from the terms of
such other Series, the pay out events with respect to such other Series may
vary from the Pay Out Events with respect to Series 199_-___ and may include
pay out events which are unrelated to the status of the Transferor or the
Receivables, such as pay out events related to the continued availability and
rating of certain providers of Enhancement to such other Series. If a pay out
event does occur with respect to any such Paired Series prior to the payment in
full of the Certificates, the final payment of principal to the
Certificateholders may be delayed. See "Description of the Certificates--Paired
Series" in this Prospectus Supplement. If a Pay Out Event occurs with respect
to a Series (which may be Series 199_-___) having a Paired Series or with
respect to the Paired Series when such Series is in the Controlled Accumulation
Period, the percentage used for allocating collections of Principal Receivables
for the Series (which may be Series 199_-___) and for the Paired Series may
reset as specified in this Prospectus Supplement.

Payment Rates. The following table sets forth the highest and lowest
cardholder monthly payment rates during any month in the period shown and the
average cardholder monthly payment rates for all months during the periods
shown (a) for the Initial Identified Pool for each of the calendar years ended
December 31, 1995 and December 31, 1996 and (b) for the Trust Portfolio for the
calendar year ended December 31, 1997 and the ___ calendar months ended ____
__, 199_, in each case calculated as a percentage of total ending monthly
account balances during the periods shown. As of the end of the day on December
31, 1996, the last day on which data is available for the Initial Identified
Pool, the Receivables in the Trust Portfolio represented approximately 99.6% of
the Initial Identified Pool. Payment rates shown in the table are based on
amounts which would be deemed payments of Principal Receivables and Finance
Charge Receivables with respect to the Accounts.

S-22
<PAGE> 24
CARDHOLDER MONTHLY PAYMENT RATES(1)

<TABLE>
<CAPTION>
____ MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------
, 199 1997 1996 1995
---------------- ---------- ----------- --------
<S> <C> <C> <C> <C>
Lowest Month.... % 13.04% 13.18% 12.83%
Highest Month... % 15.06% 15.00% 15.42%
Monthly Average. % 14.07% 14.03% 14.05%
</TABLE>

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

(1) Data for 1998 and 1997 is for the Trust Portfolio as constituted at
such time. Data for 1996 and 1995 is for the Initial Identified Pool.
The Receivables in the Trust Portfolio represented approximately 99.6%
of the Initial Identified Pool on December 31, 1996, the last date on
which data is available for the Initial Identified Pool.

Currently, with some exceptions, cardholders must make a minimum monthly
payment generally equal to the greater of (a) 2.5% of the outstanding balance
(including purchases, cash advances, finance charges, and fees posted to the
Account) plus any past due amounts; (b) $10 plus any past due amounts; or (c)
the amount of the outstanding balance in excess of the Account credit line. If
the cardholder's outstanding balance is less than $10, the minimum monthly
payment equals the amount of the outstanding balance. Payments are applied
pursuant to the terms of the credit card agreements governing the Accounts.
There can be no assurance that the cardholder monthly payment rates in the
future will be similar to the historical experience set forth above. In
addition, the amount of collections of Receivables may vary from month to month
due to seasonal variations, general economic conditions and payment habits of
individual cardholders. There can be no assurance that collections of
Receivables with respect to the Trust Portfolio will be similar to the
historical experience set forth above or that deposits into the Principal
Funding Account or the Distribution Account, as applicable, will be made in
accordance with the applicable Controlled Accumulation Amount. If a Pay Out
Event occurs, the average life of the Certificates could be significantly
reduced or increased.

Because there may be a slowdown in the payment rate below the payment rates
used to determine the Controlled Accumulation Amounts, or a Pay Out Event may
occur which would initiate the Rapid Amortization Period, there can be no
assurance that the actual number of months elapsed from the date of issuance of
the Class A Certificates and the Class B Certificates to their respective final
Distribution Dates will equal the expected number of months. As described under
"Description of the Certificates--Postponement of Controlled Accumulation
Period" in this Prospectus Supplement, the Servicer may shorten the Controlled
Accumulation Period and, in such event, there can be no assurance that there
will be sufficient time to accumulate all amounts necessary to pay the Class A
Investor Interest and the Class B Investor Interest on the Class A Scheduled
Payment Date and the Class B Scheduled Payment Date, respectively. See
"Maturity Assumptions" and "Risk Factors--Timing of Principal Payments" in the
accompanying Prospectus.

RECEIVABLE YIELD CONSIDERATIONS

The gross revenues from finance charges and fees billed to accounts in the
Initial Identified Pool for each of the calendar years ended December 31, 1995
and December 31, 1996 and the gross revenues from finance charges and fees
billed to Accounts in the Trust Portfolio for the calendar year ended December
31, 1997 and the ___ calendar months ended _____ __, 199_, are set forth in the
following table.

The historical yield figures in the following table are calculated on an
accrual basis. Collections of Receivables included in the Trust will be on a
cash basis and may not reflect the historical yield experience in the table.
During periods of increasing delinquencies or periodic payment deferral
programs, accrual yields may exceed cash amounts accrued and billed to
cardholders. Conversely, cash yields may exceed accrual yields as amounts
collected in a current period may include amounts accrued during prior periods.
However, the Transferor believes that during the three calendar years ended
December 31, 1997 and the ___ calendar months ended _____ __, 199_, the yield
on an accrual basis closely approximated the yield on a cash basis. The yield
on both an accrual and a cash basis will be affected by numerous factors,
including the monthly periodic finance charges on the Receivables, the amount
of the annual membership fees and other fees, changes in the delinquency rate
on the Receivables and the percentage of cardholders who pay their balances in
full each month and do not incur monthly periodic finance charges. See "Risk
Factors" in the accompanying Prospectus.

S-23
<PAGE> 25
PORTFOLIO YIELD(1)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
_____ MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------------------
, 199 1997 1996 1995
---------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Average Receivables
Outstanding(2).................. $ $3,795,496 $4,028,066 $4,170,853
Finance Charges and Fee Revenue
Billed........................ $ $ 744,810 $ 726,444 $ 750,350
Interchange..................... $ $ 61,710 $ 73,519 $ 76,451
Average Yield(3)(4)............. % 19.62% 18.03% 17.99%
- - - - ----------
</TABLE>

(1) Data for 1998 and 1997 is for the Trust Portfolio as constituted at
such time. Data for 1996 and 1995 is for the Initial Identified Pool.
The Receivables in the Trust Portfolio represented approximately 99.6%
of the Initial Identified Pool on December 31, 1996, the last date on
which data is available for the Initial Identified Pool.

(2) Average Receivables Outstanding is the average of the daily ending
receivable balance during the period indicated.

(3) Average Yield is the result of dividing Finance Charges and Fee
Revenue Billed by the Average Receivables Outstanding for the period
and does not include revenue attributable to Interchange or
recoveries.

(4) The percentage reflected for the ___ months ended ______ __, 199_ is
an annualized figure.

The revenue for the Trust Portfolio and the Initial Identified Pool of credit
card accounts shown in the above table is comprised of monthly periodic finance
charges, credit card fees and Interchange. These revenues vary for each account
based on the type and volume of activity for each account. Because the Trust
Portfolio is not identical to the Initial Identified Pool, actual yield with
respect to Receivables for the years ended December 31, 1996 and December 31,
1995 may be different from that set forth above for the Initial Identified
Pool. See "Bank of America's Credit Card Activities" in this Prospectus
Supplement and "Bank of America's Credit Card Activities" in the accompanying
Prospectus.

BANKAMERICA CORPORATION, BANK OF AMERICA AND BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION

BankAmerica Corporation (the "Corporation") is a multi-bank holding company
which was incorporated in Delaware and formed in connection with the merger on
September 30, 1998 of NationsBank Corporation ("NationsBank") and the former
BankAmerica Corporation ("BAC"). At June 30, 1998, on a pro forma basis,
NationsBank and BAC had combined total assets of approximately $571.9 billion,
total liabilities of approximately $526.0 billion, and total shareholders'
equity of approximately $45.9 billion. Bank of America is a wholly-owned
subsidiary of the Corporation and was formed as a national bank organized under
the laws of the United States in 1989 and is headquartered in Phoenix, Arizona.
On June 30, 1998, Bank of America's total assets were approximately $5.5
billion, total liabilities were approximately $4.7 billion, and total
stockholders' equity was approximately $0.8 billion, as reported in Bank of
America's Consolidated Reports of Condition and Income (the "Call Report") as
of the same date. The Call Report is required to be prepared in accordance with
regulatory accounting principles, which differ in some respects from generally
accepted accounting principles.

YEAR 2000 ISSUES

General. Because computers frequently use only two digits to recognize
years, on January 1, 2000, many computer systems, as well as equipment that
uses embedded computer chips, may be unable to distinguish between 1900 and
2000. If not remediated, this problem could create system errors and failures
resulting in the disruption of normal business operations. Since the Year 2000
is a leap year, there could also be business disruptions as a result of the
inability of many computer systems to recognize February 29, 2000.

In October 1995 and February 1996, respectively, NationsBank and BAC
established project teams to address these issues. Each of these teams remains
in place and continues to work on solving problems related to the Year

S-24
<PAGE> 26

2000. Although each of these Year 2000 teams will proceed according to its
respective work plan, they will capitalize on the best practices of both teams.

Personnel from the Corporation's business segments and project teams are
identifying, analyzing and testing computer systems throughout the Corporation
("Systems"). Personnel are also taking inventory of equipment that uses
embedded computer chips (i.e., "non-information technology systems" or
"Infrastructure") and scheduling remediation or replacement of this
Infrastructure, as necessary. Examples of Infrastructure include ATMs,
building security systems, fire alarm systems, identification and access cards,
date stamps and elevators. The NationsBank team tracks Systems and
Infrastructure separately, whereas the BAC team tracks Systems and
Infrastructure collectively ("Projects"). For purposes of this section, the
information provided for Systems and Projects is generally provided on a
combined basis.

State of Readiness. Ultimately, the potential impact of Year 2000 issues
will depend not only on the corrective measures Bank of America undertakes, but
also on the way in which Year 2000 issues are addressed by governmental
agencies, businesses and other entities which provide data to, or receive data
from, Bank of America, or whose financial condition or operational capability
is important to Bank of America as vendors. Accordingly, Bank of America is
communicating with certain of these parties to evaluate any potential impact on
Bank of America.

In particular, Bank of America is contacting its service providers and
software vendors (collectively, "Vendors") and requesting information on their
Year 2000 project plans. Any Vendor which has not provided appropriate
documentation, has not responded timely to Bank of America's inquiries or does
not expect to be compliant until 1999 is placed in an "at risk" category. In
accordance with its contingency plans, Bank of America will be focusing on any
such "at risk" mission critical Vendors in order to mitigate any potential
risk.

Costs. Bank of America currently estimates the total cost of the Year 2000
project to be approximately $ 4 million. Of this amount, Bank of America
has incurred cumulative Year 2000 costs of approximately $ 2 million
through September 30, 1998. A significant portion of the foregoing cost is not
expected to be incremental to Bank of America but instead will constitute a
reallocation of existing internal systems technology resources and,
accordingly, will be funded from normal operations.

Contingency Plans. Bank of America has existing business continuity plans
that address its response to disruptions to business due to natural disasters,
civil unrest, utility outages or other occurrences. Bank of America is
developing business continuity plans specific to Year 2000 issues that are
based on these existing plans. During 1999, the business continuity plans will
be tested and validated with particular attention to event management and
communication processes.

Risks. Although Bank of America's remediation efforts are directed at
reducing its Year 2000 exposure, there can be no assurance that these efforts
will fully mitigate the effect of Year 2000 issues. In the event Bank of
America fails to identify or correct a material Year 2000 problem, there could
be disruptions in normal business operations, which could have a material
adverse effect on Bank of America's results of operations, liquidity or
financial condition. In addition, there can be no assurance that domestic
third parties will adequately address their Year 2000 issues. Further, there
may be some such parties, such as governmental agencies, utilities,
telecommunication companies, financial services vendor and other providers,
where alternative arrangements or resources are not available.

If the Servicer, any subservicer, the Trustee or any of their respective
vendors or third party service providers are not Year 2000 ready, the ability
to service the Receivables (in the case of the Servicer, any subservicer or any
of their respective vendors or third party service providers) and to make
distributions (in the case of the Trustee or any of its vendors or third party
service providers) may be materially and adversely affected.

Forward-looking statements contained in the foregoing "--Year 2000 Project"
section should be read in conjunction with the cautionary statements included
in the introductory paragraphs under "IMPORTANT NOTICE ABOUT INFORMATION
PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS" on
page S-2.

S-25
<PAGE> 27
DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement as supplemented by
the supplement relating to the Certificates (the "Series 199_-__ Supplement").
Pursuant to the Agreement, the Transferor and the Trustee may execute further
series supplements in order to issue additional Series. The following summary
of the Certificates 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
Agreement and the Series 199_-___ Supplement. See "Description of the
Certificates" in the accompanying Prospectus for additional information
concerning the Certificates and the Agreement.

GENERAL

The Certificates will represent the right to receive certain payments from
the assets of the Trust, including the right to the applicable allocation
percentage of all cardholder payments on the Receivables in the Trust to the
extent necessary to pay principal and interest on the Certificates. Each Class
A Certificate represents the right to receive interest at an annual rate equal
to LIBOR plus __% (the "Class A Certificate Rate") on the outstanding principal
amount of the Class A Certificates for the related Interest Period and payments
of principal on the Class A Scheduled Payment Date or, to the extent of the
Class A Investor Interest, on each Distribution Date with respect to the Rapid
Amortization Period, funded from collections of Finance Charge Receivables and
Principal Receivables, respectively, allocated to the Class A Investor Interest
and certain other available amounts. Each Class B Certificate represents the
right to receive payments of interest at an annual rate equal to LIBOR plus
___% (the "Class B Certificate Rate") on the outstanding principal amount of
the Class B Certificates for the related Interest Period, and payments of
principal on the Class B Scheduled Payment Date or, to the extent of the Class
B Investor Interest, on each Distribution Date with respect to the Rapid
Amortization Period after the Class A Certificates have been paid in full,
funded from collections of Finance Charge Receivables and Principal
Receivables, respectively, allocated to the Class B Investor Interest and
certain other available amounts. Amounts payable to the Class A
Certificateholders may be paid from collections of Finance Charge Receivables
and Principal Receivables, Excess Spread, funds on deposit in the Principal
Funding Account and the Reserve Account and certain investment earnings
thereon, Reallocated Principal Collections, Shared Excess Principal
Collections, Shared Excess Finance Charge Collections and certain other
available amounts. Amounts payable to the Class B Certificateholders may be
paid from collections of Finance Charge Receivables and Principal Receivables,
Excess Spread, Reallocated Collateral Principal Collections, Shared Excess
Finance Charge Collections and Shared Excess Principal Collections. Payments of
interest and principal will be made, to the extent of funds available therefor,
on each Distribution Date on which such amounts are due to Certificateholders
in whose names the Certificates were registered on the last business day of the
calendar month preceding such Distribution Date (each, a "Record Date").

The Transferor initially will own the "Transferor Certificate," which
represents the remaining interest in the assets of the Trust not represented by
the Certificates, the Collateral Interest and the other interests issued by the
Trust. The Transferor Certificate represents the right to receive certain
payments from the assets of the Trust, including the right to a percentage (the
"Transferor Percentage") of all cardholder payments on the Receivables in the
Trust equal to 100% minus the sum of the applicable Investor Percentages for
all Series of certificates then outstanding. The Transferor Certificate may be
transferred in whole or in part subject to certain limitations and conditions
set forth in the Agreement. See "Description of the Certificates--Certain
Matters Regarding the Transferor and the Servicer" in the accompanying
Prospectus.

The Class A Certificates and the Class B Certificates initially will be
represented by certificates registered in the name of Cede, as nominee of DTC.
Unless and until Definitive Certificates are issued, all references in this
Prospectus Supplement to actions by Class A Certificateholders and/or Class B
Certificateholders shall refer to actions taken by DTC upon instructions from
DTC Participants and all references in this Prospectus Supplement to
distributions, notices, reports and statements to Class A Certificateholders
and/or Class B Certificateholders shall refer to distributions, notices, reports
and statements to DTC or Cede, as the registered holder of the Class A
Certificates and the Class B Certificates, as the case may be, for distribution
to Certificate Owners in accordance with DTC procedures. Certificateholders may
hold their Certificates through DTC (in the United States) or Cedelbank or
Euroclear (in Europe) if they are participants of such systems, or indirectly
through organizations that are participants in such systems. Cede, as nominee
for DTC, will hold the global Certificates. Cedelbank and Euroclear will hold
omnibus positions on behalf of the Cedelbank Customers and the Euroclear
Participants, respectively, through customers' securities accounts in
Cedelbank's and Euroclear's names on the books of their respective

S-26
<PAGE> 28
Depositaries which in turn will hold such positions in customers' securities
accounts in the Depositaries' names on the books of DTC. See "Description of
the Certificates--General," "--Book-Entry Registration" and "--Definitive
Certificates" in the accompanying Prospectus.

INTEREST PAYMENTS

Interest will accrue on the Class A Certificates at the Class A Certificate
Rate and on the Class B Certificates at the Class B Certificate Rate from the
Closing Date. Each "Interest Period" begins on and includes a Distribution
Date and ends on and excludes the next Distribution Date. However, the first
Interest Period will begin on and include the Closing Date and end on and
exclude ________ ___, 199__, the first Distribution Date. Interest will be
distributed to Certificateholders on ____ __, 199_ and on the 15th day of each
following month (or, if such 15th day is not a business day, the next
succeeding business day) (each, a "Distribution Date"). For purposes of this
Prospectus Supplement and the accompanying Prospectus, a "business day" is,
unless otherwise indicated, any day other than a Saturday, a Sunday, or a day
on which banking institutions in St. Paul, Minnesota or Phoenix, Arizona are
authorized or obligated by law or executive order to be closed. Interest
payments on the Class A Certificates and the Class B Certificates on any
Distribution Date will be calculated on the outstanding principal balance of
the Class A Certificates and the outstanding principal balance of the Class B
Certificates, as applicable, as of the preceding Record Date, except that
interest for the first Distribution Date will accrue at the applicable
Certificate Rate on the initial outstanding principal balance of the Class A
Certificates and the initial outstanding principal balance of the Class B
Certificates, as applicable, from the Closing Date. Interest due on the
Certificates but not paid on any Distribution Date will be payable on the next
succeeding Distribution Date together with additional interest on such amount
at the applicable Certificate Rate plus 2.00% per annum (such amount with
respect to the Class A Certificates, the "Class A Additional Interest," and
such amount with respect to the Class B Certificates, the "Class B Additional
Interest" and together, the "Additional Interest"). Additional Interest shall
accrue on the same basis as interest on the Certificates, and shall accrue from
the Distribution Date on which such overdue interest first became due, to but
excluding the Distribution Date on which such Additional Interest is paid.
Interest payments on the Class A Certificates on any Distribution Date will be
paid from Class A Available Funds for the related Monthly Period, and to the
extent such Class A Available Funds are insufficient to pay such interest, from
Excess Spread, Shared Excess Finance Charge Collections allocated to Series
199_-___ and Reallocated Principal Collections (each, to the extent available)
for such Monthly Period. Interest payments on the Class B Certificates on any
Distribution Date will be paid from Class B Available Funds for the related
Monthly Period, and to the extent such Class B Available Funds are insufficient
to pay such interest, from Excess Spread, Shared Excess Finance Charge
Collections allocated to Series 199_-___ and Reallocated Collateral Principal
Collections (each, to the extent available) remaining after certain other
payments have been made with respect to the Class A Certificates. See
"--Application of Collections--Excess Spread; Shared Excess Finance Charge
Collections" in this Prospectus Supplement.

"Class A Available Funds" means, with respect to any Monthly Period, an
amount equal to the sum of (a) the Class A Floating Allocation of collections
of Finance Charge Receivables allocated to the Investor Interest and deposited
in the Finance Charge Account with respect to such Monthly Period (excluding
the portion of collections of Finance Charge Receivables attributable to
Interchange that is allocable to Servicer Interchange), (b) Principal Funding
Investment Proceeds, if any, with respect to the related Transfer Date and (c)
amounts, if any, to be withdrawn from the Reserve Account which are required to
be included in Class A Available Funds pursuant to the Series 199_-___
Supplement with respect to such Transfer Date. "Class B Available Funds" means,
with respect to any Monthly Period, an amount equal to the Class B Floating
Allocation of collections of Finance Charge Receivables allocated to the
Investor Interest and deposited in the Finance Charge Account with respect to
such Monthly Period (excluding the portion of collections of Finance Charge
Receivables attributable to Interchange that is allocable to Servicer
Interchange).

The Class A Certificates will accrue interest from and including the Closing
Date through and excluding ____ __, 199_, and from and including ____ __, 199_
through and excluding ____ __, 199_ and with respect to each Interest Period
thereafter, at a rate of ___% per annum above LIBOR prevailing on the related
LIBOR Determination Date with respect to each such period. The Class B
Certificates will accrue interest from and including the Closing Date through
and excluding ____ __, 199_, and from and including ____ __, 199_ through and
excluding ____ __, 199_ and with respect to each Interest Period thereafter, at
a rate of ____% per annum above LIBOR prevailing on the related LIBOR
Determination Date with respect to each such period.

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The Trustee will determine LIBOR on ____ __, 199_ for the period from and
including the Closing Date through and excluding ____ __, 199_, on ____ __,
199_ for the period from and including ____ __, 199_ through and excluding ____
__, 199_, and for each Interest Period thereafter, on the second business day
prior to the Distribution Date on which such Interest Period commences (each, a
"LIBOR Determination Date"). For purposes of calculating LIBOR, a "London
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 one-month period which appears on Telerate Page
3750 as of 11:00 a.m., London time, on such date. If such rate does not appear
on Telerate Page 3750, 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 one-month period.
The 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 such quotations. If fewer than two quotations are provided, 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 one-month period.

"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).

"Reference Banks" means four major banks in the London interbank market
selected by the Servicer.

The Class A Certificate Rate and the Class B Certificate Rate applicable to
the current and immediately preceding Interest Period may be obtained by
telephoning the Trustee at its Corporate Trust Office at (800) 934-6802.

Interest on the Certificates will be calculated on the basis of the actual
number of days in the related Interest Period and a 360-day year.

PRINCIPAL PAYMENTS

On each Transfer Date relating to a period of time called the "Revolving
Period" (which begins on the Closing Date and ends at the commencement of the
Controlled Accumulation Period or, if earlier, the Rapid Amortization Period),
unless a reduction in the Required Collateral Interest has occurred,
collections of Principal Receivables allocable to the Investor Interest will,
subject to certain limitations, including the allocation of any Reallocated
Principal Collections with respect to the related Monthly Period to pay the
Class A Required Amount and the Class B Required Amount, be treated as Shared
Excess Principal Collections.

On each Transfer Date relating to the Controlled Accumulation Period, the
Trustee will deposit in the Principal Funding Account an amount equal to the
least of (a) Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date, (b) the applicable
Controlled Deposit Amount and (c) the Class A Adjusted Investor Interest on
such Transfer Date prior to any deposits on such date. Amounts in the Principal
Funding Account will be paid to the Class A Certificateholders on the Class A
Scheduled Payment Date. After the Class A Investor Interest has been paid in
full, on each Transfer Date during the Controlled Accumulation Period, amounts
equal to the lesser of (a) Available Investor Principal Collections with
respect to such Transfer Date and (b) the Class B Investor Interest on such
Transfer Date will be deposited in the Distribution Account for distribution to
the Class B Certificateholders until the Class B Investor Interest has been
paid in full. Such amounts in the Distribution Account will be paid to the
Class B Certificateholders on the Class B Scheduled Payment Date. On each
Transfer Date, if a reduction in the Required Collateral Interest has occurred,
a portion of collections of Principal Receivables allocable to the Investor
Interest will be applied in accordance with the Loan Agreement among the
Transferor, the Trustee, the Servicer and the Collateral Interest Holder (the
"Loan Agreement") to reduce the Collateral Interest to the Required Collateral
Interest. During the Controlled Accumulation Period until the final principal
payment to the Class B Certificateholders, the portion of Available Investor
Principal Collections not

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applied to Class A Monthly Principal, Class B Monthly Principal or Collateral
Monthly Principal on a Transfer Date will generally be treated as Shared Excess
Principal Collections.

"Available Investor Principal Collections" means, with respect to any Monthly
Period, an amount equal to the sum of (a) (i) collections of Principal
Receivables received during such Monthly Period and certain other amounts
allocable to the Investor Interest, minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period used to fund the
Required Amount, plus (b) any Shared Excess Principal Collections with respect
to other Series in a group of Series designated as the "Shared Excess Principal
Collections Group" that are allocated to the Series of the Trust represented by
the Certificates and the Collateral Interest ("Series 199_-__").

On each Distribution Date with respect to the Rapid Amortization Period, the
Class A Certificateholders will be entitled to receive Available Investor
Principal Collections for the related Monthly Period in an amount up to the
Class A Investor Interest until the earliest of the date the Class A
Certificates are paid in full, the Series 199_-___ Termination Date and the
Trust Termination Date. After payment in full of the Class A Investor Interest,
the Class B Certificateholders will be entitled to receive on each Distribution
Date with respect to the Rapid Amortization Period, Available Investor
Principal Collections until the earliest of the date the Class B Certificates
are paid in full, the Series 199_-___ Termination Date and the Trust
Termination Date. After payment in full of the Class B Investor Interest, the
Collateral Interest Holder will be entitled to receive on each Transfer Date
(other than the Transfer Date prior to the Series 199_-___ Termination Date)
and on the Series 199_-___ Termination Date, Available Investor Principal
Collections until the earliest of the date the Collateral Interest is paid in
full, the Series 199_-___ Termination Date and the Trust Termination Date. See
"--Pay Out Events" below for a discussion of events which might lead to the
commencement of the Rapid Amortization Period.

POSTPONEMENT OF CONTROLLED ACCUMULATION PERIOD

The commencement of the Controlled Accumulation Period may be postponed, and
the length of the Revolving Period extended, subject to certain conditions
including those set forth below. Such postponement and extension, respectively,
will take place only if the Accumulation Period Length (determined as described
below) is less than twelve months. On the Determination Date immediately
preceding the ____ ____ Distribution Date and on each Determination Date
thereafter, until the Controlled Accumulation Period begins, the Servicer, on
behalf of the Transferor will determine the "Accumulation Period Length," which
is the number of whole months expected to be required to fully fund the
Principal Funding Account up to the initial outstanding principal amount of the
Class A Certificates no later than the Class A Scheduled Payment Date, based on
(a) the expected monthly collections of Principal Receivables expected to be
distributable to the Certificateholders of all Series (excluding certain other
Series), assuming a principal payment rate no greater than the lowest monthly
principal payment rate on the Receivables for the preceding twelve months and
(b) the amount of principal expected to be distributable to Certificateholders
of all Series (excluding certain other Series) which are not expected to be in
their revolving periods during the Controlled Accumulation Period. If the
Accumulation Period Length is less than twelve months, the commencement of the
Controlled Accumulation Period will be postponed such that the number of months
included in the Controlled Accumulation Period will be equal to or exceed the
Accumulation Period Length. The effect of the foregoing calculation is to
permit the reduction of the length of the Controlled Accumulation Period based
on the investor interest of certain other Series which are scheduled to be in
their revolving periods during the Controlled Accumulation Period and on
increases in the principal payment rate occurring after the Closing Date. The
length of the Controlled Accumulation Period will not be determined to be less
than one month.

SUBORDINATION

The Class B Certificates and the Collateral Interest will be subordinated to
the extent necessary to fund certain payments with respect to the Class A
Certificates. In addition, the Collateral Interest will be subordinated to the
extent necessary to fund certain payments with respect to the Class B
Certificates. Certain principal payments otherwise allocable to the Class B
Certificateholders may be reallocated to cover amounts in respect of the Class
A Certificates and the Class B Investor Interest may be reduced if the
Collateral Interest is equal to zero. Similarly, certain principal payments
allocable to the Collateral Interest may be reallocated to cover amounts in
respect of the Class A Certificates and the Class B Certificates and the
Collateral Interest may be reduced. To the extent the Class B Investor Interest
is reduced, the percentage of collections of Finance Charge Receivables
allocated to the Class B Certificates in subsequent Monthly Periods will be
reduced. Moreover, to the extent the amount of such reduction in

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<PAGE> 31
the Class B Investor Interest is not reimbursed, the amount of principal
distributable to the Class B Certificateholders, and the amounts available to
be distributed with respect to interest on the Class B Certificates, will be
reduced. No principal will be paid to the Class B Certificateholders until the
Class A Investor Interest is paid in full. See "--Allocation Percentages,"
"--Reallocation of Cash Flows" and "--Application of Collections--Excess
Spread; Shared Excess Finance Charge Collections" in this Prospectus
Supplement.

ALLOCATION PERCENTAGES

Pursuant to the Agreement, with respect to each Monthly Period the Servicer
will allocate among the Investor Interest, the investor interest for all other
Series issued and outstanding and the Transferor Interest, all amounts
collected on Finance Charge Receivables, all amounts collected on Principal
Receivables and all Default Amounts with respect to such Monthly Period. Each
"Monthly Period" will be the period from and including the first day of a
calendar month to and including the last day of such calendar month (other than
the initial Monthly Period, which will commence on and include the Closing Date
and end on and include ______ ___, 199_).

Collections of Finance Charge Receivables and Default Amounts at any time and
collections of Principal Receivables during the Revolving Period will be
allocated to the Investor Interest based on the Floating Investor Percentage.
The "Floating Investor Percentage" means, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Adjusted
Investor Interest 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
Investor Interest) and the denominator of which is the greater of (x) the
aggregate amount of Principal Receivables as of the close of business on the
last day of the preceding Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables as of the close of business on the day immediately preceding the
Closing Date, and with respect to the second calendar month in the first
Monthly Period, the aggregate amount of Principal Receivables as of the close
of business on the last day of the first calendar month in such first Monthly
Period) and (y) 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 on
such date of determination; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs or in which a Removal Date occurs 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, the amount in clause (x) above shall be (i)
the aggregate amount of Principal Receivables in the Trust as of the close of
business on the last day of the prior Monthly Period for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date or Removal Date and (ii) the aggregate amount of Principal
Receivables in the Trust as of the beginning of the day on the related Addition
Date or Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from the Trust on the related Addition Date or
Removal Date, as the case may be, for the period from and including the related
Addition Date or Removal Date to and including the last day of such Monthly
Period. The amounts so allocated will be further allocated between the Class A
Certificateholders, Class B Certificateholders and the Collateral Interest
Holder based on the Class A Floating Allocation, the Class B Floating
Allocation and the Collateral Floating Allocation, respectively. The "Class A
Floating Allocation" means, with respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is equal to the Class A Adjusted Investor Interest as of the
close of business on the last day of the preceding Monthly Period (or with
respect to the first Monthly Period, as of the Closing Date) and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day. The "Class B Floating Allocation" means, with respect
to any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class B
Investor Interest as of the close of business on the last day of the preceding
Monthly Period (or with respect to the first Monthly Period, as of the Closing
Date) and the denominator of which is equal to the Adjusted Investor Interest
as of the close of business on such day. The "Collateral Floating Allocation"
means, with respect to any Monthly Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is
equal to the Collateral Interest as of the close of business on the last day of
the preceding Monthly Period (or with respect to the first Monthly Period, as
of the Closing Date) and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on such day.

Collections of Principal Receivables during the Controlled Accumulation
Period and Rapid Amortization Period will be allocated to the Investor Interest
based on the Fixed Investor Percentage. The "Fixed Investor Percentage" means,
with respect to any Monthly Period, the percentage equivalent of a fraction,
the numerator of which is the

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<PAGE> 32
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (x) the aggregate amount
of Principal Receivables as of the close of business on the last day of the
prior Monthly Period and (y) the sum of the numerators used to calculate the
Investor Percentages for allocations with respect to Principal Receivables for
all outstanding Series for such Monthly Period; provided, however, that if
Series 199_-___ is paired with a Paired Series and a Pay Out Event occurs with
respect to such Paired Series during the Controlled Accumulation Period, the
Transferor may, by written notice delivered to the Trustee and the Servicer,
designate a different numerator (provided that such numerator is not less than
the Adjusted Investor Interest (less the balance on deposit in the Principal
Account) as of the last day of the revolving period for such Paired Series);
provided, however, that with respect to any Monthly Period in which an Addition
Date occurs or in which a Removal Date occurs 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, the
amount in clause (x) above shall be (i) the aggregate amount of Principal
Receivables in the Trust as of the close of business on the last day of the
prior Monthly Period for the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date and
(ii) the aggregate amount of Principal Receivables in the Trust at the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the related Addition Date or Removal Date, as the case may
be, for the period from and including the related Addition Date or Removal Date
to and including the last day of such Monthly Period. The amounts so allocated
will be further allocated between the Class A Certificateholders, the Class B
Certificateholders and the Collateral Interest Holder based on the Class A
Fixed Allocation, the Class B Fixed Allocation and the Collateral Fixed
Allocation, respectively. The "Class A Fixed Allocation" means, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class A
Investor Interest as of the close of business on the last day of the Revolving
Period; provided, however, that if Series 199_-___ is paired with a Paired
Series and a Pay Out Event occurs with respect to such Paired Series during the
Controlled Accumulation Period, the Transferor may, by written notice delivered
to the Trustee and the Servicer, designate a different numerator (provided that
such numerator is not less than the Class A Adjusted Investor Interest (less
the balance on deposit in the Principal Account) as of the last day of the
revolving period for such Paired Series) and the denominator of which is equal
to the numerator used to determine the Fixed Investor Percentage with respect
to such Monthly Period. The "Class B Fixed Allocation" means, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Class B
Investor Interest as of the close of business on the last day of the Revolving
Period; provided, however, that if Series 199_-___ is paired with a Paired
Series and a Pay Out Event occurs with respect to such Paired Series during the
Controlled Accumulation Period, the Transferor may, by written notice delivered
to the Trustee and the Servicer, designate a different numerator (provided that
such numerator is not less than the Class B Investor Interest (less, if the
Class A Fixed Allocation is zero, the balance on deposit in the Principal
Account to the extent not subtracted in reducing the Class A Fixed Allocation
to zero) as of the last day of the revolving period for such Paired Series) and
the denominator of which is equal to the numerator used to determine the Fixed
Investor Percentage with respect to such Monthly Period. The "Collateral Fixed
Allocation" means, with respect to any Monthly Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is equal to the Collateral Interest as of the close of
business on the last day of the Revolving Period; provided, however, that if
Series 199_-___ is paired with a Paired Series and a Pay Out Event occurs with
respect to such Paired Series during the Controlled Accumulation Period, the
Transferor may, by written notice delivered to the Trustee and the Servicer,
designate a different numerator (provided that such numerator is not less than
the Collateral Interest (less, if the Class B Fixed Allocation is zero, the
balance on deposit in the Principal Account, to the extent not subtracted in
reducing the Class B Fixed Allocation to zero) as of the last day of the
revolving period for such Paired Series) and the denominator of which is equal
to the numerator used to determine the Fixed Investor Percentage with respect
to such Monthly Period.

"Class A Investor Interest" for any date means an amount equal to (a) the
aggregate initial principal amount of the Class A Certificates, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders prior
to such date, minus (c) the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs for all Transfer Dates preceding such date over the
aggregate amount of any reimbursements of Class A Investor Charge-Offs for all
Transfer Dates preceding such date; provided, however, that the Class A
Investor Interest may not be reduced below zero.

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"Class A Adjusted Investor Interest," for any date of determination, means an
amount equal to the then current Class A Investor Interest, minus the Principal
Funding Account Balance on such date.

"Class B Investor Interest" for any date means an amount equal to (a) the
aggregate initial principal amount of the Class B Certificates, minus (b) the
aggregate amount of principal payments made to Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs
for all prior Transfer Dates, minus (d) the aggregate amount of Reallocated
Class B Principal Collections for all prior Transfer Dates for which the
Collateral Interest has not been reduced, minus (e) an amount equal to the
aggregate amount by which the Class B Investor Interest has been reduced to
fund the Class A Investor Default Amount on all prior Transfer Dates as
described under "--Defaulted Receivables; Investor Charge-Offs" in this
Prospectus Supplement and plus (f) the aggregate amount of Excess Spread and
Shared Excess Finance Charge Collections allocated and available on all prior
Transfer Dates for the purpose of reimbursing amounts deducted pursuant to the
foregoing clauses (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.

"Collateral Interest" for any date means an amount equal to (a) initially
$________ (the "Initial Collateral Interest"), minus (b) the aggregate amount
of principal payments made to the Collateral Interest Holder prior to such
date, minus (c) the aggregate amount of Collateral Charge-Offs for all prior
Transfer Dates, minus (d) the aggregate amount of Reallocated Principal
Collections for all prior Transfer Dates, minus (e) an amount equal to the
aggregate amount by which the Collateral Interest has been reduced to fund the
Class A Investor Default Amount and the Class B Investor Default Amount on all
prior Transfer Dates as described under "-- Defaulted Receivables; Investor
Charge-Offs" in this Prospectus Supplement plus (f) the aggregate amount of
Excess Spread and Shared Excess Finance Charge Collections allocated and
available on all prior Transfer Dates for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however,
that the Collateral Interest may not be reduced below zero.

"Investor Interest," for any date of determination, means an amount equal to
the sum of (a) the Class A Investor Interest, (b) the Class B Investor Interest
and (c) the Collateral Interest.

REALLOCATION OF CASH FLOWS

With respect to each Transfer Date, the Servicer will determine the amount
(the "Class A Required Amount"), which will be equal to the amount, if any, by
which the sum of (a) Class A Monthly Interest due on the related Distribution
Date and overdue Class A Monthly Interest and Class A Additional Interest
thereon, if any, (b) the Class A Servicing Fee for the related Monthly Period
and overdue Class A Servicing Fee, if any, and (c) the Class A Investor Default
Amount, if any, for the related Monthly Period exceeds the Class A Available
Funds for the related Monthly Period. If the Class A Required Amount is greater
than zero, Excess Spread and Shared Excess Finance Charge Collections allocated
to Series 199_-___ and available for such purpose will be used to fund the
Class A Required Amount with respect to such Transfer Date. If such Excess
Spread and Shared Excess Finance Charge Collections are insufficient to fund
the Class A Required Amount, first, Reallocated Collateral Principal
Collections and, then, Reallocated Class B Principal Collections will be used
to fund the remaining Class A Required Amount. If Reallocated Principal
Collections with respect to the related Monthly Period, together with such
Excess Spread and Shared Excess Finance Charge Collections, are insufficient to
fund the remaining Class A Required Amount for such related Monthly Period,
then the Collateral Interest (after giving effect to reductions for any
Collateral Charge-Offs and Reallocated Principal Collections on such Transfer
Date) will be reduced by the amount of such excess (but not by more than the
Class A Investor Default Amount for such Monthly Period). In the event that
such reduction would cause the Collateral Interest to be a negative number, the
Collateral Interest will be reduced to zero, and the Class B Investor Interest
(after giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections for which the Collateral Interest was
not reduced on such Transfer Date) will be reduced by the amount by which the
Collateral Interest would have been reduced below zero (but not by more than
the excess of the Class A Investor Default Amount, if any, for such Monthly
Period over the amount of such reduction, if any, of the Collateral Interest
with respect to such Monthly Period). In the event that such reduction would
cause the Class B Investor Interest to be a negative number, the Class B
Investor Interest will be reduced to zero and the Class A Investor Interest
will be reduced by the amount by which the Class B Investor Interest would have
been reduced below zero (but not by more than the excess, if any, of the Class
A Investor Default Amount for such Monthly Period over the amount of the
reductions, if any, of the Collateral Interest and the Class B Investor
Interest with respect to such Monthly Period). Any such reduction in the Class
A Investor Interest

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will have the effect of slowing or reducing the return of principal and
interest to the Class A Certificateholders. In such case, the Class A
Certificateholders will bear directly the credit and other risks associated
with their interests in the Trust. See "--Defaulted Receivables; Investor
Charge-Offs" in this Prospectus Supplement.

With respect to each Transfer Date, the Servicer will determine the amount
(the "Class B Required Amount"), which will be equal to the sum of (a) the
amount, if any, by which the sum of (i) Class B Monthly Interest due on the
related Distribution Date and overdue Class B Monthly Interest and Class B
Additional Interest thereon, if any, and (ii) the Class B Servicing Fee for the
related Monthly Period and overdue Class B Servicing Fee, if any, exceeds the
Class B Available Funds for the related Monthly Period and (b) the Class B
Investor Default Amount, if any, for the related Monthly Period. If the Class B
Required Amount is greater than zero, Excess Spread and Shared Excess Finance
Charge Collections allocated to Series 199_-___ not required to pay the Class A
Required Amount or reimburse Class A Investor Charge-Offs will be used to fund
the Class B Required Amount with respect to such Transfer Date. If such Excess
Spread and Shared Excess Finance Charge Collections are insufficient to fund
the Class B Required Amount, Reallocated Collateral Principal Collections not
required to fund the Class A Required Amount for the related Monthly Period
will be used to fund the remaining Class B Required Amount. If such Reallocated
Collateral Principal Collections with respect to the related Monthly Period,
together with such Excess Spread and Shared Excess Finance Charge Collections
are insufficient to fund the remaining Class B Required Amount, then the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and Reallocated Principal Collections on such Transfer Date and
after any adjustments made thereto for the benefit of the Class A
Certificateholders) will be reduced by the amount of such deficiency (but not
by more than the Class B Investor Default Amount for such Monthly Period). In
the event that such a reduction would cause the Collateral Interest to be a
negative number, the Collateral Interest will be reduced to zero, and the Class
B Investor Interest will be reduced by the amount by which the Collateral
Interest would have been reduced below zero (but not by more than the excess of
the Class B Investor Default Amount for such Monthly Period over the amount of
such reduction of the Collateral Interest). Any such reduction in the Class B
Investor Interest will have the effect of slowing or reducing the return of
principal and interest to the Class B Certificateholders. In such case, the
Class B Certificateholders will bear directly the credit and other risks
associated with their interests in the Trust. See "--Defaulted Receivables;
Investor Charge-Offs" in this Prospectus Supplement.

Reductions of the Class A Investor Interest or Class B Investor Interest
described above shall be reimbursed by, and the Class A Investor Interest or
Class B Investor Interest increased to the extent of, Excess Spread and Shared
Excess Finance Charge Collections available for such purposes on each Transfer
Date. See "--Application of Collections--Excess Spread; Shared Excess Finance
Charge Collections" in this Prospectus Supplement. When such reductions of the
Class A Investor Interest and Class B Investor Interest have been fully
reimbursed, reductions of the Collateral Interest shall be reimbursed until
reimbursed in full in a similar manner.

"Required Amount" for any Monthly Period means the sum of (a) the Class A
Required Amount and (b) the Class B Required Amount, each for such Monthly
Period.

"Reallocated Class B Principal Collections" for any Monthly Period means
collections of Principal Receivables allocable to the Class B Investor Interest
for the related Monthly Period in an amount not to exceed the amount applied to
fund the Class A Required Amount, if any; provided, however, that such amount
will not exceed the Class B Investor Interest after giving effect to any Class
B Investor Charge-Offs for the related Transfer Date.

"Reallocated Collateral Principal Collections" for any Monthly Period means
collections of Principal Receivables allocable to the Collateral Interest for
the related Monthly Period in an amount not to exceed the amount applied to
fund the Class A Required Amount and the Class B Required Amount, if any;
provided, however, that such amount will not exceed the Collateral Interest
after giving effect to any Collateral Charge-Offs for the related Transfer
Date.

"Reallocated Principal Collections" for any Monthly Period means the sum of
(a) the Reallocated Class B Principal Collections for such Monthly Period, if
any, and (b) the Reallocated Collateral Principal Collections for such Monthly
Period, if any.

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APPLICATION OF COLLECTIONS

Allocations. Except as otherwise provided below, the Servicer will deposit
into the Collection Account, no later than the second business day following
the date of processing, any payment collected by the Servicer on the
Receivables. On the same day as any such deposit is made, the Servicer will
make the deposits and payments to the accounts and parties as indicated below;
provided, however, that for as long as Bank of America remains the Servicer
under the Agreement and (a) (i) the Servicer provides to the Trustee a letter
of credit or other credit enhancement covering the risk of collection of the
Servicer and (ii) the Transferor shall have received a notice from each Rating
Agency that reliance on such letter of credit or other credit enhancement would
not result in the lowering of such Rating Agency's then-existing rating of any
Series then outstanding or (b) the Servicer has and maintains a certificate of
deposit or short-term deposit rating of P-1 by Moody's and of A-1 by Standard &
Poor's and deposit insurance provided by the FDIC, then the Servicer may make
such deposits and payments on the business day immediately prior to the
Distribution Date (the "Transfer Date") in an amount equal to the net amount of
such deposits and payments which would have been made had the conditions of
this proviso not applied. Currently, Bank of America remains the Servicer and
maintains a certificate of deposit or short-term deposit rating of P-1 by
Moody's and of A-1+ by Standard & Poor's and deposit insurance provided by the
FDIC.

With respect to the Certificates and any Monthly Period, and notwithstanding
anything in the Agreement to the contrary, whether the Servicer is required to
make monthly or daily deposits from the Collection Account into the Finance
Charge Account or the Principal Account (i) the Servicer will only be required
to deposit Collections from the Collection Account into the Finance Charge
Account or the Principal Account up to the required amount to be deposited into
any such deposit account or, without duplication, distributed on or prior to
the related Distribution Date to Certificateholders or to the Collateral
Interest Holder and (ii) if at any time prior to such Distribution Date the
amount of Collections deposited in the Collection Account exceeds the amount
required to be deposited pursuant to clause (i) above, the Servicer will be
permitted to withdraw the excess from the Collection Account.

Payment of Interest, Fees and Other Items. On each Transfer Date, the
Trustee, acting pursuant to the Servicer's instructions, will apply the Class A
Available Funds, Class B Available Funds and Collateral Available Funds in the
Finance Charge Account in the following priority:

(a) On each Transfer Date, an amount equal to the Class A Available
Funds will be distributed in the following priority:

(i) an amount equal to Class A Monthly Interest for the related
Distribution Date, plus the amount of any overdue Class A
Monthly Interest and Class A Additional Interest thereon, if
any, will be deposited into the Distribution Account for
distribution to Class A Certificateholders on such
Distribution Date;

(ii) an amount equal to the Class A Servicing Fee for the related
Monthly Period, plus the amount of any overdue Class A
Servicing Fee, will be paid to the Servicer;

(iii) an amount equal to the Class A Investor Default Amount, if
any, for the related Monthly Period will be treated as a
portion of Available Investor Principal Collections and
deposited into the Principal Account on such Transfer Date;
and

(iv) the balance, if any, will constitute a portion of Excess
Spread and will be allocated and distributed as described
under "--Excess Spread; Shared Excess Finance Charge
Collections" in this Prospectus Supplement.

(b) On each Transfer Date, an amount equal to the Class B Available Funds
will be distributed in the following priority:

(i) an amount equal to Class B Monthly Interest for the related
Distribution Date, plus the amount of any overdue Class B
Monthly Interest and Class B Additional Interest thereon, if
any, will be deposited into the Distribution Account for
distribution to Class B Certificateholders on such
Distribution Date;

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(ii) an amount equal to the Class B Servicing Fee for the related
Monthly Period, plus the amount of any overdue Class B
Servicing Fee, will be paid to the Servicer; and

(iii) the balance, if any, will constitute a portion of Excess
Spread and will be allocated and distributed as described
under "--Excess Spread; Shared Excess Finance Charge
Collections" in this Prospectus Supplement.

(c) On each Transfer Date, an amount equal to the Collateral Available
Funds will be distributed in the following priority:

(i) if Bank of America, an affiliate thereof or an Acceptable
Successor Servicer is not the Servicer, an amount equal to the
Collateral Interest Servicing Fee for the related Monthly
Period, plus the amount of any overdue Collateral Interest
Servicing Fee, will be paid to the Servicer; and

(ii) the balance, if any, will constitute a portion of Excess
Spread and will be allocated and distributed as described
under "--Excess Spread; Shared Excess Finance Charge
Collections" in this Prospectus Supplement.

"Class A Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class A Certificate Rate for the related Interest
Period, (ii) the actual number of days in such Interest Period divided by 360
and (iii) the outstanding principal balance of the Class A Certificates as of
the related Record Date; provided, however, with respect to the first
Distribution Date, Class A Monthly Interest will be equal to the interest
accrued on the initial outstanding principal balance of the Class A
Certificates at the applicable Class A Certificate Rate for the period from and
including the Closing Date through and including ____ __, 199_.

"Class B Monthly Interest" with respect to any Distribution Date will equal
the product of (i) the Class B Certificate Rate for the related Interest
Period, (ii) the actual number of days in such Interest Period divided by 360
and (iii) the outstanding principal balance of the Class B Certificates as of
the related Record Date; provided, however, with respect to the first
Distribution Date, Class B Monthly Interest will be equal to the interest
accrued on the initial outstanding principal balance of the Class B
Certificates at the applicable Class B Certificate Rate for the period from and
including the Closing Date through and including ____ __, 199_.

"Collateral Available Funds" means, with respect to any Monthly Period, an
amount equal to the Collateral Floating Allocation of collections of Finance
Charge Receivables allocated to the Investor Interest and deposited in the
Finance Charge Account with respect to such Monthly Period (excluding the
portion of collections of Finance Charge Receivables attributable to
Interchange that is allocable to Servicer Interchange).

"Excess Spread" means, with respect to any Transfer Date, an amount equal to
the sum of the amounts described in clause (a) (iv), clause (b) (iii) and
clause (c) (ii) above.

Excess Spread; Shared Excess Finance Charge Collections. On each Transfer
Date, the Trustee, acting pursuant to the Servicer's instructions, will apply
Excess Spread and Shared Excess Finance Charge Collections allocated to Series
199_-___ with respect to the related Monthly Period, to make the following
distributions in the following priority:

(a) an amount equal to the Class A Required Amount, if any, with respect
to such Transfer Date will be used to fund the Class A Required Amount;
provided, however, that in the event the Class A Required Amount for such
Transfer Date exceeds the amount of Excess Spread and Shared Excess Finance
Charge Collections allocated to Series 199_-___, such Excess Spread and
Shared Excess Finance Charge Collections allocated to Series 199_-___ shall
be applied first to pay amounts due with respect to such Transfer Date
pursuant to clause (a)(i) above under "-- Payment of Interest, Fees and Other
Items"; second to pay amounts due with respect to such Transfer Date pursuant
to clause (a) (ii) above under "--Payment of Interest, Fees and Other Items";
and third to pay amounts due with respect to such Transfer Date pursuant to
clause (a) (iii) under "--Payment of Interest, Fees and Other Items" above;

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(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed (after giving effect to
the allocation on such Transfer Date of certain other amounts applied for
that purpose) will be deposited into the Principal Account and treated as a
portion of Available Investor Principal Collections for such Transfer Date as
described under "--Payments of Principal" below;

(c) an amount equal to the Class B Required Amount, if any, with respect
to such Transfer Date will be used to fund the Class B Required Amount;
provided, however, that in the event the Class B Required Amount for such
Transfer Date exceeds the amount of Excess Spread and Shared Excess Finance
Charge Collections allocated to Series 199_-___, such Excess Spread and
Shared Excess Finance Charge Collections allocated to Series 199_-___ shall
be applied first to pay amounts due with respect to such Transfer Date
pursuant to clause (b)(i) above under "-- Payment of Interest, Fees and Other
Items"; second to pay amounts due with respect to such Transfer Date pursuant
to clause (b) (ii) above under "--Payment of Interest, Fees and Other Items"
and third, the amount remaining, up to the Class B Investor Default Amount,
will be deposited into the Principal Account and treated as a portion of
Available Investor Principal Collections for such Transfer Date as described
under "--Payments of Principal" below;

(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the initial Class B Investor
Interest for reasons other than the payment of principal to the Class B
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) will be deposited into
the Principal Account and treated as a portion of Available Investor
Principal Collections for such Transfer Date as described under "--Payments
of Principal" below;

(e) an amount equal to the Collateral Monthly Interest for the related
Distribution Date, plus the amount of any Collateral Monthly Interest
previously due but not distributed to the Collateral Interest Holder on a
prior Distribution Date, will be deposited into the Distribution Account on
such Transfer Date and distributed to the Collateral Interest Holder on the
related Distribution Date in accordance with the Loan Agreement;

(f) if Bank of America, an affiliate thereof or an Acceptable Successor
Servicer is the Servicer, an amount equal to the Collateral Interest
Servicing Fee for the related Monthly Period, plus the amount of any overdue
Collateral Interest Servicing Fee, will be paid to the Servicer;

(g) an amount equal to the aggregate Collateral Default Amount, if any,
for such Transfer Date will be deposited into the Principal Account and
treated as a portion of Available Investor Principal Collections for such
Transfer Date as described under "--Payments of Principal" below;

(h) an amount equal to the aggregate amount by which the Collateral
Interest has been reduced below the Required Collateral Interest for reasons
other than the payment of principal to the Collateral Interest Holder (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) will be deposited into the Principal Account and
treated as a portion of Available Investor Principal Collections for such
Transfer Date as described under "--Payments of Principal" below;

(i) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as
described under "--Reserve Account" in this Prospectus Supplement an amount
up to the excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount will be deposited into the Reserve Account;

(j) an amount equal to the aggregate of any other amounts then due to
the Collateral Interest Holder out of collections of Excess Spread and Shared
Excess Finance Charge Collections allocated to Series 199_-___ pursuant to
the Loan Agreement shall be deposited into the Distribution Account on such
Transfer Date and distributed to the Collateral Interest Holder on the
related Distribution Date for application in accordance with the Loan
Agreement; and

(k) the balance, if any, will constitute a portion of Shared Excess
Finance Charge Collections for such Distribution Date and will be available
for allocation in the following order of priority: (1) first, to other Series
in Shared Excess Finance Charge Collections Group one and then, (2) to Series
in other Shared Excess Finance

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<PAGE> 38

Charge Collections Groups, if any, or (3) to the holder of the Transferor
Certificate as described in "Description of the Certificates--Shared Excess
Finance Charge Collections" in the accompanying Prospectus.

"Collateral Monthly Interest" with respect to any Distribution Date will
equal the product of (a) an amount equal to LIBOR plus 1.0% per annum, or such
lesser amount as may be designated in the Loan Agreement (the "Collateral
Rate"), (b) the actual number of days in the related Interest Period divided by
360 and (c) the Collateral Interest as of the related Record Date or, with
respect to the first Distribution Date, the Initial Collateral Interest.

Payments of Principal. On each Transfer Date, the Trustee, acting pursuant to
the Servicer's instructions, will distribute Available Investor Principal
Collections (see "--Principal Payments" above) on deposit in the Principal
Account in the following priority:

(a) on each Transfer Date with respect to the Revolving Period, all such
Available Investor Principal Collections will be distributed or deposited in
the following priority:

(i) an amount equal to the Collateral Monthly Principal will be
deposited into the Distribution Account on such Transfer Date
and distributed on the related Distribution Date to the
Collateral Interest Holder in accordance with the Loan
Agreement; and

(ii) the balance will be treated as Shared Excess Principal
Collections and applied as described under "Description of the
Certificates--Shared Excess Principal Collections" in this
Prospectus Supplement and in the accompanying Prospectus;

(b) on each Transfer Date with respect to the Controlled Accumulation
Period or the Rapid Amortization Period, all such Available Investor
Principal Collections will be distributed or deposited in the following
priority:

(i) an amount equal to Class A Monthly Principal will be deposited
in the Principal Funding Account (during the Controlled
Accumulation Period) or deposited into the Distribution
Account for distribution to the Class A Certificateholders
(during the Rapid Amortization Period); and

(ii) for each Transfer Date after the Class A Investor Interest has
been paid in full (after taking into account payments to be
made on the related Distribution Date), an amount equal to the
Class B Monthly Principal for such Transfer Date will be
deposited into the Distribution Account for distribution to
the Class B Certificateholders;

(c) on each Transfer Date with respect to the Controlled Accumulation
Period and the Rapid Amortization Period in which a reduction in the Required
Collateral Interest has occurred, Available Investor Principal Collections
not applied to Class A Monthly Principal or Class B Monthly Principal will be
applied on the related Distribution Date to reduce the Collateral Interest to
the Required Collateral Interest; and

(d) on each Transfer Date with respect to the Controlled Accumulation
Period and the Rapid Amortization Period, the balance of Available Investor
Principal Collections not applied pursuant to (b) and (c) above, if any, will
be treated as Shared Excess Principal Collections and applied as described
under "Description of the Certificates--Shared Excess Principal Collections"
in this Prospectus Supplement and in the accompanying Prospectus.

"Class A Monthly Principal" with respect to any Transfer Date relating to the
Controlled Accumulation Period or the Rapid Amortization Period, prior to the
payment in full of the Class A Investor Interest, will equal the least of (i)
the Available Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each Transfer Date with
respect to the Controlled Accumulation Period, prior to the payment in full of
the Class A Investor Interest, and on or prior to the Class A Scheduled Payment
Date, the applicable Controlled Deposit Amount for such Transfer Date and (iii)
the Class A Adjusted Investor Interest prior to any deposits on such Transfer
Date.

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"Class B Monthly Principal" with respect to any Transfer Date relating to the
Controlled Accumulation Period, beginning with the Transfer Date following the
Monthly Period in which the Class A Investor Interest has been paid in full, or
with respect to any Transfer Date relating to the Rapid Amortization Period,
beginning with the Transfer Date immediately preceding the Distribution Date on
which the Class A Certificates have been paid in full (after taking into
account payments to be made on the related Distribution Date), will equal the
lesser of (i) the Available Investor Principal Collections on deposit in the
Principal Account with respect to such Transfer Date (minus the portion of such
Available Investor Principal Collections applied to Class A Monthly Principal
on such Transfer Date) and (ii) the Class B Investor Interest for such Transfer
Date.

"Collateral Monthly Principal" means (a) with respect to any Transfer Date
relating to the Revolving Period following any reduction of the Required
Collateral Interest pursuant to clause (3) of the proviso in the definition
thereof, an amount equal to the lesser of (i) the excess, if any, of the
Collateral Interest (after giving effect to reductions for any Collateral
Charge-Offs and Reallocated Principal Collections on such Transfer Date and
after giving effect to any adjustments thereto for the benefit of the Class A
Certificateholders and the Class B Certificateholders on such Transfer Date)
over the Required Collateral Interest on such Transfer Date, and (ii) the
Available Investor Principal Collections on such Transfer Date or (b) with
respect to any Transfer Date relating to the Controlled Accumulation Period or
Rapid Amortization Period, an amount equal to the lesser of (i) the excess, if
any, of the Collateral Interest (after giving effect to reductions for any
Collateral Charge-Offs and Reallocated Principal Collections on such Transfer
Date and after giving effect to any adjustments thereto for the benefit of the
Class A Certificateholders and the Class B Certificateholders on such Transfer
Date) over the Required Collateral Interest on such Transfer Date, and (ii) the
excess, if any, of (A) the Available Investor Principal Collections on such
Transfer Date over (B) the sum of the Class A Monthly Principal and the Class B
Monthly Principal for such Transfer Date.

"Controlled Accumulation Amount" means (a) for any Transfer Date with respect
to the Controlled Accumulation Period, prior to the payment in full of the Class
A Investor Interest, $_________; provided, however, that if the commencement of
the Controlled Accumulation Period is delayed as described above under
"--Postponement of Controlled Accumulation Period," the Controlled Accumulation
Amount may be higher than the amount stated above for each Transfer Date with
respect to the Controlled Accumulation Period and will be determined by the
Servicer in accordance with the Agreement based on the principal payment rates
for the Accounts and on the investor interests of other Series (other than
certain excluded Series) which are scheduled to be in their revolving periods
and then scheduled to create Shared Excess Principal Collections during the
Controlled Accumulation Period and (b) for any Transfer Date with respect to the
Controlled Accumulation Period after the payment in full of the Class A Investor
Interest, an amount equal to the Class B Investor Interest on such Transfer
Date.

"Accumulation Shortfall" means (a) on the first Transfer Date with respect to
the Controlled Accumulation Period, the excess, if any, of the Controlled
Accumulation Amount for such Transfer Date over the amount distributed from the
Principal Account as Class A Monthly Principal for such Transfer Date and (b)
on each subsequent Transfer Date with respect to the Controlled Accumulation
Period, the excess, if any, of the applicable Controlled Accumulation Amount
for such subsequent Transfer Date plus any Accumulation Shortfall for the prior
Transfer Date over the amount distributed from the Principal Account as Class A
Monthly Principal for such subsequent Transfer Date.

SHARED EXCESS FINANCE CHARGE COLLECTIONS

The Series 199_-___ Certificates will be the _____ Series issued by the
Trust, outstanding as of the Closing Date, included in a group of Series
designated "Shared Excess Finance Charge Collections Group One." Series 1996-A,
Series 1996-B, Series 1997-A, Series 1997-B, Series 1997-C, Series 1998-A,
Series 1998-B and Series 1998-C are also included in Shared Excess Finance
Charge Collections Group One. In the future, the Transferor may, but will not
be required to, designate other Series that are issued by the Trust to be
included in Shared Excess Finance Charge Collections Group One or other Shared
Excess Finance Charge Collections Groups although there can be no assurance
that any other Series will be issued by the Trust or, if issued, will be
designated by the Transferor to be included in Shared Excess Finance Charge
Collections Group One or other Shared Excess Finance Charge Collections Groups.

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<PAGE> 40

Collections of Finance Charge Receivables for any Monthly Period allocated to
the Investor Interest will first be used to cover, with respect to any Monthly
Period, all amounts described under "--Application of Collections--Payment of
Interest, Fees and Other Items" and "--Application of Collections--Excess
Spread; Shared Excess Finance Charge Collections" in this Prospectus
Supplement. The Servicer will then determine (i) the amount of collections of
Finance Charge Receivables for any Monthly Period allocated to the Investor
Interest remaining after covering such required payments to the
Certificateholders and the Collateral Interest Holders, (ii) any similar
amounts remaining with respect to any other Series in Shared Excess Finance
Charge Collections Group One and (iii) any similar amounts remaining with
respect to Series in other Shared Excess Finance Charge Collections Groups,
after such other Groups have completed the sharing of excess collections of
finance charge receivables among the Series within such Group (such amounts, if
any, the "Intergroup Excess Finance Charge Collections") that are available to
be applied with respect to Shared Excess Finance Charge Collections Group One,
as described below (the sum of the amounts referred to in clauses (i) through
(iii), the "Shared Excess Finance Charge Collections"). The Servicer will
allocate any Shared Excess Finance Charge Collections to cover any required
distributions to certificateholders for any Series in Shared Excess Finance
Charge Collections Group One entitled thereto which have not been covered out
of the collections of Finance Charge Receivables allocable to such Series
("Finance Charge Shortfalls") and then, to cover any required distributions to
certificateholders for any Series in other Shared Excess Finance Charge
Collections Groups, if any, entitled thereto which have not been covered out of
the collections of Finance Charge Receivables allocable to such Series or other
Series within the related Shared Excess Finance Charge Collections Group (such
amounts, together with all Finance Charge Shortfalls with respect to Series in
Shared Excess Finance Charge Collections Group One, the "Aggregate Finance
Charge Shortfall"). If Finance Charge Shortfalls exceed Shared Excess Finance
Charge Collections for any Monthly Period, Shared Excess Finance Charge
Collections will be allocated pro rata among the applicable Series in Shared
Excess Finance Charge Collections Group One based on the relative amounts of
Finance Charge Shortfalls. The Servicer will allocate any Intergroup Excess
Finance Charge Collections to cover the Aggregate Finance Charge Shortfall. If
the Aggregate Finance Charge Shortfall exceeds the amount of Intergroup Excess
Finance Charge Collections available for such Monthly Period, Intergroup Excess
Finance Charge Collections will be allocated pro rata among the Series in the
applicable Shared Excess Finance Charge Collections Groups based on the portion
of the Aggregate Finance Charge Shortfall allocable to each such Series. To the
extent that Shared Excess Finance Charge Collections, as defined with respect
to all Series in all Shared Excess Finance Charge Collections Groups exceed the
Aggregate Finance Charge Shortfall, the balance will be paid to the holder of
the Transferor Certificate. See "Description of Certificates--Shared Excess
Finance Charge Collections" in the accompanying Prospectus for a discussion of
the limitations on the availability of Shared Excess Finance Charge
Collections.

SHARED EXCESS PRINCIPAL COLLECTIONS

The Series 199_-___ Certificates will be the _____ Series issued by the
Trust, outstanding as of the Closing Date, included in the Shared Excess
Principal Collections Group. Series 1996-A, Series 1996-B, Series 1997-A,
Series 1997-B, Series 1997-C, Series 1998-A, Series 1998-B and Series 1998-C
are also included in the Shared Excess Principal Collections Group. In the
future, the Transferor may, but will not be required to, designate other Series
that are issued by the Trust to be included in the Shared Excess Principal
Collections Group although there can be no assurance that any other Series will
be issued by the Trust or, if issued, will be designated by the Transferor to
be included in the Shared Excess Principal Collections Group.

Collections of Principal Receivables for any Monthly Period allocated to the
Investor Interest will first be used to cover, with respect to any Monthly
Period during the Controlled Accumulation Period, deposits of the applicable
Controlled Deposit Amount to the Principal Funding Account or the Distribution
Account, and during the Rapid Amortization Period, payments to the
Certificateholders and then under certain circumstances payments to the
Collateral Interest Holder. The Servicer will determine the amount of
collections of Principal Receivables for any Monthly Period allocated to the
Investor Interest remaining after covering required payments to the
Certificateholders and any similar amount remaining for any other Series in the
Shared Excess Principal Collections Group ("Shared Excess Principal
Collections"). The Servicer will allocate the Shared Excess Principal
Collections to cover any scheduled or permitted principal distributions to
certificateholders and deposits to principal funding accounts, if any, for any
Series entitled thereto which have not been covered out of the collections of
Principal Receivables allocable to such Series and certain other amounts for
such Series ("Principal Shortfalls"). Shared Excess Principal Collections will
not be used to cover investor charge-offs for any Series. If Principal
Shortfalls exceed Shared Excess Principal Collections for any Monthly Period,
Shared Excess Principal Collections will be

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allocated pro rata among the applicable Series in the Shared Excess Principal
Collections Group based on the relative amounts of Principal Shortfalls. To the
extent that Shared Excess Principal Collections exceed Principal Shortfalls,
the balance will, subject to certain limitations, be paid to the holder of the
Transferor Certificate.

REQUIRED COLLATERAL INTEREST

The "Required Collateral Interest" with respect to any Transfer Date means
(i) initially $_________ and (ii) thereafter on each Transfer Date an amount
equal to [___]% of the sum of the Class A Adjusted Investor Interest and the
Class B Investor Interest on such Transfer Date, after taking into account
deposits into the Principal Funding Account on such Transfer Date and payments
to be made on the related Distribution Date, and the Collateral Interest on the
prior Transfer Date after any adjustments made on such Transfer Date, but not
less than $________; provided, however, that (1) if certain reductions in the
Collateral Interest are made or if a Pay Out Event occurs, the Required
Collateral Interest for such Transfer Date shall equal the Required Collateral
Interest for the Transfer Date immediately preceding the occurrence of such
reduction or Pay Out Event, (2) in no event shall the Required Collateral
Interest exceed the unpaid principal amount of the Certificates as of the last
day of the Monthly Period preceding such Transfer Date after taking into
account payments to be made on the related Distribution Date and (3) the
Required Collateral Interest may be reduced to a lesser amount at any time if
the Rating Agency Condition is satisfied.

"Rating Agency Condition" means the notification in writing by each Rating
Agency to the Transferor, the Servicer and the Trustee that a proposed action
will not result in such Rating Agency reducing or withdrawing its then existing
rating of the investor certificates of any outstanding Series or class with
respect to which it is a Rating Agency.

With respect to any Transfer Date, if the Collateral Interest is less than
the Required Collateral Interest, certain Excess Spread and Shared Excess
Finance Charge Collections allocated to Series 199_-___, if available, will be
allocated to increase the Collateral Interest to the extent of such shortfall.
Any of such Excess Spread and Shared Excess Finance Charge Collections
allocated to Series 199_-___ not required to be so allocated or deposited into
the Reserve Account with respect to any Transfer Date will be applied in
accordance with the Loan Agreement. See "--Application of Collections--Excess
Spread; Shared Excess Finance Charge Collections" in this Prospectus
Supplement.

DEFAULTED RECEIVABLES; INVESTOR CHARGE-OFFS

On or before each Transfer Date, the Servicer will calculate the Aggregate
Investor Default Amount for the preceding Monthly Period. The term "Aggregate
Investor Default Amount" means, for any Monthly Period, the sum of the Investor
Default Amounts for such Monthly Period. The term "Investor Default Amount"
means, for any Defaulted Account, the product of (a) the Floating Investor
Percentage on the day such Account became a Defaulted Account and (b) the
aggregate amount of Principal Receivables (other than Ineligible Receivables)
in such Account on the day such Account became a Defaulted Account (the
"Default Amount"). A portion of the Aggregate Investor Default Amount will be
allocated to the Class A Certificateholders (the "Class A Investor Default
Amount") on each Transfer Date in an amount equal to the product of the Class A
Floating Allocation applicable during the related Monthly Period and the
Aggregate Investor Default Amount for such Monthly Period. A portion of the
Aggregate Investor Default Amount will be allocated to the Class B
Certificateholders (the "Class B Investor Default Amount") on each Transfer
Date in an amount equal to the product of the Class B Floating Allocation
applicable during the related Monthly Period and the Aggregate Investor Default
Amount for such Monthly Period. A portion of the Aggregate Investor Default
Amount will be allocated to the Collateral Interest Holder (the "Collateral
Default Amount") on each Transfer Date in an amount equal to the product of the
Collateral Floating Allocation applicable during the related Monthly Period and
the Aggregate Investor Default Amount for such Monthly Period.

On each Transfer Date, if the Class A Investor Default Amount for such
Transfer Date exceeds the amount of Class A Available Funds, Excess Spread,
Shared Excess Finance Charge Collections and Reallocated Principal Collections
available to fund such amount with respect to the Monthly Period immediately
preceding such Transfer Date as described under "--Application of
Collections--Excess Spread; Shared Excess Finance Charge Collections" in this
Prospectus Supplement, the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date) will be reduced by the

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<PAGE> 42
amount of such excess, but not more than the lesser of the Class A Investor
Default Amount and the Collateral Interest (after giving effect to reductions
for any Collateral Charge-Offs and any Reallocated Principal Collections on
such Transfer Date) for such Transfer Date. In the event that such reduction
would cause the Collateral Interest to be a negative number, the Collateral
Interest will be reduced to zero, and the Class B Investor Interest (after
giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Class B Principal Collections on such Transfer Date) will be
reduced by the amount by which the Collateral Interest would have been reduced
below zero. In the event that such reduction would cause the Class B Investor
Interest to be a negative number, the Class B Investor Interest will be reduced
to zero, and the Class A Investor Interest will be reduced by the amount by
which the Class B Investor Interest would have been reduced below zero, but not
more than the Class A Investor Default Amount for such Transfer Date (a "Class
A Investor Charge-Off"), which will have the effect of slowing or reducing the
return of principal and interest to the Class A Certificateholders. If the
Class A Investor Interest has been reduced by the amount of any Class A
Investor Charge-Offs, it will be reimbursed on any Transfer Date (but not by an
amount in excess of the aggregate Class A Investor Charge-Offs) by the amount
of Excess Spread allocated and available for such purpose as described under
"--Application of Collections--Excess Spread; Shared Excess Finance Charge
Collections" in this Prospectus Supplement.

On each Transfer Date, if the Class B Investor Default Amount for such
Transfer Date exceeds the amount of Excess Spread, Shared Excess Finance Charge
Collections and Reallocated Collateral Principal Collections which are
allocated and available to fund such amount with respect to the Monthly Period
preceding such Transfer Date as described under "--Application of
Collections--Excess Spread; Shared Excess Finance Charge Collections" in this
Prospectus Supplement, the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and after giving effect to any adjustments
with respect thereto as described in the preceding paragraph) will be reduced
by the amount of such excess but not more than the lesser of the Class B
Investor Default Amount and the Collateral Interest (after giving effect to
reductions for any Collateral Charge-Offs and any Reallocated Principal
Collections on such Transfer Date and after giving effect to any adjustments
with respect thereto as described in the preceding paragraph) for such Transfer
Date. In the event that such reduction would cause the Collateral Interest to
be a negative number, the Collateral Interest will be reduced to zero and the
Class B Investor Interest will be reduced by the amount by which the Collateral
Interest would have been reduced below zero, but not more than the Class B
Investor Default Amount for such Transfer Date (a "Class B Investor
Charge-Off"). The Class B Investor Interest will also be reduced by the amount
of Reallocated Class B Principal Collections in excess of the Collateral
Interest (after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Collateral Principal Collections on such Transfer Date) and the
amount of any portion of the Class B Investor Interest allocated to the Class A
Certificates to avoid a reduction in the Class A Investor Interest. The Class B
Investor Interest will thereafter be reimbursed (but not in excess of the
unpaid principal balance of the Class B Certificates) on any Transfer Date by
the amount of Excess Spread and Shared Excess Finance Charge Collections
allocated and available for that purpose as described under "--Application of
Collections--Excess Spread; Shared Excess Finance Charge Collections" in this
Prospectus Supplement.

On each Transfer Date, if the Collateral Default Amount for such Transfer
Date exceeds the amount of Excess Spread and Shared Excess Finance Charge
Collections which is allocated and available to fund such amount as described
under "--Application of Collections--Excess Spread; Shared Excess Finance
Charge Collections" in this Prospectus Supplement, the Collateral Interest will
be reduced by the amount of such excess but not more than the lesser of the
Collateral Default Amount and the Collateral Interest for such Transfer Date (a
"Collateral Charge-Off"). The Collateral Interest will also be reduced by the
amount of Reallocated Principal Collections and the amount of any portion of
the Collateral Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest or to the Class B Certificates to
avoid a reduction in the Class B Investor Interest. The Collateral Interest
will thereafter be reimbursed on any Transfer Date by the amount of Excess
Spread and Shared Excess Finance Charge Collections allocated and available for
that purpose as described under "--Application of Collections--Excess Spread;
Shared Excess Finance Charge Collections" in this Prospectus Supplement.

PRINCIPAL FUNDING ACCOUNT

Pursuant to the Series 199_-___ Supplement, the Trustee will establish and
maintain with a Qualified Institution a segregated trust account held for the
benefit of the Certificateholders (the "Principal Funding Account"). During the
Controlled Accumulation Period, the Trustee at the direction of the Servicer
will transfer collections in respect of

S-41
<PAGE> 43
Principal Receivables (other than Reallocated Principal Collections) and Shared
Excess Principal Collections from other Series, if any, allocated to Series
199_-___ from the Principal Account to the Principal Funding Account as
described under "--Application of Collections" in this Prospectus Supplement.
Such collections will be retained in the Principal Funding Account and
ultimately used to pay principal of the Class A Certificates on the Class A
Scheduled Payment Date or the Distribution Date in the month following the
commencement of the Rapid Amortization Period, whichever occurs earlier.

Funds on deposit in the Principal Funding Account shall be invested at the
direction of the Servicer by the Trustee in Permitted Investments evidencing
obligations of any of the Corporation or any Affiliate thereof; provided,
however, that if no obligations of the Corporation or any Affiliate thereof
shall qualify as Permitted Investments, notwithstanding the preceding, the
funds on deposit in the Principal Funding Account shall be invested by the
Trustee in Permitted Investments. Investment earnings (net of investment losses
and expenses) on funds on deposit in the Principal Funding Account (the
"Principal Funding Investment Proceeds") will be applied on each Transfer Date
as Class A Available Funds. If, on any Transfer Date, the Principal Funding
Investment Proceeds for the related Interest Period are less than the product
of (a) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, (b) the Class A
Certificate Rate in effect with respect to the related Interest Period and (c)
the Principal Funding Account Balance as of the Record Date preceding such
Transfer Date (the "Covered Amount"), the amount of such deficiency (the
"Principal Funding Investment Shortfall") shall be paid, to the extent
available, from the Reserve Account and, if necessary, from Excess Spread,
Shared Excess Finance Charge Collections and Reallocated Principal Collections.

RESERVE ACCOUNT

Pursuant to the Series 199_-___ Supplement, the Trustee will establish and
maintain with a Qualified Institution a segregated trust account held for the
benefit of the Certificateholders (the "Reserve Account"). The Reserve Account
is established to assist with the subsequent distribution of interest on the
Certificates during the Controlled Accumulation Period. On each Transfer Date
from and after the Reserve Account Funding Date, but prior to the termination
of the Reserve Account, the Trustee, acting pursuant to the Servicer's
instructions, will apply Excess Spread and Shared Excess Finance Charge
Collections allocated to the Certificates (to the extent described above under
"--Application of Collections--Excess Spread; Shared Excess Finance Charge
Collections") to increase the amount on deposit in the Reserve Account (to the
extent such amount is less than the Required Reserve Account Amount). The
"Reserve Account Funding Date" will be the Transfer Date with respect to the
Monthly Period which commences no later than three months prior to the
commencement of the Controlled Accumulation Period, or such earlier date as may
be required by the Agreement. The "Required Reserve Account Amount" for any
Transfer Date on or after the Reserve Account Funding Date will be equal to (a)
[___]% of the outstanding principal balance of the Class A Certificates or (b)
any other amount designated by the Transferor; provided, however, that if such
designation is of a lesser amount, the Transferor shall have provided the
Servicer, the Collateral Interest Holder and the Trustee with evidence that the
Rating Agency Condition has been satisfied and the Transferor shall have
delivered 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 Transferor, 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 Series 199_-___. On each Transfer Date,
after giving effect to any deposit to be made to, and any withdrawal to be made
from, the Reserve Account on such Transfer Date, the Trustee will withdraw from
the Reserve Account an amount equal to the excess, if any, of the amount on
deposit in the Reserve Account over the Required Reserve Account Amount and
deposit such excess into the Distribution Account to be paid to the Collateral
Interest Holder on the related Distribution Date, for application in accordance
with the terms of the Loan Agreement.

Provided that the Reserve Account has not terminated as described below,
funds on deposit in the Reserve Account shall be invested at the direction of
the Servicer by the Trustee in Permitted Investments evidencing obligations of
any of the Corporation or any Affiliate thereof; provided, however, that if no
obligations of the Corporation or any Affiliate thereof shall qualify as
Permitted Investments, notwithstanding the preceding, the funds on deposit in
the Reserve Account shall be invested by the Trustee in Permitted Investments.
The interest and other investment income (net of investment expenses and
losses) earned on such investments will be retained in the Reserve Account (to
the extent the amount on deposit is less than the Required Reserve Account
Amount) or deposited in the Finance Charge Account and treated as Class A
Available Funds.

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<PAGE> 44
On or before each Transfer Date with respect to the Controlled Accumulation
Period and on the first Transfer Date with respect to the Rapid Amortization
Period, a withdrawal will be made from the Reserve Account, and the amount of
such withdrawal will be deposited in the Finance Charge Account and included in
collections of Finance Charge Receivables to be applied to the payment of the
Class A Monthly Interest for such Transfer Date in an amount equal to the
lesser of (a) the Available Reserve Account Amount with respect to such
Transfer Date and (b) the Principal Funding Investment Shortfall with respect
to such Transfer Date; provided, however, that the amount of such withdrawal
shall be reduced to the extent that funds otherwise would be available to be
deposited in the Reserve Account on such Transfer Date. On each Transfer Date,
the amount available to be withdrawn from the Reserve Account (the "Available
Reserve Account Amount") will be equal to the lesser of the amount on deposit
in the Reserve Account (before giving effect to any deposit to be made to the
Reserve Account on such Transfer Date) and the Required Reserve Account Amount
for such Transfer Date.

The Reserve Account will be terminated upon the earlier to occur of (a) the
termination of the Trust pursuant to the Agreement and (b) if the Controlled
Accumulation Period has not commenced, the first Transfer Date with respect to
the Rapid Amortization Period or, if the Controlled Accumulation Period has
commenced, the earlier to occur of (i) the first Transfer Date with respect to
the Rapid Amortization Period and (ii) the Transfer Date immediately preceding
the Class A Scheduled Payment Date. Upon the termination of the Reserve
Account, all amounts on deposit therein (after giving effect to any withdrawal
from the Reserve Account on such date as described above) will be deposited
into the Distribution Account to be paid to the Collateral Interest Holder on
the related Distribution Date, for application in accordance with the terms of
the Loan Agreement. Any amounts withdrawn from the Reserve Account and
distributed to the Collateral Interest Holder as described above will not be
available for distribution to the Certificateholders.

PAY OUT EVENTS

As described above, the Revolving Period will continue through ____ __, ____
(unless such date is postponed as described under "--Postponement of Controlled
Accumulation Period" in this Prospectus Supplement), unless a Pay Out Event
occurs prior to such date. A "Pay Out Event" refers to any of the following
events:

(a) failure on the part of the Transferor (i) to make any payment or
deposit on the date required under the Agreement (or within the applicable
grace period which shall not exceed five days) or (ii) to observe or perform
in any material respect any other covenants or agreements of the Transferor
set forth in the Agreement, which failure has a material adverse effect on
the Certificateholders (which determination shall be made without reference
to the amount of the Collateral Interest) and which continues unremedied for
a period of 60 days after written notice and continues to materially and
adversely affect the interests of the Certificateholders (which determination
shall be made without regard to the amount of the Collateral Interest) for
such period;

(b) any representation or warranty made by the Transferor in the Agreement,
or any information required to be given by the Transferor to the Trustee to
identify the Accounts proves to have been incorrect in any material respect
when made or when delivered and which continues to be incorrect in any
material respect for a period of 60 days after written notice and as a result
of which the interests of the Certificateholders are materially and adversely
affected (which determination shall be made without reference to the amount
of the Collateral Interest) and continue to be materially and adversely
affected for such period; provided, however, that a Pay Out Event pursuant to
this subparagraph (b) shall not be deemed to occur thereunder if the
Transferor has accepted reassignment of the related Receivable or all such
Receivables, if applicable, during such period in accordance with the
provisions of the Agreement;

(c) the average of the Portfolio Yields for any three consecutive Monthly
Periods is less than the average of the Base Rates for such period;

(d) a failure by the Transferor to convey Receivables arising under
Additional Accounts, or Participations, to the Trust when required by the
Agreement;

(e) any Servicer Default occurs which would have a material adverse effect
on the Certificateholders;

S-43
<PAGE> 45
(f) the Class A Investor Interest is not paid in full on the Class A
Scheduled Payment Date or the Class B Investor Interest is not paid in full
on the Class B Scheduled Payment Date;

(g) certain events of insolvency, receivership or bankruptcy relating to
the Transferor or other holder of the Transferor Certificate;

(h) the Transferor becomes unable for any reason to transfer Receivables to
the Trust in accordance with the provisions of the Agreement; or

(i) the Trust becomes an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

In the case of any event described in clause (a), (b) or (e) above, a Pay Out
Event will be deemed to have occurred with respect to the Certificates only if,
after any applicable grace period, either the Trustee or Certificateholders and
the Collateral Interest Holder evidencing interests aggregating not less than
50% of the Investor Interest, by written notice to the Transferor and the
Servicer (and to the Trustee if given by the Certificateholders) declare that a
Pay Out Event has occurred with respect to the Certificates as of the date of
such notice. In the case of any event described in clause (g), (h) or (i), a
Pay Out Event with respect to all Series then outstanding, and in the case of
any event described in clause (c), (d) or (f), a Pay Out Event with respect to
only the Certificates, will be deemed to have occurred without any notice or
other action on the part of the Trustee or the Certificateholders, the
Collateral Interest Holder or all certificateholders, as appropriate,
immediately upon the occurrence of such event. On the date on which a Pay Out
Event is deemed to have occurred, the Rapid Amortization Period will commence.
In such event, distributions of principal to the Certificateholders will begin
on the first Distribution Date following the month in which such Pay Out Event
occurred. If, because of the occurrence of a Pay Out Event, the Rapid
Amortization Period begins on or prior to ____ __, ____ Certificateholders may
begin receiving distributions of principal earlier than they otherwise would
have, which may shorten the average life of the Certificates.

See "Description of the Certificates--Pay Out Events" in the accompanying
Prospectus for an additional discussion of the consequences of an insolvency,
conservatorship or receivership of the Transferor.

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

The share of the Servicing Fee allocable to the Investor Interest with
respect to any Transfer Date (the "Investor Servicing Fee") shall be equal to
one-twelfth of the product of (a) [___]% and (b) the Adjusted Investor Interest
as of the last day of the Monthly Period preceding such Transfer Date;
provided, however, with respect to the first Transfer Date, the Investor
Servicing Fee shall be equal to $___________. On each Transfer Date, but only
if Bank of America, an affiliate thereof, U.S. Bank National Association
(formerly known as First Bank National Association) or another successor
servicer meeting the requirements described in the Series 199_-___ Supplement
(an "Acceptable Successor Servicer") is the Servicer, Servicer Interchange with
respect to the related Monthly Period that is on deposit in the Finance Charge
Account shall be withdrawn from the Finance Charge Account and paid to the
Servicer in payment of a portion of the Investor Servicing Fee with respect to
such Monthly Period. The "Servicer Interchange" for any Monthly Period for
which Bank of America, an affiliate thereof or an Acceptable Successor Servicer
is the Servicer will be an amount equal to the portion of collections of
Finance Charge Receivables allocated to the Investor Interest with respect to
such Monthly Period that is attributable to Interchange; provided, however,
that Servicer Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest, as of the last day of such
Monthly Period and (ii) [___]%; provided further, however, that with respect to
the first Transfer Date, the Servicer Interchange may equal but shall not
exceed $_________. In the case of any insufficiency of Servicer Interchange on
deposit in the Finance Charge Account, a portion of the Investor Servicing Fee
with respect to such Monthly Period will not be paid to the extent of such
insufficiency and in no event shall the Trust, the Trustee, the
Certificateholders or the Collateral Interest Holder be liable for the share of
the Servicing Fee to be paid out of Servicer Interchange.

The share of the Investor Servicing Fee allocable to the Class A
Certificateholders with respect to any Transfer Date (the "Class A Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Class A Floating
Allocation, (b) 1.0%, or if Bank of America, an affiliate thereof or an
Acceptable Successor Servicer is not the

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<PAGE> 46
Servicer, 2.0% (the "Net Servicing Fee Rate") and (c) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the Class A
Servicing Fee shall be equal to $_________. The share of the Investor Servicing
Fee allocable to the Class B Certificateholders with respect to any Transfer
Date (the "Class B Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Class B Floating Allocation, (b) the Net Servicing Fee Rate and (c)
the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Class B Servicing Fee shall be equal to $_______. The share
of the Investor Servicing Fee allocable to the Collateral Interest Holder with
respect to any Transfer Date (the "Collateral Interest Servicing Fee," together
with the Class A Servicing Fee and the Class B Servicing Fee, the
"Certificateholder Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Collateral Floating Allocation, (b) the Net Servicing Fee Rate and
(c) the Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, that with respect to the first
Transfer Date, the Collateral Interest Servicing Fee shall be equal to $______.
The remainder of the Servicing Fee shall be paid by the holder of the
Transferor Certificate or by other Series (as provided in the related Series
Supplements) or, to the extent of any insufficiency of Servicer Interchange as
described above, not be paid. The Class A Servicing Fee and the Class B
Servicing Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution in respect thereof as described under "--Application
of Collections" in this Prospectus Supplement.

The Servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the Receivables including, without
limitation, payment of the fees and disbursements of the Trustee and
independent certified public accountants and other fees which are not expressly
stated in the Agreement to be payable by the Trust or the Certificateholders
other than any tax imposed on or measured by income, including United States
federal, state and local income and franchise taxes, if any, of the Trust or
the Certificateholders.

PAIRED SERIES

The Transferor may cause the Trust to issue another Series as a Paired Series
with respect to Series 199_-___. Although no assurance can be given as to
whether such other Series will be issued and, if issued, the specific terms
thereof, the outstanding principal amount of such Series may vary from time to
time whether or not a Pay Out Event occurs with respect to Series 199_-___, and
the interest rate with respect to certificates of such other Series will be
established on the date of issuance of such Series and may be reset
periodically. Further, the pay out events with respect to such other Series may
vary from the Pay Out Events with respect to the Series 199_-___ and may
include pay out events which are unrelated to the status of the Transferor, the
Servicer or the Receivables, such as events related to the continued
availability and rating of certain providers of Enhancement to such other
Series. If a Pay Out Event does occur with respect to any such Paired Series
prior to the payment in full of the Certificates, the final payment of
principal to the Certificateholders may be delayed. In particular, the
numerator of the Fixed Allocation Percentage may be changed upon the occurrence
of a pay out event with respect to a Paired Series resulting in a possible
reduction of the percentage of collections of Principal Receivables allocated
to the Certificateholders and a possible delay in payments to such
Certificateholders. See "--Allocation Percentages" and "--Paired Series" in
this Prospectus Supplement.

REPORTS TO CERTIFICATEHOLDERS

On each Transfer Date, the Trustee will forward to each Certificateholder of
record, a statement prepared by the Servicer setting forth the items described
in "Description of the Certificates--Reports to Certificateholders" in the
accompanying Prospectus. In addition, such statement will include certain
information regarding the Principal Funding Account and the Collateral
Interest, if any, for such Transfer Date. The Servicer intends to file with the
SEC periodic reports with respect to the Certificates following completion of
the reporting period required by Rule 15d-1.

AMENDMENTS

In addition to being subject to amendment pursuant to any other provisions
relating to amendments in the Agreement, the Series 199_-___ Supplement may be
amended by the Transferor without the consent of the Servicer, the Trustee or
any Certificateholder if the Transferor provides the Trustee with (a) an
opinion of counsel to the effect that such amendment or modification would
reduce the risk that the Trust would be treated as taxable as a publicly

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<PAGE> 47
traded partnership pursuant to section 7704 of the Internal Revenue Code of
1986, as amended (the "Code") and (b) a certificate that such amendment or
modification would not materially and adversely affect any Certificateholder;
provided, however, that no such amendment shall be deemed effective without the
Trustee's consent, if the Trustee's rights, duties and obligations under the
Series 199_-___ Supplement are thereby modified. Promptly after the
effectiveness of any such amendment, the Transferor shall deliver a copy of
such amendment to each of the Servicer, the Trustee and each Rating Agency
described in the Series 199_-___ Supplement.

ERISA CONSIDERATIONS

Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and section 4975 of the Code prohibit certain pension,
profit sharing or other employee benefit plans, individual retirement accounts
or annuities and employee annuity plans and Keogh plans (collectively, "Plans")
from engaging in certain transactions involving "plan assets" with persons that
are "parties in interest" under ERISA or "disqualified persons" under the Code
(collectively, "Parties in Interest") with respect to the Plan. A violation of
these "prohibited transaction" rules may generate excise tax and other
liabilities under ERISA and section 4975 of the Code for such persons, unless a
statutory, regulatory or administrative exemption is available. 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.

CLASS A CERTIFICATES

A violation of the prohibited transaction rules could occur if the Class A
Certificates were to be purchased with "plan assets" of any Plan if the
Transferor, the Trustee, any underwriters of such Series or any of their
affiliates were a Party in Interest with respect to such Plan, unless a
statutory, regulatory or administrative exemption is available or an exemption
applies under a regulation (the "Plan Asset Regulation") issued by the
Department of Labor ("DoL"). The Transferor, the Trustee, the Underwriters and
their affiliates are likely to be Parties in Interest with respect to many
Plans. Before purchasing the Class A Certificates, a Plan fiduciary or other
Plan investor should consider whether a prohibited transaction might arise by
reason of the relationship between the Plan and the Transferor, the Trustee,
any Underwriter of such Series or any of their affiliates and consult their
counsel regarding the purchase in light of the considerations described below
and in the accompanying Prospectus.

Under certain circumstances, the Plan Asset Regulation treats the assets of
an entity in which a Plan holds an equity interest as "plan assets" of such
Plan. Because the Class A Certificates will represent beneficial interests in
the Trust, and despite the agreement of the Transferor and the Certificate
Owners to treat the Class A Certificates as debt instruments, the Class A
Certificates are likely to be considered equity interests in the Trust for
purposes of the Plan Asset Regulation, with the result that the assets of the
Trust are likely to be treated as "plan assets" of the investing Plans for
purposes of ERISA and section 4975 of the Code, unless the exception for
"publicly-offered securities" is applicable as described in the accompanying
Prospectus. It is anticipated that the Class A Certificates will meet the
criteria for treatment as "public-offered securities" as described in the
accompanying Prospectus. No restrictions will be imposed on the transfer of the
Class A Certificates. It is expected that the Class A Certificates will be held
by at least 100 Independent Investors at the conclusion of the initial public
offering although no assurance can be given, and no monitoring or other
measures will be taken to ensure, that such condition is met. The Class A
Certificates will be sold as part of an offering pursuant to an effective
registration statement under the Act and then will be timely registered under
the Exchange Act.

If the foregoing exception under the Plan Asset Regulation were not
satisfied, transactions involving the Trust and Parties in Interest with
respect to a Plan that purchases or holds Class A Certificates might be
prohibited under section 406 of ERISA and/or section 4975 of the Code and
result in excise tax and other liabilities under ERISA and section 4975 of the
Code unless an exemption were available. The five DoL class exemptions
described in the accompanying Prospectus may not provide relief for all
transactions involving the assets of the Trust even if they would otherwise
apply to the purchase of a Class A Certificate by a Plan.

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<PAGE> 48
CLASS B CERTIFICATES

The Class B Certificates may not be acquired or held by, on behalf of, or
with "plan assets" of any Plan.

CONSULTATION WITH COUNSEL

In light of the foregoing, fiduciaries or other persons contemplating
purchasing the Class A Certificates on behalf or with "plan assets" of any Plan
should consult their own counsel regarding whether the Trust assets represented
by the Class A Certificates would be considered "plan assets," the consequences
that would apply if the Trust's assets were considered "plan assets," and the
possibility of exemptive relief from the prohibited transaction rules.

Finally, Plan fiduciaries and other Plan investors should consider the
fiduciary standards under ERISA or other applicable law in the context of the
Plan's particular circumstances before authorizing an investment of a portion
of the Plan's assets in the Class A Certificates. Accordingly, among other
factors, Plan fiduciaries and other Plan investors should consider whether the
investment (i) satisfies the diversification requirement of ERISA or other
applicable law, (ii) is in accordance with the Plan's governing instruments,
and (iii) is prudent in light of the "Risk Factors" and other factors discussed
in this Prospectus Supplement and the accompanying Prospectus.

UNDERWRITING

Subject to the terms and conditions set forth in the Class A Underwriting
Agreement (the "Class A Underwriting Agreement") between the Transferor and the
Class A Underwriter named below (the "Class A Underwriter"), and the terms and
conditions set forth in the Class B Underwriting Agreement (the "Class B
Underwriting Agreement," and together with the Class A Underwriting Agreement,
the "Underwriting Agreement") between the Transferor and the Class B
Underwriter named below (the "Class B Underwriter," and together with the Class
A Underwriter, the "Underwriters"), the Transferor has agreed to sell to the
Underwriters, and each of the Underwriters has severally agreed to purchase,
the principal amount of the Certificates set forth opposite its name:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
CLASS A UNDERWRITER CLASS A CERTIFICATES
----------------------------- ----------------
<S> <C>
. $
----------------------------- ----------------
Total....................... $
================
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
CLASS B UNDERWRITER CLASS B CERTIFICATES
----------------------------- ----------------
<S> <C>
.. $
----------------------------- ----------------
Total....................... $
================
</TABLE>

In the Class A Underwriting Agreement, the Class A Underwriter has agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Class A Certificates offered hereby if any of the Class A Certificates are
purchased. In the Class B Underwriting Agreement, the Class B Underwriter has
agreed, subject to the terms and conditions set forth therein, to purchase all
of the Class B Certificates offered hereby if any of the Class B Certificates
are purchased. The Underwriters have agreed to reimburse the Transferor for
certain expenses of the issuance and distribution of the Certificates.

The Class A Underwriter proposes initially to offer the Class A Certificates
to the public at the price set forth on the cover page hereof and to certain
dealers at such price less concessions not in excess of ____ % of the principal
amount of the Class A Certificates. The Class A Underwriter may allow, and such
dealers may reallow, concessions not in excess of ___% of the principal amount
of the Class A Certificates 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 Underwriter.

The Class B Underwriter proposes initially to offer the Class B Certificates
to the public at the price set forth on the cover page hereof and to certain
dealers at such price less concessions not in excess of ___% of the principal
amount of the Class B Certificates. The Class B Underwriter may allow, and such
dealers may reallow, concessions

S-47
<PAGE> 49
not in excess of ___% of the principal amount of the Class B Certificates 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
Underwriter.

We will receive proceeds of approximately $________ from the sale of the
Class A Certificates (representing ___% of the principal amount each Class A
Certificate) after paying the underwriting discount of $______ (representing
___% of each Class A Certificate). We will receive proceeds of approximately
$_______ from the sale of the Class B Certificates (representing ___% of each
Class B Certificate) after paying the underwriting discount of $________
(representing __% of each Class B Certificate). Additional offering expenses
are estimated to be $__________.

Each Underwriter will represent and agree that:

(a) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation to
the Certificates in, from or otherwise involving the United Kingdom;

(b) 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
Certificates to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995
or is a person to whom such document may otherwise lawfully be issued or passed
on;

(c) if it is an authorized person under Chapter III of Part 1 of the
Financial Services Act 1986, it has only promoted and will only promote (as
that term is defined in Regulation 1.02(2) of the Financial Services (Promotion
of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom
the scheme described in this Prospectus Supplement and the Prospectus if that
person is a kind described either in Section 76(2) of the Financial Services
Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of
Unregulated Schemes) Regulations 1991; and

(d) it is a person of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995.

The Transferor will indemnify the Underwriters against liabilities relating
to the adequacy of disclosure to investors, including liabilities under the
Securities Act, or contribute to payments the Underwriters may be required to
make in respect thereof.

The Underwriters may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the Certificates in accordance with Regulation M under the Exchange Act.
Over-allotment transactions involve syndicate sales in excess of the offering
size, which creates a syndicate short position. Stabilizing transactions permit
bids to purchase the Certificates so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
Certificates in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the Underwriters
to reclaim a selling concession from a syndicate member when the Certificates
originally sold by such syndicate member are purchased in a syndicate covering
transaction. Such over-allotment transactions, stabilizing transactions,
syndicate covering transactions and penalty bids may cause the prices of the
Certificates to be higher than they would otherwise be in the absence of such
transactions. Neither the Transferor nor any of the Underwriters represent that
the Underwriters will engage in any such transactions or that such
transactions, once commenced, will not be discontinued without notice at any
time.

This Prospectus Supplement and the accompanying Prospectus may be used by
NationsBanc Montgomery Securities LLC, an affiliate of the Transferor and
Servicer, in connection with offers and sales related to secondary market
transactions in the Certificates. NationsBanc Montgomery Securities LLC may
act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale or otherwise.

The Underwriters or agents and their associates may be customers of
(including borrowers from), engage in transactions with, and/or perform
services for, the Transferor, the Servicer, or the Corporation, their
respective affiliates and the Trustee, in the ordinary course of business.

S-48
<PAGE> 50
LEGAL MATTERS

Certain legal matters relating to the issuance of the Certificates will be
passed upon for the Transferor by [__________________], [__________ Counsel] at
the Corporation, and by [_____________________________], special counsel to the
Transferor. Certain legal matters relating to the federal tax consequences of
the issuance of the Certificates will be passed upon for the Transferor by
[_______________________________________________], special tax counsel to the
Transferor. Certain legal matters relating to the issuance of the Certificates
will be passed upon for the Underwriters by
[___________________________________].

S-49
<PAGE> 51

INDEX OF TERMS FOR PROSPECTUS SUPPLMENT

<TABLE>
<CAPTION>
Term Page
- - - - ---- ----
<S> <C>
Acceptable Successor Servicer....................S-44
Accounts.........................................S-14
Accumulation Period Length.......................S-29
Accumulation Shortfall...........................S-38
Additional Interest..............................S-27
Aggregate Investor Default Amount................S-40
Agreement........................................S-14
Available Investor Principal Collections.........S-29
Available Reserve Account Amount.................S-43
BAC..............................................S-24
Base Rate........................................S-22
Call Report......................................S-24
Cedelbank........................................S-12
Certificateholder Servicing Fee..................S-45
Certificateholders...............................S-21
Certificates.....................................S-14
Class A Additional Interest......................S-27
Class A Adjusted Investor Interest...............S-32
Class A Available Funds..........................S-27
Class A Certificate Rate.........................S-26
Class A Certificateholders.......................S-21
Class A Certificates.............................S-14
Class A Fixed Allocation.........................S-31
Class A Floating Allocation......................S-30
Class A Investor Charge-Off......................S-41
Class A Investor Default Amount..................S-40
Class A Investor Interest........................S-31
Class A Monthly Interest.........................S-35
Class A Monthly Principal........................S-37
Class A Required Amount..........................S-32
Class A Scheduled Payment Date...................S-21
Class A Servicing Fee............................S-44
Class A Underwriter..............................S-47
Class A Underwriting Agreement...................S-47
Class B Additional Interest......................S-27
Class B Available Funds..........................S-27
Class B Certificate Rate.........................S-26
Class B Certificateholders.......................S-21
Class B Certificates.............................S-14
Class B Fixed Allocation.........................S-31
Class B Floating Allocation......................S-30
Class B Investor Charge-Off......................S-41
Class B Investor Default Amount..................S-40
Class B Investor Interest........................S-32
Class B Monthly Interest.........................S-35
Class B Monthly Principal........................S-38
Class B Required Amount..........................S-33
Class B Scheduled Payment Date...................S-21
Class B Servicing Fee............................S-45
Class B Underwriter..............................S-47
Class B Underwriting Agreement...................S-47
Closing Date.....................................S-14
Code.............................................S-46
Collateral Available Funds.......................S-35
Collateral Charge-Off............................S-41
Collateral Default Amount........................S-40
Collateral Fixed Allocation......................S-31
Collateral Floating Allocation...................S-30
Collateral Interest........................S-14, S-32
Collateral Interest Holder.......................S-21
Collateral Interest Servicing Fee................S-45
Collateral Monthly Interest......................S-37
Collateral Monthly Principal.....................S-38
Collateral Rate..................................S-37
Controlled Accumulation Amount...................S-38
Controlled Accumulation Period...................S-21
Controlled Deposit Amount........................S-21
Corporation......................................S-24
Covered Amount...................................S-42
Cut-Off Date.....................................S-17
Default Amount...................................S-40
Distribution Date................................S-27
DoL..............................................S-46
DTC..............................................S-12
ERISA............................................S-46
Euroclear........................................S-12
Excess Spread....................................S-35
Finance Charge Receivables.......................S-18
Finance Charge Shortfalls........................S-39
Fixed Investor Percentage........................S-30
Floating Investor Percentage.....................S-30
Identified Pool..................................S-14
Infrastructure...................................S-25
Initial Collateral Interest......................S-32
Initial Identified Pool..........................S-15
Interest Period..................................S-27
Intergroup Excess Finance Charge Collections.....S-39
Investor Default Amount..........................S-40
Investor Interest................................S-32
Investor Servicing Fee...........................S-44
LIBOR............................................S-28
LIBOR Determination Date.........................S-28
Loan Agreement...................................S-28
London business day..............................S-28
Minimum Aggregate Principal Receivables..........S-17
Minimum Transferor Interest......................S-17
Monthly Period...................................S-30
NationsBank......................................S-24
Net Servicing Fee Rate...........................S-45
Parties in Interest..............................S-46
Pay Out Event....................................S-43
Plan Asset Regulation............................S-46
Plans............................................S-46
Portfolio Yield..................................S-22
Principal Funding Account........................S-41
Principal Funding Account Balance................S-21
Principal Funding Investment Proceeds............S-42
Principal Funding Investment Shortfall...........S-42
Principal Receivables............................S-17
Principal Shortfalls.............................S-39
Projects.........................................S-25
Rapid Amortization Period........................S-21
Rating Agency Condition..........................S-40
Reallocated Class B Principal Collections........S-33
Reallocated Collateral Principal Collections.....S-33
Reallocated Principal Collections................S-33
Receivables......................................S-14
Record Date......................................S-26
Reference Banks..................................S-28
Required Amount..................................S-33
Required Collateral Interest.....................S-40
Required Reserve Account Amount..................S-42
Reserve Account..................................S-42
Reserve Account Funding Date.....................S-42
</TABLE>

S-50

<PAGE> 52

(continued)

<TABLE>
<CAPTION>
Term Page
- - - - ---- ----
<S> <C>
Revolving Period.................................S-28
Series 199_-__...................................S-29
Series 199_-__ Supplement........................S-26
Series 199_-___ Termination Date.................S-21
Servicer Interchange.............................S-44
Shared Excess Finance Charge Collections.........S-39
Shared Excess Finance Charge Collections
Group One......................................S-38
Shared Excess Principal Collections..............S-39
Shared Excess Principal Collections Group........S-29
Systems..........................................S-25
Telerate Page 3750...............................S-28
Transfer Date....................................S-34
Transferor.......................................S-14
Transferor Certificate...........................S-26
Transferor Interest..............................S-17
Transferor Percentage............................S-26
Trust............................................S-14
Trust Portfolio..................................S-17
Underwriters.....................................S-47
Underwriting Agreement...........................S-47
Vendors..........................................S-25
</TABLE>

S-51
<PAGE> 53

ANNEX I

OTHER SERIES ISSUED

The table below sets forth the principal characteristics of the eight other
Series previously issued by the Trust, Series 1996-A, Series 1996-B, Series
1997-A, Series 1997-B, Series 1997-C, Series 1998-A, Series 1998-B and Series
1998-C which are each in Shared Excess Finance Charge Collections Group One and
the Shared Excess Principal Collections Group. For more specific information
with respect to any Series, any prospective investor should contact Bank of
America at (602) 597-3273. Bank of America will provide without charge to any
prospective purchaser of the Certificates a copy of the Disclosure Documents
for any previously publicly-issued Series.

<TABLE>
<S> <C>
1. Series 1996-A

Class A Certificates

Initial Investor Interest.................................................................$427,500,000
Certificate Rate..................................................One-Month LIBOR plus 0.13% per annum
Controlled Accumulation Amount (subject to adjustment)................................... $ 35,625,000
Commencement of Accumulation Period......................................................June 30, 2000
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest...............................................................$ 40,000,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1996-A Termination Date...........................................August 2003 Distribution Date
Series Issuance Date.....................................................................July 19, 1996

Class B Certificates

Initial Investor Interest.................................................................$ 32,500,000
Certificate Rate..................................................One-Month LIBOR plus 0.29% per annum
Controlled Accumulation Amount............................................................$ 32,500,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1996-A Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates

2. Series 1996-B

Class A Certificates

Initial Investor Interest.................................................................$830,000,000
Certificate Rate Three-Month LIBOR plus 0.125% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 69,166,167
Commencement of Accumulation Period.................................................September 30, 2002
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest...............................................................$ 77,661,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1996-B Termination Date.........................................November 2005 Distribution Date
Series Issuance Date..................................................................October 11, 1996

Class B Certificates

Initial Investor Interest.................................................................$ 63,100,000
Certificate Rate Three-Month LIBOR plus 0.28% per annum
Controlled Accumulation Amount............................................................$ 63,100,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1996-B Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
</TABLE>

A-1
<PAGE> 54
<TABLE>
<S> <C> <C>
3. Series 1997-A

Class A Certificates

Initial Investor Interest.................................................................$648,750,000
Certificate Rate..................................................One-Month LIBOR plus 0.11% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 54,062,500
Commencement of Accumulation Period.......................................................May 31, 2001
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest.............................................................. $ 60,000,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1997-A Termination Date.............................................July 2004 Distribution Date
Series Issuance Date.....................................................................June 17, 1997

Class B Certificates

Initial Investor Interest.................................................................$ 41,250,000
Certificate Rate..................................................One-Month LIBOR plus 0.29% per annum
Controlled Accumulation Amount............................................................$ 41,250,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1997-A Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates

4. Series 1997-B

Class A Certificates

Initial Investor Interest.................................................................$648,750,000
Certificate Rate..............................................Three-Month LIBOR minus 0.125% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 54,062,500
Commencement of Accumulation Period....................................................August 31, 2001
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest...............................................................$ 60,000,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1997-B Termination Date..........................................October 2004 Distribution Date
Series Issuance Date................................................................September 25, 1997

Class B Certificates

Initial Investor Interest.................................................................$ 41,250,000
Certificate Rate................................................Three-Month LIBOR plus 0.26% per annum
Controlled Accumulation Amount............................................................$ 41,250,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1997-B Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates

5. Series 1997-C

Class A Certificates

Initial Investor Interest.................................................................$562,250,000
Certificate Rate..................................................One-Month LIBOR plus 0.12% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 46,854,167
Commencement of Accumulation Period..................................................November 30, 1999
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest...............................................................$ 52,000,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1997-C Termination Date..........................................January 2003 Distribution Date
Series Issuance Date..................................................................December 9, 1997
</TABLE>

A-2
<PAGE> 55
<TABLE>
<S> <C> <C>
Class B Certificates

Initial Investor Interest.................................................................$ 35,750,000
Certificate Rate..................................................One-Month LIBOR plus 0.33% per annum
Controlled Accumulation Amount........................................................... $ 35,750,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1997-C Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates

6. Series 1998-A

Class A Certificates

Initial Investor Interest.................................................................$648,750,000
Certificate Rate..................................................One-Month LIBOR plus 0.11% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 54,062,500
Commencement of Accumulation Period..................................................February 28, 2002
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest...............................................................$ 60,000,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1998-A Termination Date............................................April 2005 Distribution Date
Series Issuance Date....................................................................March 26, 1998

Class B Certificates

Initial Investor Interest.................................................................$ 41,250,000
Certificate Rate..................................................One-Month LIBOR plus 0.27% per annum
Controlled Accumulation Amount............................................................$ 41,250,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1998-A Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates

7. Series 1998-B

Class A Certificates

Initial Investor Interest.................................................................$648,750,000
Certificate Rate..................................................One-Month LIBOR plus 0.12% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 54,062,500
Commencement of Accumulation Period.....................................................April 30, 2003
Annual Servicing Fee Percentage........................................................2.00% per annum
Initial Collateral Interest...............................................................$ 60,000,000
Other Enhancement................................................Subordination of Class B Certificates
Series 1998-B Termination Date.............................................June 2006 Distribution Date
Series Issuance Date.......................................................................May 7, 1998

Class B Certificates

Initial Investor Interest.................................................................$ 41,250,000
Certificate Rate..................................................One-Month LIBOR plus 0.28% per annum
Controlled Accumulation Amount............................................................$ 41,250,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1998-B Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
</TABLE>

A-3
<PAGE> 56
<TABLE>
<S> <C> <C>
8. Series 1998-C

Class A Certificates

Initial Investor Interest.................................................................$432,500,000
Certificate Rate..................................................One-Month LIBOR plus 0.14% per annum
Controlled Accumulation Amount (subject to Adjustment)....................................$ 36,041,667
Commencement of Accumulation Period....................................................August 31, 2000
Annual Servicing Fee Percentage...........................................................2% per annum
Initial Collateral Interest...............................................................$ 40,000,000
Other Enhancement...............................................Subordination of Class B Certificates
Series 1998-C Termination Date..........................................October 2003 Distribution Date
Series Issuance Date................................................................September 25, 1998

Class B Certificates

Initial Investor Interest.................................................................$ 27,500,000
Certificate Rate.................................................One-Month LIBOR plus 0.365% per annum
Controlled Accumulation Amount............................................................$ 27,500,000
Commencement of Accumulation Period.............................Same as above for Class A Certificates
Annual Servicing Fee Percentage.................................Same as above for Class A Certificates
Initial Collateral Interest.....................................Same as above for Class A Certificates
Series 1998-C Termination Date..................................Same as above for Class A Certificates
Series Issuance Date............................................Same as above for Class A Certificates
</TABLE>

A-4
<PAGE> 57
BA MASTER CREDIT CARD TRUST
Issuer

BANK OF AMERICA NATIONAL ASSOCIATION
Transferor and Servicer

SERIES 199_-__

$__________ FLOATING-RATE ASSET BACKED CERTIFICATES

PROSPECTUS SUPPLEMENT

UNDERWRITER[S] OF THE CLASS A CERTIFICATES

UNDERWRITER[S] OF THE CLASS B CERTIFICATES

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH DIFFERENT INFORMATION.

WE ARE NOT OFFERING THE CERTIFICATES IN ANY STATE WHERE THE
OFFER IS NOT PERMITTED.

THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS IS CORRECT AS OF ANY DATE AFTER THE DATES ON THEIR
COVERS. WE NOTE THAT IF ANY MATERIAL CHANGE OCCURS WHILE THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE
REQUIRED BY LAW TO BE DELIVERED, WE WILL UPDATE THE RELEVANT
INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS TO INCORPORATE THE MATERIAL CHANGE.

DEALERS WILL DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS
WHEN ACTING AS UNDERWRITERS OF THE CERTIFICATES AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN
ADDITION ALL DEALERS SELLING THE CERTIFICATES WILL DELIVER A
PROSPECTUS SUPPLEMENT AND PROSPECTUS UNTIL _______ ___
199_.

This document is printed entirely on recycled paper.

<PAGE> 58

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SEC. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED FEBRUARY 19, 1999

Prospectus
BA MASTER CREDIT CARD TRUST
Issuer
BANK OF AMERICA NATIONAL ASSOCIATION
Transferor and Servicer

ASSET BACKED CERTIFICATES

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 10 IN THIS PROSPECTUS.

The certificates will represent interests in the trust only and will not
represent interests in or obligations of Bank of America National Association
or any of its affiliates.

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

THE TRUST--

- may periodically issue asset backed certificates in one or more series
with one or more classes; and

- will own--

- receivables in a portfolio of consumer revolving credit card accounts;

- payments due on those receivables; and

- other property described in this prospectus and in the accompanying
prospectus supplement.

THE CERTIFICATES--

- will represent interests in the trust and will be paid only from the trust
assets;

- offered with this prospectus will be rated in one of the four highest
rating categories by at least one nationally recognized rating
organization;

- may have one or more forms of enhancement; and

- will be issued as part of a designated series which may include one or
more classes of certificates and enhancement.

THE CERTIFICATEHOLDERS--

- will receive interest and principal payments from a varying percentage of
credit card account collections.

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

________ __, 199__

<PAGE> 59
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT

We provide information to you about the certificates in two separate
documents: (a) this prospectus, which provides general information, some of
which may not apply to a particular series of certificates, including your
series, and (b) the accompanying prospectus supplement, which will describe the
specific terms of your series of certificates, including:

- the timing of interest and principal payments;
- financial and other information about the receivables;
- information about enhancement for each class;
- the ratings for each class; and
- the method for selling the certificates.

IF THE TERMS OF A PARTICULAR SERIES OF CERTIFICATES VARY BETWEEN THIS
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN
THE PROSPECTUS SUPPLEMENT.

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

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

You can find a listing of the pages where capitalized terms used in this
prospectus are defined under the caption "Index of Terms for Prospectus"
beginning on page 60 in this prospectus.

_________________

2
<PAGE> 60
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY . . . . . . . . . . . . . . 5
The Trust and the Trustee . . . . . . . . . 5
Trust Assets . . . . . . . . . . . . . . . . 5
Information About the Receivables . . . . . 5
Collections by the Servicer . . . . . . . . 6
Allocation of the Trust Interests . . . . . 6
Interest Payments on the Certificates . . . 6
Principal Payments on the Certificates . . . 7
Revolving Period . . . . . . . . . . . . . 7
Controlled Accumulation Period . . . . . . 7
Controlled Amortization Period . . . . . . 7
Principal Amortization Period . . . . . . 8
Rapid Accumulation Period . . . . . . . . 8
Rapid Amortization Period . . . . . . . . 8
Pay Out Events . . . . . . . . . . . . . . 8
Shared Excess Finance Charge Collections . . 8
Shared Excess Principal Collections . . . . 9
Credit Enhancement . . . . . . . . . . . . . 9
Optional Repurchase . . . . . . . . . . . . 9
Tax Status . . . . . . . . . . . . . . . . 9
ERISA Considerations . . . . . . . . . . . . 9
Certificate Ratings . . . . . . . . . . . . 9

RISK FACTORS . . . . . . . . . . . . . . . . . 10
Limited Ability to Resell Your Certificates . 10
Limited Obligations . . . . . . . . . . . . 10
Potential Priority of Certain Liens . . . . 10
Possible Effects of Insolvency Or Bankruptcy
of the Transferor, Other Holder of
Transferor Certificate or the Servicer. . . 10
Transferor's Ability to Change Terms Of
the Accounts and Possible Effect on
Certificateholders . . . . . . . . . . . 11
Effects of Consumer Protection Laws on
Certificateholders . . . . . . . . . . . . . 12
Timing of Principal Payments . . . . . . . . 13
Effect of Subordination on Subordinated
Certificateholders . . . . . . . . . . . . . 13
Risks Relating to Receivables in
Defaulted Accounts . . . . . . . . . . . . 13
Basis Risk . . . . . . . . . . . . . . . . . 14
Effects on Certificateholders of Issuance
of Additional Series By the Trust . . . . . 14

THE TRUST . . . . . . . . . . . . . . . . . . . 14

BANK OF AMERICA'S CREDIT CARD ACTIVITIES . . . 14
General . . . . . . . . . . . . . . . . . . 14
Originations and Underwriting . . . . . . . 15
Customer Service . . . . . . . . . . . . . . 16
Interchange . . . . . . . . . . . . . . . . 16
Competition in the Credit Card Industry . . 16

THE RECEIVABLES . . . . . . . . . . . . . . . . 17

MATURITY ASSUMPTIONS . . . . . . . . . . . . . 17

USE OF PROCEEDS . . . . . . . . . . . . . . . . 18

BANKAMERICA CORPORATION AND BANK OF AMERICA . . 18

DESCRIPTION OF THE CERTIFICATES . . . . . . . . 19
General . . . . . . . . . . . . . . . . . . 19
Book-Entry Registration . . . . . . . . . . 20
Definitive Certificates . . . . . . . . . . 23
The Transferor Certificate;
Additional Transferors . . . . . . . . . . 24
Interest Payments . . . . . . . . . . . . . 25
Principal Payments . . . . . . . . . . . . . 25
Transfer and Assignment of Receivables . . . 25
New Issuance . . . . . . . . . . . . . . . . 26
Representations and Warranties . . . . . . 27
Addition of Trust Assets . . . . . . . . . . 29
Removal of Accounts . . . . . . . . . . . . 30
Collection and Other Servicing Procedures . . 31
Discount Option . . . . . . . . . . . . . . 31
Trust Accounts . . . . . . . . . . . . . . . 31
Funding Period . . . . . . . . . . . . . . . 32
Investor Percentage and Transferor
Percentage. . . . . . . . . . . . . . . . . 33
Application of Collections . . . . . . . . . 33
Groups of Series . . . . . . . . . . . . . . 35
Shared Excess Finance Charge Collections . . 35
Shared Excess Principal Collections . . . . 36
Paired Series . . . . . . . . . . . . . . . 37
Defaulted Receivables; Rebates and Fraudulent
Charges; Investor Charge-Offs . . . . . . . 37
Defeasance . . . . . . . . . . . . . . . . . 37
Final Payment of Principal; Termination . . . 38
Pay Out Events . . . . . . . . . . . . . . . 38
Servicing Compensation and Payment
of Expenses . . . . . . . . . . . . . . . . 40
Certain Matters Regarding the Transferor and
the Servicer. . . . . . . . . . . . . . . . 40
Servicer Default . . . . . . . . . . . . . . 41
Reports to Certificateholders . . . . . . . 42
Evidence as to Compliance . . . . . . . . . 42
Amendments . . . . . . . . . . . . . . . . . 43
List of Certificateholders . . . . . . . . . 44
The Trustee . . . . . . . . . . . . . . . . 44
Certificateholders Have Limited Control of
Actions . . . . . . . . . . . . . . . . . 45
</TABLE>

3
<PAGE> 61
TABLE OF CONTENTS
(CONTINUED)

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CREDIT ENHANCEMENT AND ENHANCEMENT . . . . . . 45
General . . . . . . . . . . . . . . . . . . 45
Subordination . . . . . . . . . . . . . . . 45
Letter of Credit . . . . . . . . . . . . . . 46
Cash Collateral Guaranty or Account . . . . 46
Collateral Interest . . . . . . . . . . . . 46
Surety Bond or Insurance Policy . . . . . . 47
Spread Account . . . . . . . . . . . . . . . 47
Reserve Account . . . . . . . . . . . . . . 47
Interest Rate Swaps and Related Caps, Floors
and Collars . . . . . . . . . . . . . . . 47

CERTIFICATE RATINGS . . . . . . . . . . . . . . 48

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES . . . 48
Transfer of Receivables . . . . . . . . . . 48
Certain Matters Relating to Receivership . . 49
Consumer Protection Laws . . . . . . . . . . 50

FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . 51
General . . . . . . . . . . . . . . . . . . 51
Treatment of the Certificates as Debt . . . . 51
Treatment of the Trust . . . . . . . . . . . 52
Taxation of Interest Income of U.S.
Certificate Owners . . . . . . . . . . . . . 53
Sale or Exchange of Certificates . . . . . . 54
Non-U.S. Certificate Owners . . . . . . . . 54
Information Reporting and Backup Withholding. 55
New Withholding Regulations . . . . . . . . 56
State and Local Taxation . . . . . . . . . . 56

ERISA CONSIDERATIONS . . . . . . . . . . . . . 56

PLAN OF DISTRIBUTION . . . . . . . . . . . . . 58

LEGAL MATTERS . . . . . . . . . . . . . . . . . 58

REPORTS TO CERTIFICATEHOLDERS . . . . . . . . . 59

WHERE YOU CAN FIND MORE INFORMATION . . . . . . 59

INDEX OF TERMS . . . . . . . . . . . . . . . . 60

ANNEX I: GLOBAL CLEARANCE, SETTLEMENT AND TAX
DOCUMENTATION PROCEDURES . . . . . . . . . A-1
</TABLE>

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<PAGE> 62
PROSPECTUS SUMMARY

- - - - - THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES
NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING
YOUR INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF
THE CERTIFICATES, READ CAREFULLY THIS ENTIRE DOCUMENT AND THE ACCOMPANYING
PROSPECTUS SUPPLEMENT.

- - - - - THIS SUMMARY PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH FLOWS AND
OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED BY THE FULL
DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER INFORMATION IN
THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT.

THE TRUST AND THE TRUSTEE

The BA Master Credit Card Trust was formed on July 19, 1996 under an agreement
between Bank of America National Association, as transferor and as servicer,
and U.S. Bank National Association, as trustee. The trust is a master trust
under which one or more series will be issued through a series supplement to
the agreement. Any class or series may not be offered by this prospectus; for
example, they may be offered in a private placement. The trust may engage only
in the following activities:

- - - - - acquiring and holding specified assets;

- - - - - issuing and making payments on the certificates and other interests in the
trust; and

- - - - - engaging in related activities.

TRUST ASSETS

Bank of America has transferred to the trust the receivables in certain
MasterCard(R) and VISA(R)* revolving credit card accounts. All new receivables
generated in the accounts will be transferred automatically to the trust. The
total amount of receivables in the trust will fluctuate daily as new
receivables are generated and payments are received on existing accounts.
Additional similar assets may be transferred to the trust. See "The
Receivables" and "Description of the Certificates--Addition of Trust Assets" in
this prospectus.

The trust assets also include payments due on the receivables and other
proceeds of the receivables and of related credit insurance policies including
payments made, or amounts received, on receivables charged-off as
uncollectible.

Additional trust assets may include:

- - - - - rights to certain fees Bank of America receives through VISA and
MasterCard, called interchange;

- - - - - monies deposited in certain of the trust's bank accounts and
investments of those monies; and

- - - - - enhancements, including any credit enhancement, guaranteed rate
agreement, maturity liquidity facility, interest rate cap agreement,
interest rate swap agreement, currency swap agreement, or other
similar arrangement.

Bank of America may remove, subject to certain limitations and conditions,
receivables that it transferred to the trust. See "Description of the
Certificates--Removal of Accounts" in this prospectus.

INFORMATION ABOUT THE RECEIVABLES

The receivables arise in accounts selected from Bank of America's credit card
portfolio based on criteria established in the agreement and applied on the
date of their selection.

The receivables consist of both principal receivables and finance charge
receivables.

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

5
<PAGE> 63
Principal receivables are, generally, amounts charged by cardholders for (a)
goods and services and (b) cash advances.

Finance charge receivables are the related finance charges and credit card
fees.

Interchange fees collected through MasterCard and VISA and annual membership
fees collected from cardholders generally are treated as collections of
finance charge receivables. See "Bank of America's Credit Card Activities--
Interchange" in this prospectus.

COLLECTIONS BY THE SERVICER

Bank of America services the receivables under the agreement. In limited cases,
Bank of America may resign or be removed and either the trustee or a third
party may be appointed as the new servicer. Bank of America, or any new
servicer, is called the servicer. The servicer receives a servicing fee from
the trust for each series. See "BankAmerica Corporation and Bank of America" in
this prospectus.

The servicer receives collections on the receivables, deposits those
collections in an account and keeps track of those collections for finance
charge receivables and principal receivables. The servicer then allocates those
collections as summarized below.

ALLOCATION OF TRUST ASSETS

The trust assets will be allocated to the holders of certificates and other
interests of each series. The transferor certificate represents the remaining
interest in the assets of the trust not represented by the certificates and
other interests issued by the trust. If there is more than one class in a
series, there may be a further allocation of trust assets among each class.

The servicer will allocate (a) collections of finance charge receivables and
principal receivables and (b) receivables in accounts charged-off as
uncollectible, to each series based on a varying percentage,called the investor
percentage, as described in the accompanying prospectus supplement.

The aggregate amount of principal receivables allocated to a series establishes
that series's investor interest. The transferor interest will be the aggregate
amount of principal receivables in the trust not allocated to each series.

Certificateholders are only entitled to amounts allocated to their series equal
to the interest and principal payments on their certificates. See "Description
of the Certificates--General" and "--Investor Percentage and Transferor
Percentage" in this prospectus.

INTEREST PAYMENTS ON THE CERTIFICATES

Each certificate of a series will represent the right to receive payments of
interest as described in the accompanying prospectus supplement. If a series of
certificates consists of one or more classes, each class may differ in, among
other things, priority of payments, payment dates, interest rates, method for
computing interest, and rights to enhancement.

Each class of certificates may have a fixed, floating or any other type of
interest rate. Generally, interest will be paid monthly, quarterly,
semi-annually or on other scheduled dates over the life of the certificates,
each called a distribution date.

If interest is paid less frequently than monthly, collections of finance charge
receivables may be deposited monthly in one or more trust accounts and invested
under guidelines established by the rating agencies until paid to
certificateholders. Interest payments for any series of certificates will be
funded from collections of finance charge receivables allocated to the series,
any applicable enhancement and, if and to the extent specified in the
accompanying prospectus supplement, monies earned while collections were
invested pending payment to certificateholders. See "Description of the
Certificates--Application of Collections," "--Shared Excess Finance Charge
Collections" and "Credit Enhancement and Enhancement" in this prospectus.

6
<PAGE> 64
PRINCIPAL PAYMENTS ON THE CERTIFICATES

Each certificate of a series will represent the right to receive payments of
principal as described in the accompanying prospectus supplement. If a series
of certificates consists of one or more classes, each class may differ in,
among other things, the amounts allocated for principal payments, priority of
payments, payment dates, maturity, and rights to enhancement.

REVOLVING PERIOD

Each class of certificates will begin with a period called a revolving period
during which the trust will not pay, or accumulate, principal for the related
certificateholders. The trust will usually pay available principal to the
holder of the transferor certificate but may pay amounts due to holders of
certificates of other series. The revolving period for a class starts on the
date that class is issued and ends at the start of an amortization period or an
accumulation period.

Following the revolving period, each class of certificates will have one or a
combination of the following periods in which:

- - - - - principal is accumulated in specified amounts and paid on a scheduled date
(this occurs during a controlled accumulation period);

- - - - - principal is paid in fixed amounts at scheduled intervals (this occurs
during a controlled amortization period);

- - - - - principal is paid in varying amounts at scheduled intervals (this occurs
during a principal amortization period);

- - - - - principal is accumulated in varying amounts following certain adverse
events and paid on a scheduled date (this occurs during a rapid
accumulation period);

- - - - - principal is paid in varying amounts each month following certain adverse
events (this occurs during a rapid amortization period).

CONTROLLED ACCUMULATION PERIOD

If a class of certificates has a controlled accumulation period, the trust is
expected to pay available principal to those certificateholders on a date
specified in the accompanying prospectus supplement called the scheduled
payment date. If the series has more than one class, each class may have a
different priority for payment. For a period of time prior to the scheduled
payment date, the trust is scheduled to deposit available principal in a trust
account in specified amounts plus any specified amounts not previously
deposited. If amounts sufficient to pay the investor interest for a class have
not been accumulated by the scheduled payment date for that class, a pay out
event will occur and the rapid amortization period will begin. The controlled
accumulation period for a class starts on a date specified in the accompanying
prospectus supplement and ends when any one of the following occurs:

- - - - - the investor interest for the class is paid in full;

- - - - - a rapid amortization period or, if it applies, a rapid accumulation period
starts; or

- - - - - the latest date by which principal and interest for the series of
certificates can be paid, called the series termination date.

CONTROLLED AMORTIZATION PERIOD

If a class of certificates has a controlled amortization period, the trust will
pay available principal to those certificateholders on each distribution date
during the controlled amortization period in a fixed amount plus any amounts
scheduled but not previously paid. If the series has more than one class, each
class may have a different priority for payment. The controlled amortization
period for a class starts on the date specified in the accompanying prospectus
supplement and ends when any one of the following occurs:

- - - - - the investor interest for the class is paid in full;

- - - - - a rapid amortization period starts; or

- - - - - the series termination date.

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<PAGE> 65
PRINCIPAL AMORTIZATION PERIOD

If a class of certificates has a principal amortization period, the trust will
pay available principal to those certificateholders on each distribution date
during the principal amortization period on which such certificateholders are
scheduled to receive it. If a series has more than one class, each class may
have a different priority and schedule for payment. The principal amortization
period for a class starts on the date specified in the accompanying prospectus
supplement and ends when any one of the following occurs:

- - - - - the investor interest for the class is paid in full;

- - - - - a rapid amortization period starts; or

- - - - - the series termination date.

RAPID ACCUMULATION PERIOD

If a class of certificates has a controlled accumulation period, it may also
have a rapid accumulation period. During a rapid accumulation period, the trust
will periodically deposit available principal in a trust account prior to the
scheduled payment date. The rapid accumulation period for a class starts as
specified in the accompanying prospectus supplement on a day on or after a
designated pay out event has occurred, but in no event later than the scheduled
payment date, and ends when any one of the following occurs:

- - - - - the investor interest for the class is paid in full;

- - - - - a rapid amortization period starts; or

- - - - - the scheduled payment date.

RAPID AMORTIZATION PERIOD

If a class of certificates is in a rapid amortization period, the trust will
pay available principal to those certificateholders on each distribution date.
If the series has more than one class, each class may have a different priority
for payment. For a class without a rapid accumulation period, the rapid
amortization period starts on the day a pay out event occurs. For a class with
a rapid accumulation period, the rapid amortization period starts as specified
in the accompanying prospectus supplement on a day on or after a pay out event
occurs, but in no event later than the scheduled payment date for that class.
The rapid amortization period ends when any of the following occurs:

- - - - - the investor interest for the class is paid in full;

- - - - - the series termination date; or

- - - - - the trust termination date.

PAY OUT EVENTS

A pay out event for any series of certificates will include certain adverse
events described in the accompanying prospectus supplement, including the
following:

- - - - - certain events of insolvency or receivership relating to the transferor;

- - - - - the transferor is unable to transfer receivables to the trust as required
under the agreement; or

- - - - - The trust becomes an "investment company" under the Investment Company Act
of 1940, as amended.

See "Description of the Certificates--Pay Out Events" in this prospectus.

SHARED EXCESS FINANCE CHARGE COLLECTIONS

Any series may be included in a shared excess finance charge collections group.
If specified in the accompanying prospectus supplement, to the extent that
collections of finance charge receivables allocated to any series are not
needed for that series, those collections may be applied to certain shortfalls
of another series in the same shared excess finance charge collections group.
To the extent that collections of finance charge receivables allocated to the
series of any shared excess finance charge collections group are not needed for
such series or group, those collections may be applied to certain shortfalls of
series in other shared excess finance charge collections

8
<PAGE> 66
groups. See "Description of the Certificates--Shared Excess Finance Charge
Collections" " -- Application of Collections" and " --Defaulted Receivables;
Rebates and Fraudulent Charges; Investor Charge-Offs" in this prospectus.

SHARED EXCESS PRINCIPAL COLLECTIONS

If specified in the accompanying prospectus supplement, to the extent that
collections of principal receivables and certain other amounts that are
allocated to the investor interest for any series are not needed for that
series, those collections may be applied to cover principal payments for
another series in the same group. Any reallocation for this purpose will not
reduce the investor interest for the series to which those collections were
initially allocated. See "Description of the Certificates--Shared Excess
Principal Collections" in this prospectus.

CREDIT ENHANCEMENT

Each class of a series may be entitled to credit enhancement. Credit
enhancement provides additional payment protection to investors in each class
of certificates that has credit enhancement.

Credit enhancement for the certificates of any class may take the form of one
or more of the following:

- subordination - letter of credit

- collateral interest - surety bond

- insurance policy - spread account

- cash collateral - reserve account
guaranty or account

The type, characteristics and amount of any credit enhancement will be:

- - - - - based on several factors, including the characteristics of the receivables
and accounts at the time a series of certificates is issued and

- - - - - established based on the requirements of each rating agency rating one or
more classes of the certificates of that series.

See "Credit Enhancement and Enhancement" and "Certificate Ratings" in this
prospectus.

OPTIONAL REPURCHASE

Bank of America has the option to repurchase any series of certificates once
the investor interest for the series is reduced to 5% or less of the initial
investor interest. See "Description of the Certificates--Final Payment of
Principal; Termination" in this prospectus.

TAX STATUS

For information concerning the application of the federal income tax laws,
including whether the certificates will be characterized as debt for federal
income tax purposes, see "Federal Income Tax Consequences" in this prospectus
and "Summary of Terms--Tax Status" in the accompanying prospectus supplement.

ERISA CONSIDERATIONS

Subject to important considerations described under "ERISA Considerations" in
this prospectus and in the accompanying prospectus supplement, Bank of America
anticipates that the Class A certificates will be eligible for purchase by
persons investing assets of employee benefit plans or individual retirement
accounts.

For reasons discussed under "ERISA Considerations" in this prospectus and the
accompanying prospectus supplement, the Class B certificates are not eligible
for purchase by persons investing assets of employee benefit plans or
individual retirement accounts.

CERTIFICATE RATINGS

Any certificate offered by this prospectus and the accompanying prospectus
supplement will be rated at issuance in one of the four highest rating
categories, excluding subcategory designations, by at least one nationally
recognized rating organization. Any nationally recognized rating organization
selected by the transferor to rate any series is a rating agency.

A rating is not a recommendation to buy, sell or hold securities and may be
revised or withdrawn at any time by the assigning rating agency. Each rating
should be evaluated independently of any other rating. See "Certificate
Ratings" in this prospectus.

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<PAGE> 67
RISK FACTORS

You should consider the following risk factors in deciding whether to
purchase the certificates.

LIMITED ABILITY TO
RESELL YOUR CERTIFICATES The underwriters may assist in resales of
the certificates but they are not
required to do so. A secondary
market for any certificates may not
develop. If a secondary market does
develop, it might not continue or it
might not be sufficiently liquid to
allow you to resell any of your
certificates.

LIMITED OBLIGATIONS The certificates will represent interests
in the trust only and will not
represent interests in or
obligations of the transferor or any
affiliate of the transferor. The
transferor's obligations with
respect to the certificates and the
receivables are limited to (i) any
obligations as transferor created
pursuant to the transferor's
representations and warranties with
respect to the receivables and (ii)
any obligations as servicer under
the agreement. The certificates are
not deposits and neither the
certificates nor the underlying
accounts or receivables are insured
or guaranteed by the Federal Deposit
Insurance Corporation (the "FDIC")
or any other governmental agency.
Proceeds of the assets included in
the trust (including the receivables
and any enhancement) will be the
only source of payments on the
certificates, and there will be no
recourse to the transferor or any
other entity in the event that such
proceeds are insufficient or
otherwise unavailable to make
payments on the certificates.

POTENTIAL PRIORITY OF
CERTAIN LIENS The transferor has transferred the
receivables to the trust. However, a
court could conclude that the
transferor still owns the
receivables and that the trust holds
only a security interest. The
transferor has taken steps to give
the trustee a "first priority
perfected security interest" in the
receivables in the event a court
concludes the transferor still owns
the receivables. The holder of a
tax or government lien (or other
lien permitted under the law without
the consent of the transferor) on
the transferor's property that
attaches before new receivables come
into existence, may have priority
over the trust's interest in such
new receivables. Also, if the
transferor becomes insolvent or
enters bankruptcy and the FDIC is
appointed conservator or receiver of
the transferor, the FDIC's
administrative expenses might be
paid from the receivables before the
trust receives any payments on the
receivables. See "Certain Legal
Aspects of the Receivables--Transfer
of Receivables" and "Description of
the Certificates--Representations
and Warranties" in this prospectus.

POSSIBLE EFFECTS OF INSOLVENCY
OR BANKRUPTCY OF THE TRANSFEROR,
OTHER HOLDER OF TRANSFEROR
CERTIFICATE OR THE SERVICER The FDIC has stated that a security
interest granted by a bank should be
respected by the FDIC where--

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

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<PAGE> 68
FDIC staff positions taken prior to the
passage of the Financial
Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA")
do not suggest that the FDIC would
interrupt the timely transfer to the
trust of payments collected on the
receivables. If the FDIC were to
assert a different position, your
payments of outstanding principal
and interest could be delayed and
possibly reduced. For example, under
the Federal Deposit Insurance Act
(the "FDIA"), the FDIC could--

- require the trustee to go through an
administrative claims procedure to
establish its right to those
payments;

- request a stay of proceedings with
respect to the transferor; or

- reject the transferor's sales contract
and limit the trust's resulting
claim to "actual direct
compensatory damages."

If a conservator or receiver were
appointed for the transferor, then a
pay out event could occur on all
outstanding series. Under the terms
of the agreement, new principal
receivables would not be transferred
to the trust and the trustee would
sell the receivables (unless holders
of more than 50% of the investor
interest of each class of
outstanding certificates, and anyone
else authorized to vote on those
matters in a series supplement, gave
the trustee other instructions). The
trust would then terminate earlier
than was planned and you could have
a loss if the sale of the
receivables produced insufficient
net proceeds to pay you in full.
However, the conservator or receiver
may have the power--

- regardless of the terms of the
agreement (a) to prevent the
beginning of a rapid amortization
period (or, if applicable, rapid
accumulation period), (b) to
prevent the early sale of the
receivables and termination of the
trust or (c) to require new
principal receivables to continue
being transferred to the trust; or

- regardless of the instructions of those
authorized to direct the trustee's
actions under the agreement (a) to
require the early sale of the
receivables, (b) to require
termination of the trust and
retirement of the certificates or
(c) to prohibit the continued
transfer of principal receivables
to the trust.

In addition, if a servicer default occurs
solely because a conservator or
receiver is appointed for the
servicer, the conservator or
receiver might have the power to
prevent either the trustee or the
certificateholders from appointing a
new servicer under the agreement.
See "Certain Legal Aspects of the
Receivables--Certain Matters
Relating to Receivership" in this
prospectus.

TRANSFEROR'S ABILITY TO CHANGE
TERMS OF THE ACCOUNTS AND
POSSIBLE EFFECT ON
CERTIFICATEHOLDERS The transferor transfers the receivables
to the trust but continues to own
the accounts. As owner of the
accounts, the transferor retains the
right to change various account
terms (including finance charges and
other fees it charges and the
required monthly minimum payment). A
pay out event could occur if the
transferor reduces the finance
charges and other fees it charges
and a corresponding decrease in the
collection of

11
<PAGE> 69
finance charges and fees results. In
addition, changes in the account
terms may alter payment patterns. If
payment rates decrease significantly
at a time when you are scheduled to
receive principal, you might receive
principal more slowly than planned.

The transferor will not reduce the
interest rate it charges on the
receivables or other fees if that
action would result in a pay out
event unless the transferor is
required by law or determines it is
necessary to maintain its credit
card business, based on its good
faith assessment of its business
competition.

The transferor will not change the terms
of the accounts or its servicing
practices (including the reduction
of the required minimum monthly
payment and the calculation of the
amount or the timing of finance
charges, other fees and charge-offs)
unless the transferor reasonably
believes a pay out event would not
occur for any series and takes the
same action on its other
substantially similar accounts, to
the extent permitted by those
accounts.

The transferor has no restrictions on its
ability to change the terms of the
accounts except as described above
or in the accompanying prospectus
supplement. Changes in relevant law,
changes in the marketplace or
prudent business practices could
cause the transferor to change
account terms.

EFFECTS OF CONSUMER PROTECTION
LAWS ON CERTIFICATEHOLDERS Federal and state consumer protection
laws regulate the creation and
enforcement of consumer loans.
Congress and the states could
further regulate the credit card and
consumer credit industry in ways
that make it more difficult for the
servicer to collect payments on the
receivables or that reduce the
finance charges and other fees that
the transferor can charge on credit
card account balances. For example,
if the transferor were required to
reduce its finance charges and other
fees, resulting in a corresponding
decrease in the accounts' effective
yield, this could lead to a pay out
event, resulting in the payment of
principal sooner than expected. See
"Description of the
Certificates--Pay Out Events" in
this prospectus.

The transferor makes representations and
warranties relating to the validity
and enforceability of the
receivables. Subject to certain
conditions described under
"Description of the
Certificates--Representations and
Warranties" in this prospectus, the
transferor must accept reassignment
of each receivable that does not
comply in all material respects with
all requirements of applicable law.
However, we do not anticipate that
the trustee will make any
examination of the receivables or
the related records for the purpose
of determining the presence or
absence of defects, compliance with
representations and warranties, or
for any other purpose. The only
remedy if any representation or
warranty is violated, and the
violation continues beyond the
period of time the transferor has to
correct the violation, is that the
transferor must accept reassignment
of the receivables affected by the
violation (subject to certain
conditions described under
"Description of the
Certificates--Representations and
Warranties" in this prospectus). See
also "Certain Legal Aspects of the
Receivables--Consumer Protection
Laws" in this prospectus.

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<PAGE> 70
If a cardholder sought protection under
federal or state bankruptcy or
debtor relief laws, a court could
reduce or discharge completely the
cardholder's obligations to repay
amounts due on its Account and, as a
result, the related receivables
would be charged-off as
uncollectible. The
certificateholders could suffer a
loss if insufficient funds are
available from credit enhancement or
other sources. See "Description of
the Certificates--Defaulted
Receivables; Rebates and Fraudulent
Charges; Investor Charge-Offs" in
this prospectus.

TIMING OF PRINCIPAL PAYMENTS The receivables may be paid at any time.
We cannot assure the creation of
additional receivables in the
accounts or that any particular
pattern of cardholder payments will
occur. The commencement and
continuation of a revolving period,
a controlled amortization period, a
principal amortization period or a
controlled accumulation period for a
series or class of that series
depend upon the continued generation
of new receivables to be conveyed to
the trust. A significant decline in
the amount of receivables generated
could result in the occurrence of a
pay out event for one or more series
and the commencement of the rapid
amortization period or, if
applicable, the rapid accumulation
period for each of those series. If
a pay out event occurs, you could
receive payment of principal sooner
than expected. The transferor's
ability to compete in the current
industry environment will affect its
ability to generate new receivables
and might also affect payment
patterns on the receivables. In
addition, changes in finance charges
can alter the monthly payment rates
of cardholders. A significant
decrease in monthly payment rates
could slow the return or
accumulation of principal during an
amortization period or accumulation
period. See "Maturity Assumptions"
in this prospectus.

EFFECT OF SUBORDINATION ON
SUBORDINATED
CERTIFICATEHOLDERS Where one or more classes in a series are
subordinated, principal payments on
the subordinated class or classes
generally will not begin until the
senior class or classes are repaid.
Additionally, if collections of
finance charge receivables allocated
to a series are insufficient to
cover amounts due for that series's
senior certificates, the investor
interest for the subordinated
certificates might be reduced. This
would reduce the amount of the
collections of finance charge
receivables available to the
subordinated certificates in future
periods and could cause a possible
delay or reduction in principal and
interest payments on the
subordinated certificates. If
receivables had to be sold, the net
proceeds of that sale available to
pay principal would be paid first to
senior certificateholders and any
remaining net proceeds would be paid
to the subordinated
certificateholders.

RISKS RELATING TO RECEIVABLES IN
DEFAULTED ACCOUNTS Each class of certificates will be
allocated a portion of the
receivables charged-off as
uncollectible. See "Description of
the Certificates--Allocation
Percentages" and "Bank of America's
Credit Card Activities--Delinquency
and Loss Experience" in the
accompanying prospectus supplement.
If the amounts of receivables
charged-off as uncollectible that
are allocated to any certificates
exceed the amounts available to
cover them, which could occur if the
limited amount of credit enhancement
is reduced to zero, those
certificateholders may not receive
the full amount of principal and
interest due to them. See
"Description of the
Certificates--Reallocation of Cash
Flows,"

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<PAGE> 71
\ "--Application of Collections" and
"--Defaulted Receivables; Investor
Charge-Offs" in the accompanying
prospectus supplement.

BASIS RISK Some accounts may have finance charges
set at a variable rate based on a
designated index (for example, the
prime rate). A series of
certificates may bear interest
either at a fixed rate or at a
floating rate based on a different
index. If the rate charged on the
accounts declines, collections of
finance charge receivables may be
reduced without a corresponding
reduction in the amounts payable as
interest on the certificates and
other amounts paid from collections
of finance charge receivables.

EFFECTS ON CERTIFICATEHOLDERS OF
ISSUANCE OF ADDITIONAL SERIES
BY THE TRUST The trust has issued other series of
certificates and is expected to
issue additional series from time to
time. The trust may issue additional
series with terms that are different
from your series without the prior
review or consent of any
certificateholders. It is a
condition to the issuance of each
new series that each rating agency
that has rated an outstanding series
confirm in writing that the issuance
of the new series will not result in
a reduction or withdrawal of its
then current rating of such
outstanding series. However, the
terms of a new series could affect
the timing and amounts of payments
on any other outstanding series.

THE TRUST

The BA Master Credit Card Trust (the "Trust") has been formed in accordance
with the laws of the State of New York pursuant to the pooling and servicing
agreement (as amended from time to time, the "Agreement") between Bank of
America, as transferor (the "Transferor") and as servicer (the "Servicer"), and
U.S. Bank National Association (formerly known as First Bank National
Association), as Trustee (the "Trustee"). The Trust will not engage in any
business activity other than acquiring and holding Receivables, issuing Series
(each, a "Series") of asset backed certificates (the "Certificates"),
Supplemental Certificates and the Transferor Certificate, making payments
thereon and engaging in related activities (including, with respect to any
Series, obtaining any Enhancement, including any Credit Enhancement, guaranteed
rate agreement, maturity liquidity facility, interest rate cap agreement,
interest rate swap agreement, currency swap agreement, or other similar
arrangement ("Enhancement") and entering into an Enhancement agreement relating
thereto). As a consequence, the Trust is not expected to have any need for
additional capital resources other than the assets of the Trust. Furthermore,
no such additional capital resources will be available.

BANK OF AMERICA'S CREDIT CARD ACTIVITIES
GENERAL

On December 1, 1994, Bank of America National Trust and Savings Association
("Bank of America NT&SA") transferred its credit card accounts and certain
related assets to Bank of America National Association ("Bank of America"). A
selected portion of these transferred accounts initially constituted the
accounts within the Trust. The receivables (the "Receivables") which Bank of
America has conveyed and will convey to the Trust pursuant to the Agreement,
have been generated from transactions made by cardholders of VISA Classic and
VISA Gold credit card accounts and Standard MasterCard and Gold MasterCard
credit card accounts. Bank of America is a member of VISA U.S.A. Inc. and of
MasterCard International Incorporated.

The following discussion relates to the accounts in the Identified Pool from
which the Accounts were selected. The Eligible Accounts from which the
Accounts were selected do not necessarily represent the Identified Pool. In
addition, Additional Accounts may consist of Eligible Accounts which are not
currently in existence and which may be selected using different criteria from
those used in selecting the Accounts already included in the Trust. See

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<PAGE> 72

"Description of the Certificates - Addition of Trust Assets" in this
prospectus. Consequently, actual loss and delinquency, revenue and monthly
payment rate experience with respect to the Eligible Accounts may be different
from that experienced by the Trust Portfolio and the Identified Pool described
in the Prospectus Supplement.

The VISA and MasterCard credit card accounts may be used, and amounts charged
by cardholders for goods and services and cash advances ("Principal
Receivables") may be created, in four types of transactions: credit card
purchases, cash advances, overdraft protection, and in certain cases,
consolidation of outstanding balances of other credit card accounts.

Each cardholder is subject to an agreement with Bank of America governing the
terms and conditions of the related VISA or MasterCard credit card account.
Pursuant to each such agreement, Bank of America reserves the right, subject to
such notice to the cardholder as may be required by law, to add to or change
the terms of its VISA or MasterCard credit card accounts at any time,
including, without limitation, increasing or decreasing the periodic finance
charges, or other charges, or the minimum monthly payment requirements.

The credit evaluation, collection, and charge-off policies and servicing
practices of Bank of America, as well as the terms and conditions governing
cardholder agreements in effect as of the date hereof, are under continuous
review by Bank of America and may change at any time in accordance with Bank of
America's business judgment, applicable law and guidelines established by
regulatory authorities.

Transactions creating the Receivables through the use of the credit cards are
processed through the VISA and MasterCard systems. If either system materially
curtails its activities, or if Bank of America ceases to be a member of VISA or
MasterCard, for any reason, a Pay Out Event could occur, and delays in payments
on the Receivables and possible reductions in the amounts thereof could occur.

The Accounts within the Trust are currently serviced by Bank of America.
However, Bank of America has delegated the data processing services relating to
all of the Accounts to Total System Services, Inc ("TSYS"), in Columbus,
Georgia. TSYS is a credit, debit and private-label card processing company.
Under this delegation, TSYS provides a variety of data processing services to
Bank of America, including processing credit slips (drafts), cash advances and
accountholder purchases for merchants. Additionally, TSYS stores customer's
data files, updates master files daily, and provides master file tapes monthly,
makes billing statement calculations, creates statement files, handles the
daily posting of transactions to the accounts and handles the daily settlements
with MasterCard and VISA.

ORIGINATIONS AND UNDERWRITING

Credit card accounts are generated by Bank of America principally through:
(1) applications made available to prospective cardholders through a network of
branches operated by Bank of America's affiliated banks; (2) direct-mail
solicitations on a non-prescreened basis; (3) applications mailed to customers
of Bank of America's affiliates; (4) pre-approved direct-mail solicitations of
individuals who were prescreened at credit bureaus on the basis of criteria
furnished by Bank of America; (5) consumer-initiated requests; and (6) the
acquisition of credit card portfolios from other financial institutions.

When originating accounts, Bank of America is subject to the Corporation's
credit policy guidelines which govern lending activities at all Corporation
subsidiaries. The Corporation's credit policy has addressed guiding principles,
basic rules, policies, and special requirements to which all Corporation
subsidiaries have been held accountable. Bank of America's ongoing compliance
with the Corporation's credit policy and governing laws and regulations is
frequently reviewed by internal compliance specialists, the Corporation's
auditors and external auditors, and regulatory agency personnel.

Bank of America's national direct-mail solicitation process begins with a
prescreening review to identify creditworthy consumers for a credit card
account. As part of the prescreening process, Bank of America provides a set of
credit history criteria to credit reporting agencies, which in turn generate a
list of prospective cardholders with desired attributes. Bank of America
further refines the list by applying its internal underwriting criteria. These
additional criteria are applied using risk analysis and other statistical
models designed to predict the potential credit risk of prospective
cardholders.

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<PAGE> 73
In the case of an application which is not pre-approved, the credit risk of
the applicant is evaluated with a credit scoring system, intended to provide a
general indication, based on the information available, of the applicant's
willingness and ability to repay his or her obligations. Each application is
scored and evaluated based jointly on information reported on the application
and by independent credit reporting agencies.

Before purchasing a portfolio of credit card accounts from another financial
institution, Bank of America reviews the historical performance and seasoning
of the portfolio and the policies and practices of the other financial
institution. Bank of America, however, does not requalify individual accounts
within the acquired portfolio. There can be no assurance, therefore, that
accounts so acquired have been originated in a manner consistent with Bank of
America's policies or that the underwriting and qualification of such accounts
conformed with prudent underwriting and qualification standards. However,
following the acquisition of a portfolio of credit card accounts, Bank of
America services and maintains such acquired accounts consistent with Bank of
America's policies and practices.

The initial credit line of any account originated by Bank of America is based
on, among other things, each consumer's credit profile, level of existing and
potential indebtedness relative to assumed income and estimated income, and
demographic data. Cardholder requests for credit line increases are evaluated
by Bank of America based on current credit bureau reports, updated application
data, and prior account performance. In addition, Bank of America periodically
increases and decreases credit lines for cardholders meeting specific criteria.

Each Account is subject to an agreement governing the terms and conditions of
the Accounts. In that agreement, Bank of America reserves the right to change
or terminate any terms, conditions, services or features of an Account
(including, without limitation, increasing or decreasing monthly periodic
finance charges, other fees or minimum payments).

CUSTOMER SERVICE

Customer service representatives are available seven days a week.
Technologies, such as voice-response units for incoming calls, together with
multiple tracking and reporting systems, are employed as part of Bank of
America's effort to ensure that service standards are achieved and maintained.

INTERCHANGE

Creditors participating in the VISA and MasterCard associations receive
certain fees from VISA and MasterCard ("Interchange") as partial compensation
for taking credit risk, absorbing fraud losses and funding receivables for a
limited period prior to initial billing. Under the VISA and MasterCard systems,
a portion of this Interchange, in connection with cardholder charges for goods
and services, is passed from banks which clear the transactions for merchants
to credit card issuing banks. Interchange fees are set annually by MasterCard
and VISA and are based on the number of credit card transactions and the amount
charged per transaction. The Transferor may be required, as described in the
accompanying Prospectus Supplement (the "Prospectus Supplement"), to transfer
to the Trust a percentage of the Interchange attributable to cardholder charges
for goods and services in the related Accounts. If so required to be
transferred, Interchange arising under the Accounts will be allocated to the
related Certificates of any Series in the manner provided in the accompanying
Prospectus Supplement, and, unless otherwise provided in the accompanying
Prospectus Supplement, will be treated as collections of Finance Charge
Receivables and will be used to pay required monthly payments including
interest on the related Series of Certificates, and, in some cases, to pay all
or a portion of the fee (the "Servicing Fee") paid to the Servicer as servicing
compensation.

COMPETITION IN THE CREDIT CARD INDUSTRY

The credit card industry is highly competitive. As new credit card
companies enter the market and all companies try to expand their market share,
effective advertising, target marketing and pricing strategies grow in
importance. Bank of America's ability to compete in this industry environment
will affect its ability to generate new Receivables and might also affect
payment patterns on the Receivables. If the rate at which Bank of America
generates new Receivables declines significantly, Bank of America might be
unable to designate additional Accounts to the Trust and a Pay Out Event could
occur, resulting in payment of principal sooner than expected. If

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<PAGE> 74
the rate at which Bank of America generates new Receivables decreases
significantly at a time when Certificateholders are scheduled to receive
principal, Certificateholders might receive principal more slowly than planned.

THE RECEIVABLES

The Receivables conveyed to the Trust will arise in the credit card accounts
(the "Accounts") selected from a sub-set of MasterCard and VISA accounts
identified by the Transferor (such sub-set as identified from time to time, the
"Identified Pool") from among all MasterCard and VISA accounts owned by the
Transferor (the "Bank Portfolio"). The Accounts were selected on the basis of
criteria set forth in the Agreement as applied on the date (the "Cut-Off Date")
specified in the accompanying Prospectus Supplement and, with respect to
Additional Accounts, as of the date of their designation (collectively, the
"Trust Portfolio"). The Transferor will have the right (subject to certain
limitations and conditions set forth therein), and in some circumstances will
be obligated, to designate from time to time additional eligible revolving
credit card accounts to be included as Accounts (the "Additional Accounts") and
to transfer to the Trust all Receivables of such Additional Accounts, whether
such Receivables are then existing or thereafter created, or to transfer to the
Trust, Participations in lieu of such Receivables or in addition thereto. Any
Additional Accounts designated pursuant to the Agreement must be Eligible
Accounts as of the date the Transferor designates such accounts as Additional
Accounts. Furthermore, pursuant to the Agreement, the Transferor has the right
(subject to certain limitations and conditions) to designate certain Accounts
and to require the Trustee to reconvey all Receivables in such Accounts (the
"Removed Accounts") to the Transferor, whether such Receivables are then
existing or thereafter created. Throughout the term of the Trust, the related
Accounts from which the Receivables arise will be the Accounts designated by
the Transferor on the relevant Cut-Off Date plus any Additional Accounts minus
any Removed Accounts. The Transferor will make certain representations and
warranties with respect to the Receivables. See "Description of the
Certificates--Representations and Warranties" in this Prospectus.

The Prospectus Supplement relating to each Series of Certificates will
provide certain information about the Trust Portfolio as of the date specified.
Such information will include, but not be limited to, the amount of Principal
Receivables, the amount of related charges and credit card fees ("Finance
Charge Receivables"), the range of principal balances of the Accounts and the
average thereof, the range of credit limits of the Accounts and the average
thereof, the range of ages of the Accounts and the average thereof, the
geographic distribution of the Accounts, the types of Accounts and delinquency
statistics relating to the Accounts.

MATURITY ASSUMPTIONS

For each Series, following the Revolving Period, collections of Principal
Receivables are expected to be distributed to the holders of each Class of
Certificates (the "Certificateholders") of such Series or any specified class
(each, a "Class") thereof on each specified distribution date (each, a
"Distribution Date") during either a period called the "Controlled Amortization
Period" or a period called the "Principal Amortization Period," or are expected
to be accumulated for payment to Certificateholders of such Series or any
specified Class thereof during a period called the "Controlled Accumulation
Period" and, under certain limited circumstances if so specified in the
accompanying Prospectus Supplement, a period called the "Rapid Accumulation
Period" (each, an "Accumulation Period") and distributed on a payment date
specified in the accompanying Prospectus Supplement (a "Scheduled Payment
Date"); provided, however, that, if the Rapid Amortization Period commences,
collections of Principal Receivables will be paid to Certificateholders in the
manner described in this Prospectus and in the accompanying Prospectus
Supplement. The accompanying Prospectus Supplement specifies when the
Controlled Amortization Period, the Principal Amortization Period or an
Accumulation Period, as applicable, will commence, the principal payments
expected or available to be received or accumulated during such Controlled
Amortization Period, Principal Amortization Period or Accumulation Period, or
on the Scheduled Payment Date, as applicable, the manner and priority of
principal accumulations and payments among the Classes of a Series of
Certificates, the payment rate assumptions on which such expected principal
accumulations and payments are based and the Pay Out Events which, if any were
to occur, would lead to the commencement of a Rapid Amortization Period or, if
so specified in the accompanying Prospectus Supplement, a Rapid Accumulation
Period.

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<PAGE> 75
No assurance can be given, however, that the Principal Receivables allocated
to be paid to Certificateholders or the holders of any specified Class thereof
will be available for distribution or accumulation for payment to
Certificateholders on each Distribution Date during the Controlled Amortization
Period, the Principal Amortization Period or an Accumulation Period, or on the
Scheduled Payment Date, as applicable. In addition, the Transferor can give no
assurance that the payment rate assumptions for any Series will prove to be
correct. The accompanying Prospectus Supplement will provide certain historical
data relating to payments by cardholders, total charge-offs and other related
information relating to the Identified Pool and the Trust Portfolio, as
applicable. There can be no assurance that future performance will be
consistent with such historical data.

Cardholders' use of credit and payment patterns may change due to seasonal
variations, the payment habits of individual cardholders, and in response to a
variety of social, technological, legal and economic factors. As a result, the
amount of collections of Receivables may vary from month to month. Relevant
economic factors include the rate of inflation, unemployment levels and
relative interest rates. While the addresses of the cardholders in the
portfolio suggest a wide geographic distribution, the Transferor is unable to
determine the extent to which these factors may affect future credit use or
payment patterns. There can be no assurance that collections of Principal
Receivables with respect to the Trust Portfolio, and thus the rate at which the
related Certificateholders could expect to receive or accumulate payments of
principal on their Certificates during an Amortization Period or Accumulation
Period, or on any Scheduled Payment Date, as applicable, will be similar to any
historical experience set forth in the accompanying Prospectus Supplement. If a
Pay Out Event occurs and the Rapid Amortization Period commences, the average
life and maturity of such Series of Certificates could be significantly
reduced.

Because, for any Series of Certificates, there may be a slowdown in the
payment rate below the payment rate used to determine the amount of collections
of Principal Receivables scheduled or available to be distributed or
accumulated for later payment to Certificateholders or any specified Class
thereof during a Controlled Amortization Period, a Principal Amortization
Period or a Rapid Amortization Period (each, an "Amortization Period") or an
Accumulation Period or on any Scheduled Payment Date, as applicable, or a Pay
Out Event may occur which could initiate the Rapid Amortization Period, there
can be no assurance that the actual number of months elapsed from the date of
issuance of such Series of Certificates to the final Distribution Date with
respect to the Certificates will equal the expected number of months.

USE OF PROCEEDS

The net proceeds from the sale of each Series of Certificates offered hereby
will be paid to the Transferor. The Transferor will use such proceeds for its
general corporate purposes or for such other purpose specified in the
accompanying Prospectus Supplement.

BANKAMERICA CORPORATION AND BANK OF AMERICA

BankAmerica Corporation (the "Corporation") is a multi-bank holding company
formed in connection with the merger of NationsBank Corporation, a North
Carolina corporation ("NationsBank") and the former BankAmerica Corporation, a
Delaware corporation ("BAC") pursuant to an Agreement and Plan of
Reorganization dated as of April 10, 1998 (the "Merger Agreement"). Pursuant
to the Merger Agreement, (i) NationsBank formed a new Delaware subsidiary
("NationsBank (DE)") and merged (the "Reincorporation Merger") with and into
NationsBank (DE), with NationsBank (DE) as the surviving corporation in the
Reincorporation Merger, and (ii) BAC thereafter merged (the "Merger," and
together with the Reincorporation Merger, the "Reorganization") with and into
NationsBank (DE), with NationsBank (DE) as the surviving Corporation in the
Merger. The Merger was consummated on September 30, 1998, at which time the
surviving corporation changed its name to BankAmerica Corporation. Through its
subsidiaries, the Corporation provides diverse banking and other financial
services to individuals, businesses and corporate, institutional and
governmental clients across the United States and around the world.

Bank of America is a wholly-owned subsidiary of the Corporation. Bank of
America was formed in 1989 and is headquartered in Phoenix, Arizona. Bank of
America is a national bank organized under the laws of the United States and
regulated primarily by the Office of the Comptroller of the Currency. Bank of
America's activities are primarily related to credit card lending.

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<PAGE> 76
Bank of America NT&SA, a wholly-owned subsidiary of the Corporation, was
formed in 1904. On December 1, 1994, Bank of America NT&SA transferred its
credit card accounts and certain related assets to Bank of America. A selected
portion of these transferred accounts initially constituted the Accounts within
the Trust.

The Prospectus Supplement for each Series of Certificates contains additional
information, including financial information, relating to the Corporation and
Bank of America.

DESCRIPTION OF THE CERTIFICATES

The Certificates will be issued in Series. Each Series will represent an
interest in the Trust other than the interests represented by any other Series
of Certificates issued by the Trust (which may include Series offered pursuant
to this Prospectus) and the Transferor Certificate. The "Transferor
Certificate" represents the remaining interest in the assets of the Trust not
represented by the Certificates and other interests issued by the Trust. Each
Series will be issued pursuant to the Agreement entered into by Bank of America
and the Trustee and a series supplement to the Agreement (a "Series
Supplement"), a copy of the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following
summaries describe certain provisions common to each Series of Certificates.
The summaries do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Agreement and the applicable Series Supplement.

GENERAL

The Certificates of each Series will represent interests in certain assets of
the Trust, including the right to the applicable "Investor Percentage," as
described in the accompanying Prospectus Supplement, of all cardholder payments
on the Receivables in the Trust. For each Series of Certificates, the aggregate
amount of Principal Receivables allocated to such Series establishes that
Series' "Investor Interest." The Investor Interest on any date generally will
be equal to the initial Investor Interest as of the related date of issuance
(the "Closing Date") for such Series (increased by the principal balance of any
Certificates of such Series issued after the for such Series) minus the amount
of principal paid to the related Certificateholders prior to such date and
minus the amount of unreimbursed Investor Charge-Offs with respect to such
Certificates prior to such date, except that the Investor Interest of any
pre-funded Series may increase upon the transfer of additional Principal
Receivables to the Trust or the reduction of the Investor Interest or the
Adjusted Investor Interest of another Series. If so specified in the Prospectus
Supplement relating to any Series of Certificates, under certain circumstances
the Investor Interest may be further adjusted by the amount of principal
allocated to Certificateholders, the funds on deposit in any specified account,
and any other amount specified in the accompanying Prospectus Supplement.

Each Series of Certificates may consist of one or more Classes, one or more
of which may be Senior Certificates ("Senior Certificates") and one or more of
which may be Subordinated Certificates ("Subordinated Certificates"). Each
Class of a Series will evidence the right to receive a specified portion of
each distribution of principal or interest or both. The Investor Interest with
respect to a Series with more than one Class will be allocated among the
Classes as described in the accompanying Prospectus Supplement. The
Certificates of a Class may differ from Certificates of other Classes of the
same Series in, among other things, the amounts allocated to principal
payments, maturity date, interest rate per annum ("Certificate Rate") and the
availability of Enhancement.

For each Series of Certificates, payments or deposits of interest and
principal will be made on Distribution Dates specified in the accompanying
Prospectus Supplement to Certificateholders in whose names the Certificates
were registered on the record dates (each, a "Record Date") or otherwise as
specified in the accompanying Prospectus Supplement. Interest will be
distributed to Certificateholders in the amounts, for the periods and on the
dates specified in the accompanying Prospectus Supplement.

For each Series of Certificates, the Transferor initially will own the
Transferor Certificate. The Transferor Certificate will represent the undivided
interest in the Trust not represented by the Certificates issued and
outstanding under the Trust or the rights, if any, of any Credit Enhancement
Providers to receive payments from the Trust. The holder of the Transferor
Certificate will have the right to a percentage (the "Transferor Percentage")
of all cardholder payments from the Receivables in the Trust. If provided in
the Agreement and the accompanying Prospectus Supplement, the Transferor
Certificate may be transferred in whole or in part subject to certain

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<PAGE> 77
limitations and conditions set forth therein. See "--Certain Matters Regarding
the Transferor and the Servicer" in this Prospectus.

Unless otherwise specified in the accompanying Prospectus Supplement, with
respect to each Series of Certificates, during the period beginning on the
Closing Date and ending with the commencement of an Amortization Period or an
Accumulation Period (the "Revolving Period"), the amount of the Investor
Interest in the Trust will remain constant except under certain limited
circumstances. See "Description of the Certificates--Defaulted Receivables;
Rebates and Fraudulent Charges; Investor Charge-Offs" in this Prospectus. The
amount of Principal Receivables in the Trust, however, will vary each day as
new Principal Receivables are created and others are paid. The "Transferor
Interest" is the aggregate amount of Principal Receivables in the Trust not
allocated to each Series. The amount of the Transferor Interest will fluctuate
each day, therefore, to reflect the changes in the amount of the Principal
Receivables in the Trust. When a Series is amortizing, the Investor Interest of
such Series will decline as customer payments of Principal Receivables are
collected and distributed to or accumulated for distribution to the
Certificateholders. 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 the Trust. The Transferor Interest in the Trust may also be
reduced as the result of a new issuance of a Series of Certificates (a "New
Issuance"). See "--New Issuance" in this Prospectus.

Unless otherwise specified in the accompanying Prospectus Supplement,
Certificates of each Series initially will be represented by certificates
registered in the name of the nominee of The Depository Trust Company "DTC"
(together with any successor depository selected by the Transferor, the
"Depository") except as set forth below. Unless otherwise specified in the
accompanying Prospectus Supplement, with respect to each Series of
Certificates, beneficial interests in the Certificates will be available for
purchase in minimum denominations of $1,000 and integral multiples thereof in
book-entry form only. The Transferor has been informed by DTC that DTC's
nominee will be Cede. & Co. ("Cede"). Accordingly, Cede is expected to be the
holder of record of each Series of Certificates. No owner of beneficial
interests in the Certificates (a "Certificate Owner") acquiring an interest in
the Certificates will be entitled to receive a certificate representing such
person's interest in the Certificates. Unless and until Definitive Certificates
are issued for any Series under the limited circumstances described in this
Prospectus, all references in this Prospectus to actions by Certificateholders
shall refer to actions taken by DTC upon instructions from its Participants (as
defined below). In addition, unless and until Certificates in fully
registered, certificated form ("Definitive Certificates") are issued for any
Series, the Trustee will not consider a Certificate Owner to be a
Certificateholder (as that term is used in the Agreement) and all references in
this Prospectus to distributions, notices, reports and statements to
Certificateholders shall refer to distributions, notices, reports and
statements to DTC or Cede, as the registered holder of the Certificates, as the
case may be, for distribution to Certificate Owners in accordance with DTC
procedures. Therefore, until such time, a Certificate Owner will only be able
to exercise its rights as a Certificateholder, indirectly through DTC,
Cedelbank, societe anonyme ("Cedelbank") or the Euroclear System and their
participating organizations. See "-- Book-Entry Registration" and "--Definitive
Certificates" in this Prospectus.

If so specified in the Prospectus Supplement relating to a Series,
application will be made to list the Certificates of such Series, or all or a
portion of any Class thereof, on the Luxembourg Stock Exchange or any other
specified exchange.

BOOK-ENTRY REGISTRATION

Unless otherwise specified in the accompanying Prospectus Supplement, with
respect to each Series of Certificates, Certificateholders may hold their
Certificates through DTC (in the United States) or Cedelbank or Euroclear (in
Europe) if they are participants of such systems, or indirectly through
organizations that are participants in such systems.

Cede, as nominee for DTC, will hold the global Certificates. Cedelbank and
Euroclear will hold omnibus positions on behalf of the Cedelbank Customers and
the Euroclear Participants, respectively, through customers' securities
accounts in Cedelbank's and Euroclear's names on the books of their respective
depositaries (collectively, the "Depositaries") which in turn will hold such
positions in customers' securities accounts in the Depositaries' names on the
books of DTC.

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DTC is a limited-purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered 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 participating organizations ("Participants") and facilitate
the clearance and settlement of securities transactions between Participants
through electronic book-entry changes in accounts of Participants, thereby
eliminating the need for physical movement of certificates. Participants
include securities brokers and dealers (who may include the underwriters of any
Series), banks, trust companies and clearing corporations and may include
certain other organizations. Indirect access to the DTC system also is
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly (the "Indirect Participants").

DTC management is aware that some computer applications and systems used for
processing data were written using two digits rather than four to define the
applicable year, and therefore may not recognize a date using "00" as the Year
2000. This could result in the inability of these systems to properly process
transactions with dates in the Year 2000 and thereafter. DTC has developed and
is implementing a program to address this problem so that its applications and
systems relating to the payment of distributions (including principal and
income payments) to securityholders, book-entry deliveries and settlement of
trades within DTC continue to function properly. This program includes a
technical assessment and a remediation plan, each of which is complete. DTC
plans to implement a testing phase of this program which is expected to be
completed within appropriate time frames.

In addition, DTC is contacting (and will continue to contact) third party
vendors that provide services to DTC to determine the extent of their Year 2000
compliance, and DTC will develop contingency plans as it deems appropriate to
address failures in Year 2000 compliance on the part of third party vendors.
However, there can be no assurance that the systems of third party vendors will
be timely converted and will not adversely affect the proper functioning of
DTC's services.

THE INFORMATION SET FORTH IN THE PRECEDING TWO PARAGRAPHS HAS BEEN PROVIDED
BY DTC FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SERVE AS A
REPRESENTATION, WARRANTY OR CONTRACT MODIFICATION OF ANY KIND. THE TRANSFEROR
MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION.

Transfers between Participants will occur in accordance with DTC rules.
Transfers between Cedelbank 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 Cedelbank 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, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system
by the counterparty in such 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. Cedelbank Customers and Euroclear
Participants may not deliver instructions directly to the Depositaries.

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

Certificate Owners that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interest
in, Certificates may do so only through Participants and Indirect Participants.
In addition, Certificate Owners will receive all distributions of principal of
and interest on the Certificates from the

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<PAGE> 79
Trustee through the Participants who in turn will receive them from DTC. Under
a book-entry format, Certificate Owners may experience some delay in their
receipt of payments, since such payments will be forwarded by the Trustee to
Cede, as nominee for DTC. DTC will forward such payments to Participants which
thereafter will forward them to Indirect Participants or Certificate Owners. It
is anticipated that the only holder of the Certificates (a "Certificateholder"
) will be Cede, as nominee of DTC. Certificate Owners will not be recognized
by the Trustee as Certificateholders, as such term is used in the Agreement,
and Certificate Owners will only be permitted to exercise the rights of
Certificateholders indirectly through the Participants who in turn will
exercise the rights of Certificateholders through DTC.

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

Because DTC can only act on behalf of Participants, who in turn act on behalf
of Indirect Participants and certain banks, the ability of a Certificate Owner
to pledge Certificates to persons or entities that do not participate in the
DTC system, or otherwise take actions in respect of such Certificates, may be
limited due to the lack of a physical certificate for such Certificates.

DTC has advised the Transferor that it will take any action permitted to be
taken by a Certificateholder under the Agreement only at the direction of one
or more Participants to whose account with DTC the Certificates are credited.
Additionally, DTC has advised the Transferor that it will take such actions
with respect to specified percentages of the Investor Interest only at the
direction of and on behalf of Participants whose holdings include interests
that satisfy such specified percentages. DTC may take conflicting actions with
respect to other interests to the extent that such actions are taken on behalf
of Participants whose holdings include such interests.

Cedelbank is incorporated under the laws of Luxembourg as a professional
depository. Cedelbank holds securities for its participating organizations
("Cedelbank Customers") and facilitates the clearance and settlement of
securities transactions between Cedelbank Customers through electronic
book-entry changes in accounts of Cedelbank Customers, thereby eliminating the
need for physical movement of certificates. Transactions may be settled in
Cedelbank in any of 34 currencies, including United States dollars. Cedelbank
provides to its Cedelbank Customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Cedelbank interfaces with
domestic markets in several countries. As a registered bank in Luxembourg,
Cedelbank is subject to regulation by the Luxembourg Commission for the
Supervision of the Financial Sector. Cedelbank Customers are recognized
world-wide financial institutions, including underwriters, securities brokers
and dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the underwriters of any Series of Certificates.
Indirect access to Cedelbank is also available to other institutions, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Cedelbank Customer, either directly or
indirectly.

The Euroclear System was created in 1968 to hold securities for participants
of the Euroclear System ("Euroclear Participants") 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 certificates and any risk from lack of simultaneous transfers of
securities and cash. Transactions may now be settled in any of 34 currencies,
including United States dollars. The Euroclear System includes various other
services, including securities lending and borrowing and interfaces with
domestic markets in more than 25 countries generally similar to the
arrangements for cross-market transfers with DTC described above. The Euroclear
System is operated by Morgan Guaranty Trust Company of New York, Brussels,
Belgium office (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 Board establishes policy for the Euroclear System. Euroclear
Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and

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<PAGE> 80
may include the underwriters of any Series of Certificates. 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 is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.

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 (collectively, the "Terms
and Conditions"). The Terms and Conditions govern transfers of securities and
cash within the Euroclear System, withdrawal of securities and cash from the
Euroclear System, and receipts of payments with respect to securities in the
Euroclear System. All securities in the Euroclear System are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms and Conditions
only on behalf of Euroclear Participants and has no record of or relationship
with persons holding through Euroclear Participants.

Distributions with respect to Certificates held through Cedelbank or
Euroclear will be credited to the cash accounts of Cedelbank Customers or
Euroclear Participants in accordance with the relevant system's rules and
procedures, to the extent received by its Depositary. Such distributions will
be subject to tax reporting in accordance with relevant United States tax laws
and regulations. See "Federal Income Tax Consequences" in this Prospectus.
Cedelbank or the Euroclear Operator, as the case may be, will take any other
action permitted to be taken by a Certificateholder under the Agreement on
behalf of a Cedelbank Customer 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.

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

In the event that any of DTC, Cedelbank or Euroclear should discontinue its
services, the Transferor would seek an alternative depository (if available) or
cause the issuance of Definitive Certificates to Certificate Owners or their
nominees in the manner described under "--Definitive Certificates" in this
Prospectus.

DEFINITIVE CERTIFICATES

Unless otherwise specified in the accompanying Prospectus Supplement, the
Certificates of each Series will be issued as Definitive Certificates in fully
registered, certificated form to Certificate Owners or their nominees rather
than to DTC or its nominee, only if (i) the Transferor advises the Trustee for
such Series in writing that DTC is no longer willing or able to discharge
properly its responsibilities as Depository with respect to such Series of
Certificates, and the Trustee or the Transferor is unable to locate a qualified
successor, (ii) the Transferor, at its option, advises the Trustee in writing
that it elects to terminate the book-entry system through DTC or (iii) after
the occurrence of a Servicer Default, Certificate Owners representing not less
than 50% (or such other percentage specified in the accompanying Prospectus
Supplement) of the Investor Interest advise the Trustee and DTC through
Participants in writing that the continuation of a book-entry system through
DTC (or a successor thereto) is no longer in the best interest of the
Certificate Owners.

Upon the occurrence of any of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Certificates. Upon surrender by DTC of
the definitive certificate representing the Certificates and instructions for
re-registration, the Trustee will issue the Certificates as Definitive
Certificates, and thereafter the Trustee will recognize the holders of such
Definitive Certificates as holders under the Agreement ("Holders").

Distribution of principal and interest on the Certificates will be made by
the Trustee directly to Holders of Definitive Certificates in accordance with
the procedures set forth in this Prospectus and in the Agreement. Interest
payments and any principal payments on each Distribution Date will be made to
Holders in whose names the Definitive Certificates were registered at the close
of business on the related Record Date. Distributions will be

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made by check mailed to the address of such Holder as it appears on the
register maintained by the Trustee, except that distributions made with respect
to Certificates registered in the name of the nominee of a clearing agency will
be made in immediately available funds. The final payment on any Certificate
(whether Definitive Certificates or the Certificates registered in the name of
Cede representing the Certificates), however, will be made only upon
presentation and surrender of such Certificate at the office or agency
specified in the notice of final distribution to Certificateholders. The
Trustee will provide such notice to registered Certificateholders not later
than the fifth day of the month of such final distributions.

Definitive Certificates will be transferable and exchangeable at the offices
of the Transfer Agent and Registrar, which shall initially be the Trustee. No
service charge 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 therewith. The
Transfer Agent and Registrar shall not be required to register the transfer or
exchange of Definitive Certificates for a period of fifteen days preceding the
due date for any payment with respect to such Definitive Certificates.

THE TRANSFEROR CERTIFICATE; ADDITIONAL TRANSFERORS

The Agreement provides that the Transferor may instruct the Trustee to issue
one or more additional certificates (each, a "Supplemental Certificate") which,
together with the Transferor Certificate, will represent the Transferor
Interest. Each Supplemental Certificate will be issued to a person designated
by the Transferor upon the execution and delivery of a supplement to the
Agreement (which supplement will be subject to the amendment section of the
Agreement to the extent that it amends any of the terms of the Agreement; see
"--Amendments" in this Prospectus); provided, however, that (a) the Transferor
shall have given written notice to each nationally recognized rating
organization selected by the Transferor to rate any Series (each, a "Rating
Agency") of the issuance of such Supplemental Certificate, (b) the Transferor
Interest (excluding the interest represented by any Supplemental Certificate)
shall not be less than 2% of the total amount of Principal Receivables as of
the date of, and after giving effect to, such issuance and (c) if any Series of
Certificates are outstanding that were characterized as debt at the time of
their issuance, the Transferor shall have delivered to the Trustee and each
Rating Agency an opinion of counsel, dated the date of such transfer, to the
effect that such transfer does not adversely affect the conclusions reached in
any of the Tax Opinions delivered in connection with the issuance of any
applicable Series of Certificates. Any transfer of a Supplemental Certificate
is subject to the condition set forth in clause (b) above.

Bank of America may designate affiliates of Bank of America to be included as
a Transferor (each, an "Additional Transferor") under the Agreement (by means
of an amendment to the Agreement that will not require the consent of any
Certificateholder; see "--Amendments" in this Prospectus) and, in connection
with such designation, the Transferor shall surrender the Transferor
Certificate to the Trustee in exchange for a newly issued Transferor
Certificate modified to reflect such Additional Transferor's interest in the
Transferor Interest; provided, however, that (i) the conditions set forth in
the preceding paragraph with respect to the issuance of a Supplemental
Certificate shall have been satisfied with respect to such designation and
exchange and (ii) any applicable condition described in "--Addition of Trust
Assets" in this Prospectus shall have been satisfied with respect to the
transfer of Receivables or Participations by any Additional Transferor to the
Trust. Following the inclusion of an Additional Transferor, the Additional
Transferor will be treated in the same manner as a Transferor and each
Additional Transferor generally will have the same obligations and rights as a
Transferor described in this Prospectus.

The Transferor Certificate (or any interest therein) may be transferred to a
Person which is a member of the "affiliated group" of which the Corporation is
the "common parent" (as such terms are defined in Section 1504(a) of the Code);
provided, however, that (i) if any Series of Certificates are outstanding that
were characterized as debt at the time of their issuance, the Transferors shall
have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the
date of such transfer, with respect thereto, and (ii) any such transferee shall
be deemed to be a "Transferor" for certain purposes including for purposes of
the discussion under "--Pay Out Events" in this Prospectus. See "Description
of the Certificates--Certain Matters Regarding the Transferor and the Servicer"
in this Prospectus.

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INTEREST PAYMENTS

For each Series of Certificates and Class thereof, interest will accrue from
the relevant Closing Date on the applicable Investor Interest at the applicable
Certificate Rate, which may be a fixed, floating or other type of rate as
specified in the accompanying Prospectus Supplement. Interest will be
distributed to Certificateholders on the Distribution Dates specified in the
accompanying Prospectus Supplement. Interest payments on any Distribution Date
will be funded from collections of Finance Charge Receivables allocated to the
Investor Interest during the preceding monthly period or periods (each, a
"Monthly Period") and may be funded from certain investment earnings on funds
held in accounts of the Trust and from any applicable Credit Enhancement, if
necessary, or certain other amounts as specified in the accompanying Prospectus
Supplement. If the Distribution Dates for payment of interest for a Series or
Class occur less frequently than monthly, such collections or other amounts (or
the portion thereof allocable to such Class) may be deposited in one or more
trust accounts (each, an "Interest Funding Account") pending distribution to
the Certificateholders of such Series or Class, as described in the
accompanying Prospectus Supplement. If a Series has more than one Class of
Certificates, each such Class may have a separate Interest Funding Account. The
Prospectus Supplement relating to each Series of Certificates and each Class
thereof describes the amounts and sources of interest payments to be made, the
Certificate Rate, and, for a Series or Class thereof bearing interest at a
floating Certificate Rate, the dates and the manner for determining subsequent
Certificate Rates, and the formula, index or other method by which such
Certificate Rates are determined.

PRINCIPAL PAYMENTS

Except in the circumstances specified in the accompanying Prospectus
Supplement, during the Revolving Period for each Series of Certificates (which
begins on the Closing Date relating to such Series and ends on the day before
an Amortization Period or Accumulation Period begins), no principal payments
will be made to the Certificateholders of such Series. During the Controlled
Amortization Period or Principal Amortization Period, as applicable, which will
be scheduled to begin on the date specified in, or determined in the manner
specified in, the accompanying Prospectus Supplement, and during the Rapid
Amortization Period, which will begin upon the occurrence of a Pay Out Event
or, if so specified in the accompanying Prospectus Supplement, the Rapid
Accumulation Period, principal will be paid to the Certificateholders in the
amounts and on Distribution Dates specified in the accompanying Prospectus
Supplement. During an Accumulation Period, principal will be accumulated in a
trust account established for the benefit of such Certificateholders (a
"Principal Funding Account") for later distribution to Certificateholders on
the Scheduled Payment Date in the amounts specified in the accompanying
Prospectus Supplement. Principal payments for any Series or Class thereof will
be funded from collections of Principal Receivables received during the related
Monthly Period or Periods as specified in the accompanying Prospectus
Supplement and allocated to such Series or Class and from certain other sources
specified in the accompanying Prospectus Supplement. In the case of a Series
with more than one Class of Certificates, the Certificateholders of one or more
Classes may receive payments of principal at different times. The accompanying
Prospectus Supplement describes the manner, timing and priority of payments of
principal to Certificateholders of each Class.

Funds on deposit in any Principal Funding Account applicable to a Series may
be subject to a guaranteed rate agreement or guaranteed investment contract or
other arrangement specified in the accompanying Prospectus Supplement intended
to assure a minimum rate of return on the investment of such funds. In order to
enhance the likelihood of the payment in full of the principal amount of a
Series of Certificates or Class thereof at the end of an Accumulation Period,
such Series of Certificates or Class thereof may be subject to a principal
guaranty or other similar arrangement specified in the accompanying Prospectus
Supplement.

TRANSFER AND ASSIGNMENT OF RECEIVABLES

With respect to the Trust, the Transferor assigned, at the time of formation
of the Trust, all of its right, title and interest in and to the Receivables in
the related Accounts and all Receivables thereafter created in such Accounts.

In connection with each transfer of Receivables to the Trust, the Transferor
will indicate in its computer files that the related Receivables have been
conveyed to the Trust. In addition, the Transferor will provide to the Trustee,
with respect to the Trust, computer files or microfiche lists, containing a
true and complete list showing each related

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Account, identified by account number and by total outstanding balance on the
date such accounts were designated for inclusion in the Trust. The Transferor
will not deliver to the Trustee any other records or agreements relating to the
Accounts or the Receivables, except in connection with additions or removals of
Accounts. Except as stated above, the records and agreements relating to the
Accounts and the Receivables maintained by the Transferor or the Servicer are
not and will not be segregated by the Transferor or the Servicer from other
documents and agreements relating to other credit card accounts and receivables
and are not and will not be stamped or marked to reflect the transfer of the
Receivables to the Trust, but the computer records of the Transferor are and
will be required to be marked to evidence such transfer. The Transferor will
file, with respect to the Trust, Uniform Commercial Code financing statements
with respect to the Receivables meeting the requirements of applicable state
law. See "Risk Factors--Potential Priority of Certain Liens" and "Certain Legal
Aspects of the Receivables" in this Prospectus.

NEW ISSUANCE

The Agreement provides for the Trustee to issue three types of certificates:
(i) one or more Series of Certificates which are transferable and have the
characteristics described below, (ii) the Transferor Certificate, a certificate
which, together with the Supplemental Certificates outstanding, if any,
evidences the Transferor Interest, which Transferor Certificate initially will
be held by the Transferor and will be transferable only as provided in the
Agreement and (iii) one or more Supplemental Certificates, which if issued,
would relate to the Transferor Interest in that they would be entitled to a
portion of amounts allocable to the Transferor Interest and would be
transferable as provided in the Agreement. Pursuant to the Agreement, the
holder of the Transferor Certificate may define, with respect to any newly
issued Series of Certificates, all principal terms of such new Series (the
"Principal Terms"). Upon the issuance of an additional Series of Certificates,
none of the Transferor, the Servicer, the Trustee or the Trust will be required
or will intend to obtain the consent of any Certificateholder of any other
Series previously issued by the Trust. However, as a condition of a New
Issuance, the holder of the Transferor Certificate will deliver to the Trustee
written confirmation that the New Issuance will not result in the reduction or
withdrawal by any Rating Agency of its rating of any outstanding Series. The
Transferor may offer any Series under a prospectus or other disclosure document
(a "Disclosure Document") in offerings pursuant to this Prospectus or in
transactions either registered under the Securities Act of 1933, as amended
(the "Securities Act") or exempt from registration thereunder directly, through
one or more other underwriters or placement agents, in fixed-price offerings or
in negotiated transactions or otherwise.

The holder of the Transferor Certificate may permit a New Issuance and define
Principal Terms such that each Series issued under the Trust has a period
during which amortization or accumulation of the principal amount thereof is
intended to occur which may have a different length and begin on a different
date than such period for any other Series. Further, one or more Series may be
in their amortization or accumulation periods while other Series are not.
Moreover, each Series may have the benefit of a Credit Enhancement which is
available only to such Series. Under the Agreement, the Trustee shall hold any
such form of Credit Enhancement only on behalf of the Series with respect to
which it relates. Likewise, with respect to each such form of Credit
Enhancement, the holder of the Transferor Certificate may deliver a different
form of Credit Enhancement agreement. The holder of the Transferor Certificate
may specify different certificate rates and monthly servicing fees with respect
to each Series (or a particular Class within such Series). The holder of the
Transferor Certificate will also have the option under the Agreement to vary
between Series the terms upon which a Series (or a particular Class within such
Series) may be repurchased by the Transferor or remarketed to other investors.
Additionally, certain Series may be subordinated to other Series, or Classes
within a Series may have different priorities. There will be no limit to the
number of New Issuances that may be performed under the Agreement.

A New Issuance may only occur upon the satisfaction of certain conditions
provided in the Agreement. Under the Agreement, the holder of the Transferor
Certificate may permit a New Issuance by notifying the Trustee at least 3 days
in advance of the date upon which the New Issuance is to occur. Under the
Agreement, the notice will state the designation of any Series to be issued on
the date of the New Issuance and, with respect to each such Series: (i) its
initial principal amount (or method for calculating such amount) which amount
may not be greater than the current principal amount of the Transferor
Certificate, (ii) its certificate rate (or method of calculating such rate) and
(iii) the provider of Credit Enhancement, if any, which is expected to provide
support with respect to it. The Agreement provides that on the date of the New
Issuance the Trustee will authenticate any such Series only upon delivery to it
of the following, among other things: (i) a Series Supplement specifying the
Principal Terms of such Series, (ii) an opinion of counsel to the effect that,
for federal income tax purposes, (a) such issuance will not

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adversely affect the tax characterization as debt of Certificates of any
outstanding Series or Class that were characterized as debt at the time of
their issuance, (b) following such issuance the Trust will not be deemed to be
an association (or publicly traded partnership) taxable as a corporation and
(c) such issuance will not cause or constitute an event in which gain or loss
would be recognized by any Certificateholder or the Trust (an opinion of
counsel with respect to any matter to the effect referred to in clause (ii)
with respect to any action is referred to in this Prospectus as a "Tax
Opinion"), (iii) if required by the related Series Supplement, the form of
Credit Enhancement, (iv) if Credit Enhancement is required by the Series
Supplement, an appropriate Credit Enhancement agreement with respect thereto
executed by the Transferor and the issuer of the Credit Enhancement, (v)
written confirmation from each Rating Agency that the New Issuance will not
result in such Rating Agency's reducing or withdrawing its rating on any then
outstanding Series rated by it and (vi) an officer's certificate of the
Transferor to the effect that after giving effect to the New Issuance the
Transferor would not be required to add Additional Accounts pursuant to the
Agreement and the Transferor Interest would be at least equal to a specified
minimum level (the "Minimum Transferor Interest"). Upon satisfaction of such
conditions, the Trustee will authenticate the new Series.

REPRESENTATIONS AND WARRANTIES

The Transferor has made in the Agreement, certain representations and
warranties to the Trust to the effect that, among other things, (a) as of the
Closing Date, the Transferor was duly organized and in good standing and that
it has the authority to consummate the transactions contemplated by the
Agreement and (b) as of the Cut-Off Date (or as of the date of the designation
of Additional Accounts), each Account was an Eligible Account. If so provided
in the accompanying Prospectus Supplement, if (i) any of these representations
and warranties proves to have been incorrect in any material respect when made,
and continues to be incorrect for 60 days after notice to the Transferor by the
Trustee or to the Transferor and the Trustee by the Certificateholders holding
not less than 50% of the Investor Interest of the related Series, and (ii) as a
result the interests of the Certificateholders are materially and adversely
affected, and continue to be materially and adversely affected during such
period, then the Trustee or Certificateholders holding not less than 50% of the
Investor Interest may give notice to the Transferor (and to the Trustee in the
latter instance) declaring that a Pay Out Event has occurred, thereby
commencing the Rapid Amortization Period or, if so specified in the
accompanying Prospectus Supplement, the Rapid Accumulation Period.

The Transferor has made in the Agreement, representations and warranties to
the Trust relating to the Receivables in the Trust to the effect, among other
things, that (a) as of the Closing Date of the initial Series of Certificates
issued by the Trust, each of the Receivables then existing is an Eligible
Receivable and (b) as of the date of creation of any new Receivable, such
Receivable is an Eligible Receivable, and the representation and warranty set
forth in clause (b) in the immediately following paragraph is true and correct
with respect to such Receivable. In the event (i) of a breach of any
representation and warranty set forth in this paragraph within 60 days, or such
longer period as may be agreed to by the Trustee, of the earlier to occur of
the discovery of such breach by the Transferor or Servicer or receipt by the
Transferor of written notice of such breach given by the Trustee, or, with
respect to certain breaches relating to prior liens, immediately upon the
earlier to occur of such discovery or notice and (ii) that as a result of such
breach, the Receivables in the related Accounts are charged-off as
uncollectible, the Trust's rights in, to or under the Receivables or its
proceeds are impaired or the proceeds of such Receivables are not available for
any reason to the Trust free and clear of any lien (except for certain tax,
governmental and other nonconsensual liens), the Transferor shall accept
reassignment of each Principal Receivable as to which such breach relates (an
"Ineligible Receivable") on the terms and conditions set forth below; provided,
however, that no such reassignment shall be required to be made with respect to
such Ineligible Receivable if, on any day within the applicable period (or such
longer period as may be agreed to by the Trustee), the representations and
warranties with respect to such Ineligible Receivable shall then be true and
correct in all material respects. The Transferor shall accept reassignment of
each such Ineligible Receivable by directing the Servicer to deduct the amount
of each such Ineligible Receivable from the aggregate amount of Principal
Receivables used to calculate the Transferor Interest. In the event that the
exclusion of an Ineligible Receivable from the calculation of the Transferor
Interest would cause the Transferor Interest to be a negative number, on the
date of reassignment of such Ineligible Receivable the Transferor shall make a
deposit in the Principal Account in immediately available funds in an amount
equal to the amount by which the Transferor Interest would be reduced below
zero. Any such deduction or deposit shall be considered a repayment in full of
the Ineligible Receivable. The obligation of the Transferor to accept
reassignment of any Ineligible Receivable is the sole remedy respecting any
breach of the representations and warranties set forth in this paragraph

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with respect to such Receivable available to the Certificateholders or the
Trustee on behalf of Certificateholders. Certificateholders will not incur any
costs, direct or indirect, relating to any such reassignment to the Transferor.

The Transferor has made in the Agreement, representations and warranties to
the Trust to the effect, among other things, that as of the Closing Date of the
initial Series of Certificates issued by the Trust (a) the Agreement
constitutes a legal, valid and binding obligation of the Transferor and (b) the
transfer of Receivables by it to the Trust under the Agreement constitutes
either a valid transfer and assignment to the Trust of all right, title and
interest of the Transferor in and to the Receivables, whether then existing or
thereafter created and the proceeds thereof (including amounts in any of the
accounts established for the benefit of Certificateholders) or the grant of a
first priority perfected security interest in such Receivables (except for
certain tax, governmental and other nonconsensual liens) and the proceeds
thereof (including amounts in any of the accounts established for the benefit
of Certificateholders), which is effective as to each such Receivable upon the
creation thereof. In the event of a breach of any of the representations and
warranties described in this paragraph, either the Trustee or the Holders of
Certificates evidencing interests in the Trust aggregating more than 50% of the
aggregate Investor Interest of all Series outstanding under the Trust may
direct the Transferor to accept reassignment of the Trust Portfolio within 60
days of such notice, or within such longer period specified in such notice. The
Transferor will be obligated to accept reassignment of such Receivables on a
Distribution Date occurring within such applicable period. Such reassignment
will not be required to be made, however, if at any time during such applicable
period, or such longer period, the representations and warranties shall then be
true and correct in all material respects. The deposit amount for such
reassignment will be equal to the Investor Interest and Enhancement Invested
Amount or the Collateral Interest, if any, for each Series outstanding under
the Trust on the last day of the Monthly Period preceding the Distribution Date
on which the reassignment is scheduled to be made less the amount, if any,
previously allocated for payment of principal to such Certificateholders or
such holders of the Enhancement Invested Amount or the Collateral Interest, if
any, on such Distribution Date, plus an amount equal to all accrued and unpaid
interest less the amount, if any, previously allocated for payment of such
interest on such 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 will be considered a payment in full of the
Investor Interest and the Enhancement Invested Amount or the Collateral
Interest, if any, for each such Series required to be repurchased and will be
distributed upon presentation and surrender of the Certificates for each such
Series. If the Trustee or Certificateholders give a notice as provided above,
the obligation of the Transferor to make any such deposit will constitute the
sole remedy respecting a breach of the representations and warranties available
to the Trustee or such Certificateholders. Certificateholders will not incur
any costs, direct or indirect, related to the reassignment of the Trust
Portfolio to the Transferor.

An "Eligible Account" will be defined to mean, as of the relevant Cut-Off
Date (or, with respect to Additional Accounts, as of their date of designation
for inclusion in the Trust), each Account owned by the applicable Transferor
(a) which was in existence and maintained with such Transferor, (b) which is
payable in United States dollars, (c) the customer of which has provided, as
his most recent billing address, an address located in the United States or its
territories or possessions, (d) which has not been classified by such
Transferor as cancelled, counterfeit, bankrupt, fraudulent, stolen or lost and
(e) which has not been charged-off by such Transferor in its customary and
usual manner for charging-off such Account as of the Cut-Off Date and, with
respect to Additional Accounts, as of their date of designation for inclusion
in the Trust. Under the Agreement, the definition of Eligible Account may be
changed by amendment to the Agreement without the consent of the related
Certificateholders if (i) each of the related Transferors delivers to the
Trustee a certificate of an authorized officer to the effect that, in the
reasonable belief of such Transferor, such amendment will not as of the date of
such amendment adversely affect in any material respect the interest of such
Certificateholders, and (ii) such amendment will not result in a withdrawal or
reduction of the rating of any outstanding Series under the Trust.

An "Eligible Receivable" will be defined to mean each Receivable (a) which
has arisen under an Eligible Account, (b) which was created in compliance, in
all material respects, with all requirements of law applicable to the
Transferor that transferred such Receivable to the Trust, and pursuant to a
credit card agreement which complies in all material respects with all
requirements of law applicable to such Transferor, (c) with respect to which
all consents, licenses or authorizations of, or registrations with, any
governmental authority required to be obtained or given by such Transferor in
connection with the creation of such Receivable or the execution, delivery,
creation and performance by such Transferor of the related credit card
agreement have been duly obtained or given and are in full force and effect as
of the date of the creation of such Receivable, (d) as to which, at the time of
its creation, such

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Transferor or the Trust had good and marketable title free and clear of all
liens and security interests arising under or through such Transferor (other
than certain tax liens for taxes not then due or which such Transferor is
contesting), (e) which is the legal, valid and binding payment obligation of
the obligor thereon, legally enforceable against such obligor in accordance
with its terms (with certain bankruptcy-related exceptions) and (f) which
constitutes an "account" or a "general intangible" under Article 9 of the
applicable Uniform Commercial Code.

Unless otherwise specified in the Prospectus Supplement relating to a Series
of Certificates, it will not be required or anticipated that the Trustee will
make any initial or periodic general examination of the Receivables or any
records relating to the Receivables for the purpose of establishing the
presence or absence of defects, compliance with the Transferor's
representations and warranties or for any other purpose. However, the Servicer
will, with respect to the Trust, deliver to the Trustee on or before March 31
of each year (or such other date specified in the accompanying Prospectus
Supplement) an opinion of counsel with respect to the validity of the security
interest of the Trust in and to the Receivables and certain other components of
the Trust.

ADDITION OF TRUST ASSETS

As described above under "The Receivables," the Transferor will have the
right to designate for the Trust, from time to time, additional Accounts to be
included as Accounts with respect to the Trust ("Designated Additional
Accounts"). In addition, the Transferor will be required to include Designated
Additional Accounts under the circumstances and in the amounts specified in the
accompanying Prospectus Supplement. The Transferor will convey to the Trust its
interest in all Receivables of such Designated Additional Accounts, whether
such Receivables are then existing or thereafter created. This feature permits
the Transferor to increase the amount of Principal Receivables in the Trust
over the amount that would otherwise be included, thereby permitting the
issuance of additional Series or avoiding the occurrence of certain Pay Out
Events with respect to existing Series. Certificateholders will not incur any
costs, direct or indirect, as a result of the exercise of this feature.

The Transferor may from time to time, at its sole discretion, designate that
all Eligible Accounts arising in the Identified Pool (or a specified portion
thereof) during a specified period be included as Accounts ("Automatic
Additional Accounts"), subject to the limitations specified in this paragraph.
Unless each Rating Agency otherwise consents, no Automatic Additional Accounts
may be designated for addition to the Trust if the number of Automatic
Additional Accounts plus the number of Designated Additional Accounts, without
prior Rating Agency approval, shall (i) with respect to any three consecutive
Monthly Periods, exceed 15% of the number of Accounts at the end of the ninth
Monthly Period preceding the commencement of such three Monthly Periods (or,
the Cut-Off Date, whichever is later) or (ii) with respect to any twelve
Monthly Periods, exceed 20% of the number of Accounts as of the first day of
such twelve Monthly Periods (or, the related Cut-Off Date, whichever is later)
(the "Aggregate Addition Limit"). If the Transferor or any Additional
Transferor includes Automatic Additional Accounts in the Trust, in each
calendar quarter on or before March 31, June 30, September 30 and December 31
of each calendar year beginning after the initial inclusion of Automatic
Additional Accounts, or more frequently if required by any Rating Agency, the
Transferor shall deliver to the Trustee and each Rating Agency an opinion of
outside counsel with respect to the Automatic Additional Accounts included as
Accounts during the preceding three-month period confirming the validity and
perfection of each transfer of such Automatic Additional Accounts. If such
opinion of counsel with respect to any Automatic Additional Accounts is not so
received, the ability of the Transferor and any Additional Transferor to
designate Automatic Additional Accounts will be suspended until such time as
each Rating Agency otherwise consents in writing or such Accounts are removed
from the Trust. The Transferors may only include as Automatic Additional
Accounts revolving credit card accounts either (i) originated by the
Transferor, any Additional Transferor or any affiliate of the Transferor or any
Additional Transferor and (ii) of a type previously included as Accounts.
Additions of Participations must also comply with such conditions. Automatic
Additional Accounts and Designated Additional Accounts relating to any Addition
are collectively referred to in this Prospectus as "Additional Accounts."

The applicable Transferor will represent that each Additional Account is an
Eligible Account at the time of its designation. However, Additional Accounts
may not be of the same credit quality as the initial Accounts. Additional
Accounts may have been originated by the Transferor using credit criteria
different from those which were applied by the Transferor to the initial
Accounts or may have been acquired by the Transferor from an institution which
may have had different credit criteria.

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If so specified in the Prospectus Supplement relating to a Series, in
addition to or in lieu of Additional Accounts, the Transferor under the
Agreement is permitted to add to the Trust, participations representing
interests in a pool of assets primarily consisting of receivables arising under
consumer revolving credit card accounts owned by the Transferor and collections
thereon ("Participations"). Participations may be evidenced by one or more
certificates of ownership issued under a separate pooling and servicing
agreement or similar agreement (a "Participation Agreement") entered into by
the Transferor which entitles the certificateholder to receive percentages of
collections generated by the pool of assets subject to such Participation
Agreement from time to time and to certain other rights and remedies specified
therein. Participations may have their own credit enhancement, pay out events,
servicing obligations and servicer defaults, all of which are likely to be
enforceable by a separate trustee under the Participation Agreement and may be
different from those specified in this Prospectus. The rights and remedies of
the Trust as the holder of a Participation (and therefore the
Certificateholders) will be subject to all the terms and provisions of the
related Participation Agreement. To the extent that such Participations
encompass previously issued credit-card or other asset-backed securities, such
securities (i) either will have been previously registered under the Securities
Act or will have been held for the "holding period" prescribed by Rule 144(k)
under the Securities Act and (ii) will have been acquired in a bona fide
secondary market transaction, rather than from the issuer thereof or one of
such issuer's affiliates, or such securities will have otherwise been acquired
in compliance with the Securities Act. The Agreement may be amended to permit
the addition of a Participation in the Trust without the consent of the related
Certificateholders if (i) the Transferor delivers to the Trustee a certificate
of an authorized officer to the effect that, in the reasonable belief of the
Transferor, such amendment will not as of the date of such amendment adversely
affect in any material respect the interest of such Certificateholders, and
(ii) such amendment will not result in a withdrawal or reduction of the rating
of any outstanding Series under the Trust.

A conveyance by the Transferor to the Trust of Receivables in Additional
Accounts or Participations is subject to the following conditions, among others
(provided, that the following conditions (other than the delivery of a written
assignment as described in clause (ii), the making of representations and
warranties in clause (iii) and receiving applicable notice from the Rating
Agencies as set forth in clause (v)) shall not apply to the transfer to the
Trust of Receivables in Automatic Additional Accounts): (i) the Transferor
shall give the Trustee, each Rating Agency and the Servicer written notice that
such Additional Accounts or Participations will be included, which notice shall
specify the approximate aggregate amount of the Receivables or interests
therein to be transferred; (ii) the Transferor shall have delivered to the
Trustee a written assignment (including an acceptance by the Trustee on behalf
of the Trust for the benefit of the Certificateholders) as provided in the
Agreement relating to such Additional Accounts or Participations (the
"Assignment") and, the Transferor shall have delivered to the Trustee a
computer file or microfiche list on the date of such Assignment, containing a
true and complete list of such Additional Accounts (other than Automatic
Additional Accounts) or Participations; (iii) the Transferor shall make certain
representations and warranties that (x) each Additional Account is, as of its
date of designation for inclusion in the Trust, an Eligible Account, and each
Receivable in such Additional Account is, as of its date of designation for
inclusion in the Trust, an Eligible Receivable, (y) no selection procedures
believed by the Transferor to be materially adverse to the interests of the
related Certificateholders were utilized in selecting the Additional Accounts
from the available Eligible Accounts from the Identified Pool, and (z) as of
each of the date such Additional Accounts are designated for inclusion in the
Trust and the date the existing Receivables are first included in the Trust,
the Transferor or the applicable Additional Transferor, as the case may be, is
not insolvent; (iv) the Transferor shall deliver certain opinions of counsel
with respect to the transfer of the Receivables in the Additional Accounts or
the Participations to the Trust and (v) each Rating Agency then rating any
Series of Certificates outstanding under the Trust shall have previously, or,
in certain limited circumstances, within a three-month period, given notice to
the participating Transferors that the addition of such Additional Accounts or
Participations will not result in the reduction or withdrawal of its then
existing rating of any Series of Certificates outstanding under the Trust.

In addition to the periodic reports otherwise required to be filed by the
Servicer with the Securities and Exchange Commission (the "SEC") pursuant to
the Exchange Act, the Servicer intends to file, on behalf of the Trust, a
Report on Form 8-K with respect to any addition to the Trust of Receivables in
Additional Accounts or Participations that would have a material effect on the
composition of the assets of the Trust.

REMOVAL OF ACCOUNTS

Subject to the conditions set forth in the next succeeding sentence, the
Transferor may, but shall not be obligated to, designate from time to time
(which may be restricted to certain periods if so specified in the accompanying

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Prospectus Supplement) certain Accounts to be Removed Accounts, all Receivables
in which shall be subject to deletion and removal from the Trust. This feature
is intended to permit the Transferor to obtain unencumbered ownership of
Receivables not needed to support any Series of Certificates.
Certificateholders will not incur any cost, direct or indirect, as a result of
the exercise of this feature. The Transferor will be permitted to designate and
require reassignment to it of the Receivables from Removed Accounts only upon
satisfaction of the following conditions: (i) the removal of any Receivables of
any Removed Accounts shall not, in the reasonable belief of the Transferor,
cause a Pay Out Event to occur; (ii) the Transferor shall have delivered to the
Trustee for execution a written assignment and a computer file or microfiche
list containing a true and complete list of all Removed Accounts identified by
account number and the aggregate amount of the Receivables in such Removed
Accounts; (iii) the Transferor shall represent and warrant that no selection
procedures believed by the Transferor to be materially adverse to the interests
of the holders of any Series of Certificates outstanding under the Trust were
utilized in selecting the Removed Accounts to be removed from the Trust; (iv)
each Rating Agency then rating each Series of Certificates outstanding under
the Trust shall have received notice of such proposed removal of Accounts and
the Transferor shall have received notice from each such Rating Agency that
such proposed removal will not result in a downgrade of its then-current rating
for any such Series; (v) the aggregate amount of Principal Receivables of the
Accounts then existing less the aggregate amount of Principal Receivables of
the Removed Accounts shall not be less than the amount, if any, specified for
any period specified; (vi) the Principal Receivables of the Removed Accounts
shall not equal or exceed 5% (or such other percentage specified in the
accompanying Prospectus Supplement) of the aggregate amount of the Principal
Receivables in the Trust at such time; provided, however, that if any Series
has been paid in full, the Principal Receivables in such Removed Accounts may
equal or approximately equal the sum of (a) the Investor Interest as of the
last day of the Revolving Period or the aggregate principal amount of the
Certificates of such Series (the "Full Investor Interest"), as applicable, of
such Series plus (b) 5% of the aggregate amount of the Receivables in the Trust
at such time; (vii) such other conditions as are specified in the accompanying
Prospectus Supplement; and (viii) the Transferor shall have delivered to the
Trustee an officer's certificate confirming the items set forth in clauses (i)
through (vii) above. Notwithstanding the above, the Transferor will be
permitted to designate as a Removed Account, without the consent of the
Trustee, Certificateholders or Rating Agencies, any Account that has a zero
balance and which the Transferor will remove from its computer file.

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 credit card receivables comparable to the
Receivables. The Servicer will be required to maintain, or cause to be
maintained, fidelity bond coverage insuring against losses through wrongdoing
of its officers and employees who are involved in the servicing of credit card
receivables covering such actions and in such amounts as the Servicer believes
to be commercially reasonable from time to time.

DISCOUNT OPTION

The Transferor may at any time designate a specified fixed or variable
percentage (the "Discount Percentage") of the amount of Receivables arising in
certain Additional Accounts, if any, designated on or prior to the related
addition date with respect to the Trust on and after the date such option is
exercised that otherwise would have been treated as Principal Receivables to be
treated as Finance Charge Receivables. Such designation will become effective
upon satisfaction of the requirements set forth in the Agreement, including
written confirmation by each Rating Agency of its then-current rating on each
outstanding Series of the Trust. On the date of processing of any collections,
the product of the Discount Percentage and collections of Receivables that
arise in the Accounts on such day on or after the date such option is exercised
that otherwise would be Principal Receivables will be deemed collections of
Finance Charge Receivables and will be applied accordingly, unless otherwise
provided in the accompanying Prospectus Supplement. Such feature is intended to
permit the Transferor to increase the Portfolio Yield and thereby decrease the
risk of the occurrence of a Pay Out Event. The term "Portfolio Yield" will
have the meaning set forth in the accompanying Prospectus Supplement.

TRUST ACCOUNTS

The Trustee will establish and maintain in the name of the Trust two separate
accounts in a segregated trust account (which need not be a deposit account), a
"Finance Charge Account" and a "Principal Account," for the

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benefit of the Certificateholders of all related Series, including any Series
offered pursuant to this Prospectus. The Agreement provides that the Trustee
shall have the power to establish series accounts in Series Supplements,
including an Interest Funding Account, a Principal Funding Account, a
Pre-Funding Account or such other account specified in the related Series
Supplement, each of which series accounts shall be held for the benefit of the
Certificateholders of the related Series and for the purposes set forth in the
accompanying Prospectus Supplement. The Trustee will also establish a
"Distribution Account" (a non-interest bearing segregated demand deposit
account established with a Qualified Institution other than the Transferor).
The Servicer will establish and maintain, in the name of the Trustee, on behalf
of the Trust, for the benefit of Certificateholders of all Series issued
thereby including any Series offered pursuant to this Prospectus, an account
established for the purpose of holding collections of Receivables (a
"Collection Account"), which will be a non-interest bearing segregated account
established and maintained with the Servicer or with a "Qualified Institution,"
defined as a depository institution or trust company, which may include the
Trustee, organized under the laws of the United States or any one of the states
thereof (including the District of Columbia), which at all times has a
short-term unsecured debt rating of P-1 by Moody's Investors Service, Inc.
("Moody's"), A-1+ by Standard & Poor's Ratings Services ("Standard & Poor's")
and F-1 by Fitch IBCA, Inc. ("Fitch") (if then rated by Fitch) or, if such
depository institution shall have corporate trust powers and shall maintain the
Trust account as a fully segregated trust account with the trust department, a
long-term unsecured debt obligation rating of Baa3 by Moody's or a depository
institution, which may include the Trustee, which is acceptable to the Rating
Agencies. Funds in the Principal Account and the Finance Charge Account for the
Trust will be invested, at the direction of the Servicer, in (i) obligations of
or fully guaranteed by the United States of America, (ii) demand deposits, time
deposits or certificates of deposit of depository institutions or trust
companies, the certificates of deposit or short-term deposits of which have the
highest rating from Fitch (if rated by Fitch), Moody's and Standard & Poor's,
(iii) commercial paper, bank notes or any other debt obligation having, at the
time of the Trust's investment, a rating in the highest rating category from
Fitch (if rated by Fitch), Moody's and Standard & Poor's, (iv) bankers'
acceptances issued by any depository institution or trust company described in
clause (ii) above and certain repurchase agreements transacted with either (a)
an entity subject to the United States federal bankruptcy code or (b) a
financial institution insured by the FDIC or any broker-dealer with "retail
customers" that is under the jurisdiction of the Securities Investors
Protection Corporation and (v) any other investment if the Rating Agency
confirms in writing that such investment will not adversely affect its then
current rating or ratings, if any, of the Certificates then outstanding,
provided, that such investment will not cause the Trust to be treated as an
investment company within the meaning of the Investment Company Act of 1940, as
amended (such investments, "Permitted Investments"). Any earnings (net of
losses and investment expenses) on funds in the Finance Charge Account or the
Principal Account will be paid to the Transferor or used for another purpose if
specified in the accompanying Prospectus Supplement. Funds in any other series
account established by a Series Supplement may be invested in Permitted
Investments or otherwise as provided in the accompanying Prospectus Supplement.
The Servicer will have the revocable power to withdraw funds from the
Collection Account and to instruct the Trustee to make withdrawals and payments
from the Finance Charge Account and the Principal Account for the purpose of
carrying out the Servicer's duties under the Agreement. The Trustee will
initially 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.

FUNDING PERIOD

For any Series of Certificates, the accompanying Prospectus Supplement may
specify that for a period beginning on the Closing Date and ending on a
specified date before the commencement of an Amortization Period or
Accumulation Period with respect to such Series (the "Funding Period"), the
aggregate amount of Principal Receivables in the Trust allocable to such Series
may be less than the aggregate principal amount of the Certificates of such
Series and that the amount of deficiency (the "Pre-Funding Amount") will be
held in a trust account established with the Trustee for the benefit of
Certificateholders of such Series (the "Pre-Funding Account") pending the
transfer of additional Receivables to the Trust or pending the reduction of the
Investor Interests or the Adjusted Investor Interests of other Series issued by
the Trust. The accompanying Prospectus Supplement will specify the initial
Investor Interest with respect to such Series, the Full Investor Interest and
the date by which the Investor Interest is expected to equal the Full Investor
Interest. The Investor Interest will increase as Receivables are delivered to
the Trust or as the Investor Interests or the Adjusted Investor Interests of
other Series of the Trust are reduced. The Investor Interest may also decrease
due to Investor Charge-Offs or the occurrence of a Pay Out Event with respect
to such Series as provided in the accompanying Prospectus Supplement. See
"--Addition of Trust Assets" in this Prospectus. This feature is intended to
permit the Transferor to issue a new Series of Certificates at

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an opportune time, if the Investor Interests or Adjusted Investor Interests of
existing Series are expected to be reduced or additional Receivables are
expected to be included in the Trust at a subsequent time. Certificateholders
will not incur any costs, direct or indirect, as a result of the exercise of
this feature. If the Investor Interest does not equal the Full Investor
Interest by the end of the Funding Period, Certificateholders of the affected
Series will receive principal repayments prior to the expected date of receipt.
Any designation of Additional Accounts (or Participations) during the Funding
Period will be subject to the same conditions and protections applicable at any
other time.

During the Funding Period, funds on deposit in the Pre-Funding Account for a
Series of Certificates will be withdrawn and paid to the Transferor to the
extent of any increases in the Investor Interest. In the event that the
Investor Interest does not for any reason equal the Full Investor Interest by
the end of the Funding Period, any amount remaining in the Pre-Funding Account
and any additional amounts specified in the accompanying Prospectus Supplement
will be payable to the Certificateholders of such Series in the manner and at
such time as set forth in the accompanying Prospectus Supplement. Such payment
will reduce the aggregate principal amount of such Certificates. In addition,
if so specified in the accompanying Prospectus Supplement, a prepayment premium
or penalty or similar amount may be payable to the Certificateholders of such
Series.

Monies in the Pre-Funding Account will be invested by the Trustee in
Permitted Investments and, if so specified in the accompanying Prospectus
Supplement, will be subject to a guaranteed rate or investment agreement or
other similar arrangement, and, in connection with each Distribution Date
during the Funding Period, investment earnings on funds in the Pre-Funding
Account during the related Monthly Period will be withdrawn from the
Pre-Funding Account and deposited, together with any applicable payment under a
guaranteed rate or investment agreement or other similar arrangement, into the
Finance Charge Account for distribution in respect of interest on the
Certificates of the related Series in the manner specified in the accompanying
Prospectus Supplement.

INVESTOR PERCENTAGE AND TRANSFEROR PERCENTAGE

For the Trust, the Servicer will allocate between the Investor Interest of
each Series issued and outstanding by the Trust (and among each outstanding
Class of each Series) and the Transferor Interest, and, in certain
circumstances, the interest of certain Credit Enhancement Providers, all
amounts collected on Finance Charge Receivables, all amounts collected on
Principal Receivables and all Receivables in Accounts which were charged-off as
uncollectible by the Servicer ("Defaulted Accounts"). The Servicer will make
each allocation by reference to the applicable Investor Percentage of each
Series and the Transferor Percentage, and, in certain circumstances, the
percentage interest of certain Credit Enhancement Providers (the "Credit
Enhancement Percentage") with respect to such Series. The Prospectus Supplement
relating to a Series specifies the Investor Percentage and, if applicable, the
Credit Enhancement Percentage (or the method of calculating such percentages)
with respect to the allocations of collections of Principal Receivables,
Finance Charge Receivables and Receivables in Defaulted Accounts during the
Revolving Period, any Amortization Period and any Accumulation Period, as
applicable. In addition, for each Series of Certificates having more than one
Class, the accompanying Prospectus Supplement specifies the method of
allocation between each Class.

The Transferor Percentage will, in all cases, be equal to 100% minus the
aggregate Investor Percentages and, if applicable, the Credit Enhancement
Percentages, for all Series then outstanding.

APPLICATION OF COLLECTIONS

Except as otherwise provided below, the Servicer will deposit into the
Collection Account for the Trust no later than the second business day (or such
other day specified in the accompanying Prospectus Supplement) following the
date of processing, any payment collected by the Servicer on the Receivables.
On the same day as any such deposit is made, the Servicer will make the
deposits and payments to the accounts and parties as indicated below; provided,
however, that for as long as Bank of America remains the Servicer under the
Agreement, and (a)(i) the Servicer provides to the Trustee a letter of credit
(or other credit support) covering risk collection of the Servicer and (ii) the
Transferor shall have received a notice from each Rating Agency that such
letter of credit would not result in the lowering of such Rating Agency's
then-existing rating of the related Series (and if the Trust has issued more
than one series, any Series of certificates previously-issued and
then-outstanding thereunder), or (b) the Servicer has and maintains a
certificate of deposit or short-term deposit rating of P-1 by Moody's and of
A-1 by Standard & Poor's

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and deposit insurance provided by the FDIC, then the Servicer may make such
deposits and payments on a monthly or other periodic basis on the business day
immediately prior to each Distribution Date or other business day specified in
the accompanying Prospectus Supplement (each, a "Transfer Date") in an amount
equal to the net amount of such deposits and payments which would have been
made had the conditions of this proviso not applied.

Notwithstanding anything in the Agreement to the contrary, whether the
Servicer is required to make monthly or daily deposits from the Collection
Account into the Finance Charge Account, the Principal Account or any
applicable series account, with respect to any Monthly Period, (i) the Servicer
will only be required to deposit collections from the Collection Account into
the Finance Charge Account, the Principal Account or any series account
established by a related Series Supplement up to the required amount to be
deposited into any such deposit account or, without duplication, distributed on
or prior to the related Distribution Date to Certificateholders or to the
provider of Enhancement and (ii) if at any time prior to such Distribution Date
the amount of collections deposited in the Collection Account exceeds the
amount required to be deposited pursuant to clause (i) above, the Servicer will
be permitted to withdraw the excess from the Collection Account.

The Servicer will withdraw the following amounts, in the priority indicated,
from the Collection Account for application as indicated unless the
accompanying Prospectus Supplement specifies otherwise:

(a) an amount equal to the Transferor Percentage of the aggregate amount
of such deposits in respect of Principal Receivables and Finance Charge
Receivables, respectively, will be paid or held for payment to the holder of
the Transferor Certificate, or, if applicable, the holder of any
Supplemental Certificate;

(b) an amount equal to the applicable Investor Percentage of the aggregate
amount of such deposits in respect of Finance Charge Receivables will be
deposited into the Finance Charge Account for allocation and distribution as
described in the accompanying Prospectus Supplement;

(c) during the Revolving Period, an amount equal to the applicable
Investor Percentage of the aggregate amount of such deposits in respect of
Principal Receivables will be paid or held for payment to the holder of the
Transferor Certificate, provided that if after giving effect to the
inclusion in the Trust of all Receivables on or prior to such date of
processing and the application of payments referred to in paragraph (a)
above the Transferor Interest is reduced to zero, the excess will be
deposited in the Principal Account or other specified account and will be
used as described in the accompanying Prospectus Supplement, including for
payment to other Series of Certificates issued by the Trust;

(d) during the Controlled Amortization Period, Controlled Accumulation
Period or Rapid Accumulation Period, as applicable, an amount equal to the
applicable Investor Percentage of such deposits in respect of Principal
Receivables up to the amount, if any, as specified in the accompanying
Prospectus Supplement will be deposited in the Principal Account or
Principal Funding Account, as applicable, for allocation and distribution to
Certificateholders as described in the accompanying Prospectus Supplement,
provided that if collections of Principal Receivables exceed the principal
payments which may be allocated or distributed to Certificateholders, the
amount of such excess will be paid to the holder of the Transferor
Certificate until the Transferor Interest is reduced to zero, and thereafter
will be deposited in the Principal Account or other specified account and
will be used as described in the accompanying Prospectus Supplement,
including for payment to other Series of Certificates issued by the Trust;
and

(e) during the Principal Amortization Period, if applicable, and the Rapid
Amortization Period, an amount equal to the applicable Investor Percentage
of such deposits in respect of Principal Receivables will be deposited into
the Principal Account for application and distribution as provided in the
accompanying Prospectus Supplement.

In the case of a Series of Certificates having more than one Class, the
amounts in the Collection Account will be allocated and applied to each Class
in the manner and order of priority described in the accompanying Prospectus
Supplement.

Any amounts collected in respect of Principal Receivables and not paid to the
Transferor because the Transferor Interest is zero as described above (with
respect to each Series, "Unallocated Principal Collections"), together with

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any adjustment payments as described above under "Description of the
Certificates--Representations and Warranties" and below under "--Defaulted
Receivables; Rebates and Fraudulent Charges; Investor Charge-Offs," will be
paid to and held in the Principal Account and paid to the Transferor if and to
the extent that the Transferor Interest is equal to or greater than zero. If an
Amortization Period or Accumulation Period has commenced, Unallocated Principal
Collections will be held for distribution to the Certificateholders on the
related Distribution Date or accumulated for distribution on the Scheduled
Payment Date, as applicable, and distributed to the Certificateholders of each
Class or held for and distributed to the Certificateholders of other Series of
Certificates issued by the Trust in the manner and order of priority specified
in the accompanying Prospectus Supplement.

GROUPS OF SERIES

The Agreement provides that the Transferor may create certain groups of
Series (each a "Group"). These Groups will consist of (a) a single shared
excess principal collections group (the "Shared Excess Principal Collections
Group") and (b) any number of shared excess finance charge collections groups
(each a "Shared Excess Finance Charge Collections Group"). The Certificates of
a Series may be designated by the Transferor to be included in the Shared
Excess Principal Collections Group and/or one of the Shared Excess Finance
Charge Collections Groups. That designation, if any, will be made by the
Transferor, at its sole discretion, prior to the issuance of each Series and if
any Series is designated by the Transferor to be included in any Group or
Groups, such designation will be provided for in the Prospectus Supplement
relating to any Series of Certificates so designated.

To the extent that a Series of Certificates is included in the Shared Excess
Principal Collections Group, Shared Excess Principal Collections with respect
to such Group will be available to such Series, as described below under
"--Shared Excess Principal Collections" and under "Description of the
Certificates--Shared Excess Principal Collections" in the Prospectus Supplement
relating to such Series of Certificates. To the extent that a Series of
Certificates is included in a Shared Excess Finance Charge Collections Group,
Shared Excess Finance Charge Collections with respect to such Group will be
available to such Series and Group, as described below under "--Shared Excess
Finance Charge Collections" and under "Description of the Certificates--Shared
Excess Finance Charge Collections" in the Prospectus Supplement relating to
such Series of Certificates.

SHARED EXCESS FINANCE CHARGE COLLECTIONS

Any Series offered hereby may be included in a Shared Excess Finance Charge
Collections Group. The Prospectus Supplement relating to a Series specifies
whether such Series is included in a Shared Excess Finance Charge Collections
Group and identifies any previously issued Series included in such Shared
Excess Finance Charge Collections Group.

If so specified in the accompanying Prospectus Supplement, the
Certificateholders of a Series within a Shared Excess Finance Charge
Collections Group or any Class thereof may be entitled to receive all or a
portion of the Shared Excess Finance Charge Collections (as defined in the
Prospectus Supplement relating to each applicable Series) with respect to all
other Series within such Shared Excess Finance Charge Collections Group to
cover any shortfalls with respect to amounts payable from collections of
Finance Charge Receivables allocable to such Series or Class; provided,
however, that the application of Shared Excess Finance Charge Collections among
any Series within any Shared Excess Finance Charge Collections Group will cease
if the Transferor shall deliver to the Trustee a certificate of an authorized
representative to the effect that, in the reasonable belief of the Transferor,
the continued application of Shared Excess Finance Charge Collections with
respect to any applicable Shared Excess Finance Charge Collections Group would
have adverse regulatory implications with respect to the Transferor. Following
the delivery by the Transferor of any such certificate to the Trustee with
respect to any Shared Excess Finance Charge Collections Group, there will not
be any further sharing of Shared Excess Finance Charge Collections among the
Series included in such Shared Excess Finance Charge Collections Group.

If so specified in the accompanying Prospectus Supplement, and if shortfalls
exist after the sharing described in the immediately preceding paragraph, the
Certificateholders of a Series within a Shared Excess Finance Charge
Collections Group may be entitled to receive all or a portion of the Intergroup
Excess Finance Charge Collections (as defined in the Prospectus Supplement
relating to each applicable Series) with respect to all other Series within
other Shared Excess Finance Charge Collections Groups to cover any shortfalls
with respect to amounts payable from Collections of Finance Charge Receivables
allocable to such Series; provided, however, that the application of

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<PAGE> 93

Intergroup Excess Finance Charge Collections among any Series within any Shared
Excess Finance Charge Collections Groups will cease if the Transferor shall
deliver to the Trustee a certificate of an authorized representative to the
effect that, in the reasonable belief of the Transferor, the continued
application of Intergroup Excess Finance Charge Collections with respect to any
applicable Shared Excess Finance Charge Collections Group would have adverse
regulatory implications with respect to the Transferor. Following the delivery
by the Transferor of any such certificate to the Trustee with respect to any
Shared Excess Finance Charge Collections Group, there will not be any further
sharing of Intergroup Excess Finance Charge Collections among the Series
included in such Shared Excess Finance Charge Collections Group.

In all cases, any Shared Excess Finance Charge Collections with respect to
any Shared Excess Finance Charge Collections Group remaining after covering any
shortfalls with respect to all outstanding Series within such Shared Excess
Finance Charge Collections Group and any shortfalls with respect to all
outstanding Shared Excess Finance Charge Collections Groups will be paid to the
holder of the Transferor Certificate. The application of Shared Excess Finance
Charge Collections first, among the Series included within a Shared Excess
Finance Charge Collections Group and next, with the Series within other Shared
Excess Finance Charge Collections Groups permits amounts with respect to such
Series that would otherwise be payable to the holder of the Transferor
Certificate to be used first, for the benefit of the Series within the related
Shared Excess Finance Charge Collections Group and next, for the benefit of the
Series within other Shared Excess Finance Charge Collections Groups, in each
case, that would otherwise experience shortfalls, if any, in amounts payable
from collections of Finance Charge Receivables allocable to, or from
Enhancement relating to, such Series. See "Application of Collections" and
"--Defaulted Receivables; Rebates and Fraudulent Charges; Investor Charge-Offs"
in this Prospectus.

While any Series offered hereby may be designated by the Transferor to be
included within a Shared Excess Finance Charge Collections Group, there can be
no assurance that (a) any other Series will be designated by the Transferor to
be included within the same Shared Excess Finance Charge Collections Group, (b)
any other Shared Excess Finance Charge Collections Groups will be created or,
if created, that any Series will be designated to such Groups, (c) there will
be any Shared Excess Finance Charge Collections with respect to any other
Series within such Shared Excess Finance Charge Collections Group, (d) any
agreement relating to any Enhancement will not be amended in such a manner as
to increase payments to the providers of such Enhancement and thereby decrease
the amount of Shared Excess Finance Charge Collections available from such
Series or (e) the Transferor will not, at any time, deliver a certificate as to
adverse regulatory implications as described above. While the Transferor
believes that, based upon applicable rules and regulations as currently in
effect, the application of Shared Excess Finance Charge Collections among
first, the Series included within the applicable Shared Excess Finance Charge
Collections Group and then, the Series included in other Shared Excess Finance
Charge Collections Groups will not have adverse regulatory implications for it,
there can be no assurance that this will continue to be true in the future.

SHARED EXCESS PRINCIPAL COLLECTIONS

If so specified in the accompanying Prospectus Supplement, to the extent that
collections of Principal Receivables and certain other amounts that are
allocated to the Investor Interest of any Series are not needed to make
payments or deposits with respect to such Series, such collections will
constitute Shared Excess Principal Collections and will be applied to cover
principal payments due to or for the benefit of Certificateholders of other
Series. If so specified in the accompanying Prospectus Supplement, the
allocation of Shared Excess Principal Collections may be among Series within
the Shared Excess Principal Collections Group. Any such reallocation will not
result in a reduction in the Investor Interest of the Series to which such
collections were initially allocated. This feature permits amounts that would
otherwise be payable to the holder of the Transferor Certificate to be used for
the benefit of Series of Certificates that would otherwise experience a
shortfall or delay in the payment of principal thereon.

While any Series offered hereby may be designated by the Transferor to be
included within the Shared Excess Principal Collections Group, there can be no
assurance that (a) any other Series will be designated by the Transferor to be
included within the Shared Excess Principal Collections Group or (b) there will
be any Shared Excess Principal Collections with respect to any other Series
within the Shared Excess Principal Collections Group.

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PAIRED SERIES

If so provided in the Prospectus Supplement relating to a Series, each such
Series is subject to being paired with another Series previously or
subsequently issued by the Trust (a "Paired Series"). As the Investor Interest
of the Series having a Paired Series is reduced, the Investor Interest or
Adjusted Investor Interest (as defined in the accompanying Prospectus
Supplement), as the case may be, in the Trust of the Paired Series will
increase by an equal amount. If a Pay Out Event occurs with respect to the
Series having a Paired Series or with respect to the Paired Series when the
Series is in a Controlled Amortization Period or a Controlled Accumulation
Period, the percentage used for allocating collections of Principal Receivables
for such Series and for the Paired Series will be reset as provided in the
accompanying Prospectus Supplement. The effects of this feature will be
discussed in the Prospectus Supplement relating to a Paired Series.

DEFAULTED RECEIVABLES; REBATES AND FRAUDULENT CHARGES; INVESTOR CHARGE-OFFS

For each Series of Certificates, on or before the second business day
preceding each Transfer Date (the "Determination Date"), the Servicer will
calculate the "Aggregate Investor Default Amount" for the preceding Monthly
Period, which will be equal to the aggregate amount of the Investor Percentage
of Principal Receivables (other than Ineligible Receivables) in Defaulted
Accounts; that is, Accounts which in such Monthly Period were charged-off as
uncollectible in accordance with the Servicer's policies and procedures for
servicing credit card receivables comparable to the Receivables. In the case of
a Series of Certificates having more than one Class, the Aggregate Investor
Default Amount will be allocated among the Classes in the manner described in
the accompanying Prospectus Supplement. If so provided in the accompanying
Prospectus Supplement, an amount equal to the Aggregate Investor Default Amount
for any Monthly Period may be paid from other amounts, including collections in
the Finance Charge Account or from Credit Enhancement, and applied to pay
principal to Certificateholders or the holder of the Transferor Certificate, as
appropriate. In the case of a Series of Certificates having one or more Classes
of Subordinated Certificates, the accompanying Prospectus Supplement may
provide that all or a portion of amounts otherwise allocable to such
Subordinated Certificates may be paid to the holders of Senior Certificates to
make up any Aggregate Investor Default Amount allocable to such holders of
Senior Certificates.

With respect to each Series of Certificates, the Investor Interest with
respect to such Series will be reduced by the amount of Investor Charge-Offs
for any Monthly Period. Investor Charge-Offs will be reimbursed on any
Distribution Date to the extent amounts on deposit in the Finance Charge
Account and otherwise available therefor exceed such interest, fees and any
Aggregate Investor Default Amount payable on such date. Such reimbursement of
Investor Charge-Offs will result in an increase in the Investor Interest with
respect to such Series. In the case of a Series of Certificates having more
than one Class, the accompanying Prospectus Supplement describes the manner and
priority of allocating Investor Charge-Offs and reimbursements thereof among
the Investor Interests of the several Classes.

If the Servicer adjusts the amount of any Principal Receivable (a) because of
transactions occurring in respect of a rebate or refund or billing error to a
cardholder (including any rebates arising under a rebate program), (b) because
such Principal Receivable was created in respect of merchandise which was
refused or returned by a cardholder or services successfully disputed by a
cardholder or (c) because such Principal Receivable was transferred to a credit
card account outside of the Trust, then the amount of the Transferor Interest
in the Trust will be reduced, on a net basis, by the amount of the adjustment.
In addition, the Transferor Interest in the Trust will be reduced, on a net
basis, as a result of transactions in respect of any Principal Receivable which
was discovered as having been created through a fraudulent or counterfeit
charge. In the event any such reduction would cause the Transferor Interest to
be a negative number, the Transferor shall make a deposit into the Principal
Account in immediately available funds in an amount equal to the deficiency.

DEFEASANCE

If so specified in the Prospectus Supplement relating to a Series, the
Transferor may terminate its substantive obligations in respect of such Series
or the Trust by depositing with the Trustee, from amounts representing, or
acquired with, collections of Receivables, money or Permitted Investments
sufficient to make all remaining scheduled interest and principal payments on
such Series or all outstanding Series of Certificates of the Trust, as the

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case may be, on the dates scheduled for such payments and to pay all amounts
owing to any Credit Enhancement Provider with respect to such Series or all
outstanding Series, as the case may be, if such action would not result in a
Pay Out Event for any Series. Prior to its first exercise of its right to
substitute money or Permitted Investments for Receivables, the Transferor will
deliver to the Trustee (i) an opinion of counsel to the effect that such
deposit and termination of obligations will not result in the Trust being
required to register as an "investment company" within the meaning of the
Investment Company Act of 1940, as amended and (ii) an Opinion of Counsel with
respect to such deposit and termination to the effect that it will not cause
the Trust or any portion thereof to be treated as an association or publicly
traded partnership taxable as a corporation. Upon any such deposit, holders of
Certificates of the affected Series could recognize taxable gain for federal
income tax purposes to the extent that the value of the related Certificate
exceeds its tax basis therein, but would in no event be allowed to deduct a
taxable loss for such purposes. See "Federal Income Tax Consequences--Sale or
Exchange of Certificates" in this Prospectus.

FINAL PAYMENT OF PRINCIPAL; TERMINATION

With respect to each Series, the Certificates will be subject to optional
repurchase by the Transferor on any Distribution Date after the total Investor
Interest of such Series and the Enhancement Invested Amount, if any, with
respect to such Series, is reduced to an amount less than or equal to 5% of the
initial Investor Interest, if any (or such other amount specified in the
accompanying Prospectus Supplement), if certain conditions set forth in the
Agreement are met. The repurchase price will be equal to the total Investor
Interest of such Series (less the amount, if any, on deposit in any Principal
Funding Account with respect to such Series), plus the Enhancement Invested
Amount, if any, with respect to such Series, plus accrued and unpaid interest
on the Certificates and interest or other amounts payable on the Enhancement
Invested Amount or the Collateral Interest, if any, through the day preceding
the Distribution Date on which the repurchase occurs.

The Certificates of each Series will be retired on the day following the
Distribution Date on which the final payment of principal is scheduled to be
made to the Certificateholders, whether as a result of optional reassignment to
the Transferor or otherwise. Each Prospectus Supplement specifies a date for
such payment (the "Series Termination Date") with respect to the related
Series of Certificates; provided, however, that the Certificates may be subject
to prior termination as provided above. If the Investor Interest is greater
than zero on the Series Termination Date, the Trustee or Servicer may be
required to sell or cause to be sold certain Receivables in the manner provided
in the Agreement and Series Supplement and to pay the net proceeds of such sale
and any collections on the Receivables, in an amount at least equal to the sum
of the Investor Interest and the Enhancement Invested Amount, if any, with
respect to such Series plus accrued interest due thereon.

Unless the Servicer and the holder of the Transferor Certificate instruct the
Trustee otherwise, the Trust will terminate on the earlier of (a) the day after
the Distribution Date on which the aggregate Investor Interest and Enhancement
Invested Amount or Collateral Interest, if any, with respect to each Series
outstanding is zero, (b) June 30, 2026 or (c) if the Receivables are sold,
disposed of or liquidated following the occurrence of an Insolvency Event,
immediately following such sale, disposition or liquidation (such date, the
"Trust Termination Date"). Upon the termination of the Trust and the surrender
of the Transferor Certificate, the Trustee shall convey to the holder of the
Transferor Certificate all right, title and interest of the Trust in and to the
Receivables and other funds of the Trust.

PAY OUT EVENTS

As described above, the Revolving Period will continue through the date
specified in the accompanying Prospectus Supplement unless one or more of
certain adverse events described in the accompanying Prospectus Supplement
(each, a "Pay Out Event") occurs prior to such date. A Pay Out Event occurs
with respect to all Series issued by the Trust upon the occurrence of any of
the following events:

(a) certain events of insolvency, receivership or bankruptcy relating to
the Transferor, an Additional Transferor or another holder of the Transferor
Certificate (each, an "Insolvency Event" with respect to the related
Transferor);

(b) the Transferor or any Additional Transferor is unable for any reason
to transfer Receivables to the Trust in accordance with the provisions of
the Agreement; or

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<PAGE> 96
(c) the Trust becomes an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

In addition, a Pay Out Event may occur with respect to any Series upon the
occurrence of any other event specified in the accompanying Prospectus
Supplement. On the date on which a Pay Out Event is deemed to have occurred,
the Rapid Amortization Period or, if so specified in the accompanying
Prospectus Supplement, the Rapid Accumulation Period will commence. If, because
of the occurrence of a Pay Out Event, the Rapid Amortization Period begins
earlier than the scheduled commencement of an Amortization Period or prior to a
Scheduled Payment Date, Certificateholders will begin receiving distributions
of principal earlier than they otherwise would have, which may shorten the
average life of the Certificates.

In addition to the consequences of a Pay Out Event discussed above, if a
conservator or receiver were appointed for the Transferor, an Additional
Transferor or another holder of the Transferor Certificate or a bankruptcy or
Insolvency Event were to occur with respect to the Transferor, an Additional
Transferor or another holder of the Transferor Certificate, on the day any such
event occurs the Transferor and any Additional Transferor will immediately
cease to transfer Principal Receivables and discount option receivables to the
Trust and promptly give notice to the Trustee of such event and the Agreement
and the Trust shall terminate, subject to the liquidation, winding-up and
dissolution procedures described in the Agreement. Within 15 days, the Trustee
will publish a notice of the termination of the Trust and the liquidation or
the appointment stating that the Trustee intends to sell, dispose of, or
otherwise liquidate the Receivables in a commercially reasonable manner. Unless
otherwise instructed within a specified period by Certificateholders
representing interests aggregating more than 50% of the Investor Interest of
each Series (or, with respect to any Series with more than one Class, of each
Class) and the Transferor, each Additional Transferor (other than the
Transferor that is the subject of such Insolvency Event) and each holder of an
interest in the Transferor Interest (including any holder of a Supplemental
Certificate) not subject to the appointment or Insolvency Event, and any other
person designated by the Transferor or an Additional Transferor in an officer's
certificate delivered to the Trustee prior to the Insolvency Event or specified
in the related Series Supplement, which may include any provider of
Enhancement, to the effect that such Persons disapprove of the liquidation of
the Receivables and wish to reconstitute the Trust pursuant to the terms of the
Agreement (as amended in connection with such reconstitution), the Trustee will
promptly sell, dispose of, or otherwise liquidate the Receivables in a
commercially reasonable manner and on commercially reasonable terms. If the
Trustee is instructed not to liquidate the Receivables as described in the
preceding sentence, the Trustee will retain the Receivables and apply
collections thereon in accordance with the Agreement. The proceeds from the
sale, disposition or liquidation of the Receivables and any Participation will
be immediately deposited in the related Collection Account and allocated as
specified above in "--Application of Collections" and in the accompanying
Prospectus Supplement. The foregoing provisions have been included in the
Agreement for reasons related to the possible treatment of the Trust as a
partnership for federal income tax purposes. The IRS has issued final
regulations that make the foregoing provisions unnecessary. The amendment
provisions of the Agreement, therefore, allow the Trustee and the Servicer to
amend the Agreement, without the consent of any of the Certificateholders, to
eliminate such provisions upon (i) the adoption of such final regulations and
(ii) the receipt of an opinion that the deletion of such provisions will not
adversely affect the ability of the Trust to be characterized as a partnership
for federal income tax purposes. The rights of Certificateholders to vote on
whether to continue or dissolve the Trust (or any Series thereof) upon the
insolvency of the Transferor could therefore be eliminated without
Certificateholders having any right to prevent such elimination.

If the only Pay Out Event to occur is either the insolvency of the
Transferor, an Additional Transferor or another holder of the Transferor
Certificate, or the appointment of a conservator or receiver for the
Transferor, an Additional Transferor or another holder of the Transferor
Certificate, 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 or, if applicable with respect to a Series as
specified in the accompanying Prospectus Supplement, a Rapid Accumulation
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 Certificates. See
"Risk Factors--Possible Effects of Insolvency or Bankruptcy of the Transferor,
Other Holder of Transferor Certificate or the Servicer" and "Certain Legal
Aspects of the Receivables--Certain Matters Relating to Receivership" in this
Prospectus.

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SERVICING COMPENSATION AND PAYMENT OF EXPENSES

For each Series of Certificates, the Servicer's compensation for its
servicing activities and reimbursement for its expenses will take the form of
the payment to it of the Servicing Fee payable at the times and in the amounts
specified in the accompanying Prospectus Supplement. The portion of the
Servicing Fee allocated to the Certificates of each Series will be funded from
collections of Finance Charge Receivables allocated to the related Investor
Interest and will be paid each month, or on such other specified periodic
basis, from amounts so allocated and on deposit in the Finance Charge Account
(which, if so specified in the accompanying Prospectus Supplement, may include
all or a portion of the Interchange arising from the Accounts) or, in certain
limited circumstances, from amounts available from Enhancement and other
sources, if any. The remainder of the servicing fee for the Trust will be
allocable to the Transferor Interest, the Investor Interests of any other
Series issued by the Trust and the interest represented by the Enhancement
Invested Amount or the Collateral Interest, if any, with respect to such
Series, as described in the accompanying Prospectus Supplement. Neither the
Trust nor the related Certificateholders will have any obligation to pay the
portion of the servicing fee allocable to the Transferor Interest.

The Servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the Receivables including, without
limitation, payment of the fees and disbursements of the Trustee and
independent certified public accountants and other fees which are not expressly
stated in the Agreement to be payable by the Trust or the related
Certificateholders other than federal, state and local income and franchise
taxes, if any, of the Trust.

CERTAIN MATTERS REGARDING THE TRANSFEROR AND THE SERVICER

With respect to each Series of Certificates, the Servicer may not resign from
its obligations and duties under the Agreement, except upon determination that
performance of its duties is no longer permissible under applicable law. No
such resignation will become effective until the Trustee or a successor to the
Servicer has assumed the Servicer's responsibilities and obligations under the
Agreement.

The Agreement provides that the Servicer will indemnify the Trust and 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 of the Servicer with respect to the activities of the Trust or
Trustee; provided, however, that the Servicer shall not indemnify (a) the
Trustee for liabilities imposed by reason of fraud, negligence, or willful
misconduct by the Trustee in the performance of its duties under the Agreement,
(b) the Trust, the Certificateholders or the Certificate Owners for liabilities
arising from actions taken by the Trustee at the request of Certificateholders,
(c) the Trust, the Certificateholders or the Certificate Owners for any losses,
claims, damages or liabilities incurred by any of them in their capacities as
investors, including without limitation, losses incurred as a result of
defaulted Accounts or Receivables which are charged-off as uncollectible, or
(d) the Trust, the Certificateholders or the Certificate Owners for any
liabilities, costs or expenses of the Trust, the Certificateholders or the
Certificate Owners arising under any tax law, including without limitation, any
federal, state or local income or franchise tax or any other tax imposed on or
measured by income (or any interest or penalties with respect thereto or
arising from a failure to comply therewith) required to be paid by the Trust,
the Certificateholders or the Certificate Owners in connection with the
Agreement to any taxing authority.

In addition, the Agreement provides that, subject to certain exceptions, the
Transferor will agree to be liable to an injured party for any losses, claims,
damages or liabilities (other than those incurred by a Certificateholder as an
investor in the Certificates) arising out of or based upon each of the
arrangements created by the Agreement and the actions of the Servicer as though
the Agreement created a partnership under the New York Uniform Partnership Act
in which the Transferor is a general partner.

The Agreement provides that neither the Transferor nor the Servicer nor any
of their respective directors, officers, employees or agents will be under any
other liability to the Trust, Trustee, Certificateholders or any other person
for any action taken, or for refraining from taking any action, in good faith
pursuant to the Agreement. Neither the Transferor, the Servicer, nor any of
their respective directors, officers, employees or agents will be protected
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence of the Transferor, the Servicer or
any such person in the performance of its duties or by reason of reckless
disregard of obligations and duties thereunder. In addition, the Agreement
provides that the Servicer is not

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under any obligation to appear in, prosecute or defend any legal action which
is not incidental to its servicing responsibilities under the Agreement and
which in its opinion may expose it to any expense or liability.

The Agreement provides that the Transferor may transfer its interest in all
or a portion of the Transferor Certificate, provided that prior to any such
transfer (a) the Trustee receives written notification from each Rating Agency
that such transfer will not result in a lowering of its then-existing rating of
the Certificates of each outstanding Series rated by it and (b) the Trustee
receives a written opinion of counsel confirming that such transfer would not
adversely affect the treatment of the Certificates of each outstanding Series
as debt for federal income tax purposes. See "Description of the
Certificates--Certain Matters Regarding the Transferor and the Servicer" in
this Prospectus.

Any person into which, in accordance with the Agreement, the Transferor or
the Servicer 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 the Servicer, upon
execution of a supplement to the Agreement and delivery of an opinion of
counsel with respect to the compliance of the transaction with the applicable
provisions of the Agreement, will be the successor to the Transferor or the
Servicer, as the case may be, under the Agreement.

SERVICER DEFAULT

In the event of any Servicer Default, either the Trustee or
Certificateholders representing interests aggregating more than 50% of the
Investor Interests for all Series of Certificates of the Trust, by written
notice to the Servicer (and to the Trustee if given by the Certificateholders),
may terminate all of the rights and obligations of the Servicer as servicer
under the Agreement and in and to the Receivables and the proceeds thereof and
the Trustee may appoint a new Servicer (a "Service Transfer"). The rights and
interest of the Transferor under the Agreement and in the Transferor Interest
will not be affected by such termination. The Trustee shall as promptly as
possible appoint a successor Servicer. If no such successor Servicer has been
appointed and has accepted such appointment by the time the Servicer ceases to
act as Servicer, all authority, power and obligations of the Servicer under the
Agreement shall pass to and be vested in the Trustee. If the Trustee is unable
to obtain any bids from eligible servicers and the Servicer delivers an
officer's certificate to the effect that it cannot in good faith cure the
Servicer Default which gave rise to a transfer of servicing, and if the Trustee
is legally unable to act as successor Servicer, then the Trustee shall give the
Transferor the right of first refusal to acquire the Receivables on terms
equivalent to the best offer as determined by the Trustee.

"Servicer Default" under the Agreement refers to any of the following events:

(a) failure by the Servicer to make any payment, transfer or deposit, or
to give instructions to the Trustee to make certain payments, transfers or
deposits, on the date the Servicer is required to do so under the Agreement
or any Series Supplement (or within the applicable grace period, which shall
not exceed 10 business days);

(b) failure on the part of the Servicer duly to observe or perform in any
respect any other covenants or agreements of the Servicer which has a
material adverse effect on the Certificateholders of any Series issued and
outstanding under the Trust and which continues unremedied for a period of
60 days after written notice and continues to have a material adverse effect
on such Certificateholders; or the delegation by the Servicer of its duties
under the Agreement, except as specifically permitted thereunder;

(c) any representation, warranty or certification made by the Servicer in
the Agreement, or in any certificate delivered pursuant to the Agreement,
proves to have been incorrect when made which has a material adverse effect
on the Certificateholders of any Series issued and outstanding under the
Trust, and which continues to be incorrect in any material respect for a
period of 60 days after written notice and continues to have a material
adverse effect on such Certificateholders;

(d) the occurrence of certain events of bankruptcy, insolvency or
receivership of the Servicer; or

(e) such other event specified in the accompanying Prospectus Supplement.

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Unless otherwise stated in the accompanying Prospectus Supplement,
notwithstanding the foregoing, a delay in or failure of performance referred to
in clause (a) above for a period of 10 business days, or referred to under
clause (b) or (c) for a period of 60 business days, shall not constitute a
Servicer Default if such delay or failure could not be prevented by the
exercise of reasonable diligence by the Servicer and such delay or failure was
caused by an act of God or other similar occurrence. Upon the occurrence of any
such event, the Servicer shall not be relieved from using its best efforts to
perform its obligations in a timely manner in accordance with the terms of the
Agreement, and the Servicer shall provide the Trustee, any provider of
Enhancement and/or any issuer of any third-party Credit Enhancement (a "Credit
Enhancement Provider"), the Transferor and the holders of Certificates of each
Series issued and outstanding under the Trust prompt notice of such failure or
delay by it, together with a description of the cause of such failure or delay
and its efforts to perform its obligations.

In the event of a Servicer Default, if a conservator or receiver is appointed
for the Servicer and no Servicer Default other than such conservatorship or
receivership or the insolvency of the Servicer exists, the conservator or
receiver may have the power to prevent either the Trustee or the majority of
the Certificateholders from effecting a Service Transfer.

REPORTS TO CERTIFICATEHOLDERS

Unless otherwise specified in the accompanying Prospectus Supplement, for
each Series of Certificates, on each Distribution Date, or as soon thereafter
as is practicable, as specified in the accompanying Prospectus Supplement, the
agent making payments to the Certificateholders (the "Paying Agent") will
forward to each Certificateholder of record a statement prepared by the
Servicer setting forth, among other things: (a) the amount of the distribution
on such Distribution Date allocable to principal on the Certificates, (b) the
amount of such distribution allocable to interest on the Certificates, (c) the
amount of collections of Principal Receivables processed during the preceding
month or months since the last Distribution Date and allocated in respect of
the Certificates, (d) the aggregate amount of Principal Receivables in the
Trust as of the end of the last day of the preceding Monthly Period or Periods
since the last Distribution Date, (e) the aggregate outstanding balance of
Accounts which are 30 or more days delinquent by class of delinquency as of the
end of the last day of the preceding Monthly Period or Periods since the last
Distribution Date, (f) the Aggregate Investor Default Amount for the preceding
Monthly Period or Periods since the last Distribution Date, (g) the amount of
Investor Charge-Offs for the preceding Monthly Period or Periods since the last
Distribution Date and the amount of reimbursements of previous Investor
Charge-Offs for the preceding Monthly Period or Periods since the last
Distribution Date, (h) the amount of the Servicing Fee allocated to the
Certificates for the preceding Monthly Period or Periods since the last
Distribution Date, (i) the amount available under any Enhancement (including
any Credit Enhancement) as of the close of business on such Distribution Date,
(j) the aggregate amount of collections of Finance Charge Receivables processed
during the preceding Monthly Period or Periods since the last Distribution
Date, (k) the Portfolio Yield for the preceding Monthly Period or Periods since
the last Distribution Date, and (l) certain information relating to the
floating or variable Certificate Rates, if applicable, for each accrual period
(each, an "Interest Period") specified in the accompanying Prospectus
Supplement relating to such Distribution Date. In the case of a Series of
Certificates having more than one Class, the statements forwarded to
Certificateholders will provide information as to each Class of Certificates,
as appropriate.

On or before January 31 of each calendar year or such other date as specified
in the accompanying Prospectus Supplement, the Paying Agent will furnish to
each person who at any time during the preceding calendar year was a
Certificateholder of record, a statement prepared by the Servicer containing
the information required to be contained in the regular monthly report to
Certificateholders, as set forth in clauses (a), (b) and (c) above aggregated
for such calendar year or the applicable portion thereof during which such
person was a Certificateholder, together with such other customary information
(consistent with the treatment of the Certificates as debt) as the Trustee or
the Servicer deems necessary or desirable to enable the Certificateholders to
prepare their United States tax returns.

EVIDENCE AS TO COMPLIANCE

The Agreement provides that on or before March 31 of each calendar year or
such other date as specified in the accompanying Prospectus Supplement, the
Servicer will cause a firm of independent certified public accountants to
furnish a report to the effect that such accounting firm has made a study and
evaluation of the Servicer's internal accounting controls relative to the
servicing of the Accounts and that, on the basis of such examination, such firm
is of the opinion that, assuming the accuracy of reports by the Servicer's
third party agents, the system of internal

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accounting controls in effect on the date of such statement relating to
servicing procedures performed by the Servicer, taken as a whole, was
sufficient for the prevention and detection of errors and irregularities in
amounts that would be material to the financial statements of the Servicer and
that such servicing was conducted in compliance with the sections of the
Agreement during the period covered by such report (which shall be the period
from January 1 (or for the initial period, the relevant Closing Date) of the
preceding calendar year to and including December 31 of such calendar year),
except for such exceptions or errors as such firm shall believe to be
immaterial and such other exceptions as shall be set forth in such statement.

The Agreement provides for delivery to the Trustee on or before March 31 of
each calendar year or such other date as specified in the accompanying
Prospectus Supplement, of an annual statement signed by an officer of the
Servicer to the effect that the Servicer has fully performed its obligations
under the Agreement throughout the preceding year, or, if there has been a
default in the performance of any such obligation, specifying the nature and
status of the default.

AMENDMENTS

The Agreement and any Series Supplement (unless, with respect to a Series
Supplement, otherwise specified in the accompanying Prospectus Supplement) may
be amended by the Transferor, the Servicer and the Trustee, without the consent
of Certificateholders of any Series then outstanding, for any purpose;
provided, however, that (i) the Transferor delivers an officer's certificate to
the Trustee to the effect that such amendment will not adversely affect in any
material respect the interest of such Certificateholders, and (ii) such
amendment will not result in a withdrawal or reduction of the rating of any
outstanding Series under the Trust. The Agreement and any related Series
Supplement may be amended by the Transferor (and, if applicable, any Additional
Transferor being designated), the Servicer and the Trustee, without the consent
of the Certificateholders of any Series then outstanding, to provide for
additional Enhancement or substitute Enhancement with respect to a Series, to
change the definition of Eligible Account, to provide for the designation of an
Additional Transferor, or to provide for the addition to the Trust of a
Participation, provided, that (i) the Transferor (and, if applicable, any
Additional Transferor being designated) delivers to the Trustee a certificate
of an authorized officer to the effect that, in the reasonable belief of the
Transferor (and such Additional Transferor as applicable), such amendment will
not as of the date of such amendment adversely affect in any material respect
the interest of such Certificateholders, and (ii) such amendment will not
result in a withdrawal or reduction of the rating of any outstanding Series
under the Trust.

The Agreement and the related Series Supplement may be amended by the
Transferor, the Servicer and the Trustee with the consent of the holders of
Certificates evidencing interests aggregating not less than 66 2/3 (or such
other percentage specified in the accompanying Prospectus Supplement) of the
Investor Interests for all Series of the Trust, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the Agreement or the related Series Supplement or of modifying in any manner
the rights of Certificateholders of any outstanding Series of the Trust. No
such amendment, however, may (a) reduce in any manner the amount of, or delay
the timing of, distributions required to be made on the related Series or any
Series, (b) change the definition of or the manner of calculating the interest
of any Certificateholder of such Series or any Certificateholder of any other
Series issued by the Trust or (c) reduce the aforesaid percentage of interests
the holders of which are required to consent to any such amendment, in each
case without the consent of all Certificateholders of the related Series and
Certificateholders of all Series adversely affected. Promptly following the
execution of any amendment to the Agreement, the Trustee will furnish written
notice of the substance of such amendment to each Certificateholder. Any Series
Supplement and any amendments regarding the addition or removal of Receivables
or Participations from the Trust will not be considered an amendment requiring
Certificateholder consent under the provisions of the Agreement and any Series
Supplement.

Additionally, the Agreement and any Series Supplement may be amended by the
Servicer and the Trustee at the direction of the Transferor without the consent
of any of the Certificateholders (i) to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable all or a portion
of the Trust to qualify as, and to permit an election to be made to cause all
or a portion of the Trust to be treated as, a "financial asset securitization
investment trust" as described in Sections 860H through 860L of the Code, and
(ii) in connection with any such election, to modify or eliminate existing
provisions of the Agreement and any Series Supplement relating to the intended
federal income tax treatment of the Certificates and the Trust in the absence
of the election. See "Federal Income Tax Consequences--Treatment of the
Trust--Newly Enacted Legislation." It is a condition to any such

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amendment that each Rating Agency will have notified the Transferor, the
Servicer and the Trustee in writing that the amendment will not result in a
reduction or withdrawal of the rating of any outstanding Series or Class to
which it is a Rating Agency. The amendments which the Transferor may make in
connection with any election described above without the consent of
Certificateholders may include, without limitation, the elimination of any sale
of Receivables and termination of the Trust upon the occurrence of an event of
receivership or insolvency with respect to the Transferor, an Additional
Transferor or other holder of the Transferor Certificate. See "Certain Legal
Aspects of the Receivables--Certain Matters Relating to Receivership" in this
Prospectus.

Additionally, the Agreement and any Series Supplement may be amended by the
Servicer and the Trustee at the direction of the Transferor without the consent
of any of the Certificateholders (i) to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable (a) the transfer
to the Trust of all or any portion of the Receivables to be derecognized under
generally accepted accounting principals ("GAAP") by the Transferor or (b) the
Trust to avoid becoming a member of any Transferor's consolidated group under
GAAP, and (ii) in connection with any such addition, modification or
elimination, without limiting the generality of the foregoing clause (i), to
cause the Receivables to be transferred by a Transferor first to a bankruptcy
remote Affiliate and from such Affiliate to the Trust; provided, however, that
it is a condition to any such amendment that (i) the Transferor delivers an
officer's certificate to the Trustee to the effect that such amendment meets
the requirements set forth in this paragraph and (ii) such amendment will not
result in a withdrawal or reduction of the rating of any outstanding Series
under the Trust. In addition, the Agreement may be amended as described above
under "--Pay Out Events."

LIST OF CERTIFICATEHOLDERS

With respect to each Series of Certificates, upon written request of
Certificateholders of record representing interests in the Trust aggregating
not less than 10% (or such other percentage specified in the accompanying
Prospectus Supplement) of the Investor Interest, the Trustee after having been
adequately indemnified by such Certificateholders for its costs and expenses,
and having given the Servicer notice that such request has been made, will
afford such Certificateholders access during business hours to the current list
of Certificateholders of the Trust for purposes of communicating with other
Certificateholders with respect to their rights under the Agreement. See
"Description of the Certificates--Book-Entry Registration" and "--Definitive
Certificates" above.

THE TRUSTEE

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 Trustee, the Transferor, the Servicer and any of their
respective affiliates may hold Certificates in their own names. In addition,
for purposes of meeting the legal requirements of certain local jurisdictions,
the Trustee shall have the power to appoint a co-trustee or separate trustees
of all or any part of the Trust. In the event of such appointment, all rights,
powers, duties and obligations conferred or imposed upon the Trustee by the
Agreement shall be conferred or imposed upon the Trustee and such separate
trustee or co-trustee jointly, or, in any jurisdiction in which the Trustee
shall be incompetent or unqualified to perform certain acts, singly upon such
separate trustee or co-trustee who shall exercise and perform such rights,
powers, duties and obligations solely at the direction of the Trustee.

The 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
Trustee if the Trustee ceases to be eligible to continue as such under the
Agreement or if the Trustee becomes insolvent. In such circumstances, the
Transferor will be obligated to appoint a successor Trustee. Any resignation or
removal of the Trustee and appointment of a successor Trustee does not become
effective until acceptance of the appointment by the successor Trustee.

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CERTIFICATEHOLDERS HAVE LIMITED CONTROL OF ACTIONS

Certificateholders of any Series or Class within a Series may need the
consent or approval of a specified percentage of the Investor Interest of other
Series or a Class of such other Series to take or direct certain actions,
including to require the appointment of a successor Servicer after a Servicer
Default, to amend the Agreement in some cases, and to direct a repurchase of
all outstanding Series after certain violations of the Transferor's
representations and warranties. The interests of the Certificateholders of any
such Series may not coincide with yours, making it more difficult for any
particular Certificateholder to achieve the desired results from such vote.

CREDIT ENHANCEMENT AND ENHANCEMENT

GENERAL

For any Series, Credit Enhancement may be provided with respect to one or
more Classes thereof. "Credit Enhancement" may be in the form of the
subordination of one or more Classes of the Certificates of such Series, a
letter of credit, the establishment of a cash collateral guaranty or account, a
collateral interest, a surety bond, an insurance policy, a spread account, a
reserve account, the use of cross support features or another method of Credit
Enhancement described in the accompanying Prospectus Supplement, or any
combination of the foregoing. If so specified in that accompanying Prospectus
Supplement, any form of Credit Enhancement may be structured so as to be drawn
upon by more than one Class to the extent described in that accompanying
Prospectus Supplement. The initial form of Credit Enhancement, with respect to
any Series of Certificates, will be determined by the Transferor prior to the
issuance of such Certificates, based principally on the alternative costs of
the various forms of Credit Enhancement prevailing at that time.

Unless otherwise specified in the accompanying Prospectus Supplement for a
Series, the Credit Enhancement will not provide protection against all risks of
loss and will not guarantee repayment of the entire principal balance of the
Certificates and interest thereon. If losses occur which exceed the amount
covered by the Credit Enhancement or which are not covered by the Credit
Enhancement, Certificateholders will bear their allocable share of
deficiencies.

If Credit Enhancement is provided with respect to a Series, the accompanying
Prospectus Supplement includes a description of (a) the amount payable under
such Credit Enhancement, (b) any conditions to payment thereunder not otherwise
described in this Prospectus, (c) the conditions, if any, under which the
amount payable under such Credit Enhancement may be reduced and under which
such Credit Enhancement may be terminated or replaced, (d) any material
provision of any agreement relating to such Credit Enhancement and (e) the
allocation (if any) of Trust assets to the related Credit Enhancement Provider.
Additionally, the accompanying Prospectus Supplement may set forth certain
information with respect to any Credit Enhancement Provider, including (i) a
brief description of its principal business activities, (ii) its principal
place of business, place of incorporation and the jurisdiction under which it
is chartered or licensed to do business, (iii) if applicable, the identity of
regulatory agencies which exercise primary jurisdiction over the conduct of its
business and (iv) its total assets, its stockholders' or policy holders'
surplus, if applicable, and other appropriate financial information as of the
date specified in the Prospectus Supplement. If so specified in the
accompanying Prospectus Supplement, Credit Enhancement with respect to a Series
may be available to pay principal of the Certificates of such Series following
the occurrence of certain Pay Out Events with respect to such Series. In such
event, the Credit Enhancement Provider will have an interest in certain cash
flows in respect of the Receivables to the extent described in such Prospectus
Supplement (the "Enhancement Invested Amount").

SUBORDINATION

If so specified in the accompanying Prospectus Supplement, one or more
Classes of any Series will be subordinated as described in the accompanying
Prospectus Supplement to the extent necessary to fund payments with respect to
the Senior Certificates. The rights of the holders of any such Subordinated
Certificates to receive distributions of principal and/or interest on any
Distribution Date for such Series will be subordinate in right and priority to
the rights of the holders of Senior Certificates, but only to the extent set
forth in the accompanying Prospectus Supplement. If so specified in the
accompanying Prospectus Supplement, subordination may apply only

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in the event of certain types of losses not covered by another Credit
Enhancement. The accompanying Prospectus Supplement sets forth any applicable
information concerning the amount of subordination of a Class or Classes of
Subordinated Certificates in a Series, the circumstances in which such
subordination will be applicable, the manner, if any, in which the amount of
subordination will decrease over time, and the conditions under which amounts
available from payments that would otherwise be made to holders of such
Subordinated Certificates will be distributed to holders of Senior
Certificates. If collections of Receivables otherwise distributable to holders
of a Subordinated Class of a Series will be used as support for a Class of
another Series, the accompanying Prospectus Supplement specifies the manner and
conditions for applying such a cross-support feature.

LETTER OF CREDIT

If so specified in the accompanying Prospectus Supplement, support for a
Series or one or more Classes thereof will be provided by one or more letters
of credit. A letter of credit may provide limited protection against certain
losses in addition to or in lieu of other Credit Enhancement. The issuer of the
letter of credit (the "L/C Bank") will be obligated to honor demands with
respect to such letter of credit, to the extent of the amount available
thereunder, to provide funds under the circumstances and subject to such
conditions as are specified in the accompanying Prospectus Supplement.

The maximum liability of an L/C Bank under its letter of credit will
generally be an amount equal to a percentage specified in the accompanying
Prospectus Supplement of the Initial Investor Interest of a Series or a Class
of such Series. The maximum amount available at any time to be paid under a
letter of credit will be determined in the manner specified therein and in the
accompanying Prospectus Supplement.

CASH COLLATERAL GUARANTY OR ACCOUNT

If so specified in the accompanying Prospectus Supplement, support for a
Series or one or more Classes thereof will be provided by a guaranty (the "Cash
Collateral Guaranty") secured by the deposit of cash or certain permitted
investments in an account (the "Cash Collateral Account") reserved for the
beneficiaries of the Cash Collateral Guaranty or by a Cash Collateral Account
alone. The amount available pursuant to the Cash Collateral Guaranty or the
Cash Collateral Account will be the lesser of amounts on deposit in the Cash
Collateral Account and an amount specified in the accompanying Prospectus
Supplement. The accompanying Prospectus Supplement sets forth the circumstances
under which payments are made to beneficiaries of the Cash Collateral Account
or the Cash Collateral Guaranty, as applicable.

COLLATERAL INTEREST

If so specified in the accompanying Prospectus Supplement, support for a
Series or one or more Classes thereof will be provided initially by an
undivided interest in the Trust (the "Collateral Interest") in an amount
initially equal to a percentage of the Certificates of such Series as specified
in the Prospectus Supplement. Such Series may also have the benefit of a Cash
Collateral Guaranty or Cash Collateral Account with an initial amount on
deposit therein, if any, as specified in the Prospectus Supplement which will
be increased (i) to the extent the Transferor elects, subject to certain
conditions specified in the accompanying Prospectus Supplement, by the
application of collections of Principal Receivables allocable to the Collateral
Interest to decrease the Collateral Interest, (ii) to the extent collections of
Principal Receivables allocable to the Collateral Interest are required to be
deposited into the Cash Collateral Account as specified in the accompanying
Prospectus Supplement and (iii) to the extent excess collections of Finance
Charge Receivables are required to be deposited into the Cash Collateral
Account as specified in the accompanying Prospectus Supplement. The total
amount of the Credit Enhancement available pursuant to the Collateral Interest
and, if applicable, the Cash Collateral Guaranty or Cash Collateral Account
will be the lesser of the sum of the Collateral Interest and the amount on
deposit in the Cash Collateral Account and an amount specified in the
accompanying Prospectus Supplement. The accompanying Prospectus Supplement sets
forth the circumstances under which payments which otherwise would be made to
holders of the Collateral Interest will be distributed to holders of
Certificates and, if applicable, the circumstances under which payment will be
made under the Cash Collateral Guaranty or from the Cash Collateral Account.

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SURETY BOND OR INSURANCE POLICY

If so specified in the accompanying Prospectus Supplement, insurance with
respect to a Series or one or more Classes thereof will be provided by one or
more insurance companies. Such insurance will guarantee, with respect to one or
more Classes of the related Series, distributions of interest or principal in
the manner and amount specified in the accompanying Prospectus Supplement.

If so specified in the accompanying Prospectus Supplement, a surety bond will
be purchased for the benefit of the holders of any Series or Class of such
Series to assure distributions of interest or principal with respect to such
Series or Class of Certificates in the manner and amount specified in the
accompanying Prospectus Supplement.

SPREAD ACCOUNT

If so specified in the accompanying Prospectus Supplement, support for a
Series or one or more Classes thereof will be provided by the periodic deposit
of certain available excess cash flow from Trust assets into an account (the
"Spread Account") intended to assist with subsequent distribution of interest
and principal on the Certificates of such Class or Series in the manner
specified in the accompanying Prospectus Supplement.

RESERVE ACCOUNT

If so specified in the accompanying Prospectus Supplement, support for a
Series or one or more Classes thereof or any Enhancement related thereto will
be provided by the establishment of a reserve account (the "Reserve Account").
The Reserve Account may be funded, to the extent provided in the accompanying
Prospectus Supplement, by an initial cash deposit, the retention of certain
periodic distributions of principal or interest or both otherwise payable to
one or more Classes of Certificates, including the Subordinated Certificates,
or the provision of a letter of credit, guarantee, insurance policy or other
form of credit or any combination thereof. The Reserve Account will be
established to assist with the subsequent distribution of principal or interest
on the Certificates of such Series or Class thereof or such other amount owing
on any Enhancement thereto in the manner provided in the accompanying
Prospectus Supplement.

INTEREST RATE SWAPS AND RELATED CAPS, FLOORS AND COLLARS

The Trustee on behalf of the Trust may enter into interest rate swaps and
related caps, floors and collars or other forms of derivatives to minimize the
risk to Certificateholders from adverse changes in interest rates
(collectively, "Swaps").

An interest rate Swap is an agreement between two parties ("counterparties")
to exchange a stream of interest payments on an agreed hypothetical or
"notional" principal amount. No principal amount is exchanged between the
counterparties to an interest rate swap. In the typical Swap, one party agrees
to pay a fixed-rate on a notional principal amount, while the counterparty pays
a floating-rate based on one or more reference interest rates such as the
London Interbank Offered Rate ("LIBOR"), a specified bank's prime rate, or U.S.
Treasury Bill rates. Interest rate Swaps also permit counterparties to exchange
a floating-rate obligation based upon one reference interest rate (such as
LIBOR) for a floating-rate obligation based upon another referenced interest
rate (such as U.S. Treasury Bill rates).

The Swap market has grown substantially in recent years with a significant
number of banks and financial service firms acting both as principals and as
agents utilizing standardized Swap documentation. Caps, floors and collars are
more recent innovations, and they may be less liquid than other Swaps. There
can be no assurance that the Trust will be able to enter into or offset Swaps
at any specific time or at prices or on other terms that are advantageous. In
addition, although the terms of a Swap may provide for termination under
certain circumstances, there can be no assurance that the Trust will be able to
terminate or offset a Swap on favorable terms.

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CERTIFICATE RATINGS

Any rating of the Certificates by a Rating Agency will indicate:

- its view on the likelihood that Certificateholders will receive
required interest and principal payments; and
- its evaluation of the Receivables and the availability of any Credit
Enhancement for the Certificates.

Among the things a rating will not indicate are:

- the likelihood that interest or principal payments will be paid on a
scheduled date;
- the likelihood that a Pay Out Event will occur;
- the likelihood that a United States withholding tax will be imposed on
non-U.S. Certificateholders;
- the marketability of the Certificates;
- the market price of the Certificates; or
- whether the Certificates are an appropriate investment for any
purchaser.

A rating will not be a recommendation to buy, sell or hold the
Certificates. A rating may be lowered or withdrawn at any time by a Rating
Agency.

The Transferor will request a rating of the Certificates offered by this
Prospectus and the accompanying Prospectus Supplement from at least one Rating
Agency. Rating agencies other than those requested could assign a rating to the
Certificates and such a rating could be lower than any rating assigned by a
Rating Agency chosen by the Transferor.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

TRANSFER OF RECEIVABLES

The Transferor will represent and warrant in the Agreement that the transfer
of Receivables by it to the Trust is either a valid transfer and assignment to
the Trust of all right, title and interest of the Transferor in and to the
related Receivables, except for the interest of the Transferor as holder of the
Transferor Certificate, or the grant to the Trust of a security interest in
such Receivables. The Transferor also will represent and warrant in the
Agreement that in the event the transfer of Receivables by the Transferor to
the Trust is deemed to create a security interest under the Uniform Commercial
Code (the "UCC"), there will exist a valid, subsisting and enforceable first
priority perfected security interest in such Receivables created thereafter in
favor of the Trust on and after their creation, except for certain tax and
other governmental liens. For a discussion of the Trust's rights arising from a
breach of these warranties, see "Description of the
Certificates--Representations and Warranties" in this Prospectus.

The Transferor will represent as to Receivables to be conveyed, that the
Receivables are "accounts" or "general intangibles" for purposes of the UCC.
Both the sale of accounts and the transfer of accounts as security for an
obligation are treated under Article 9 of the UCC as creating a security
interest therein and are subject to its provisions, and the filing of
appropriate financing statements is required to perfect the security interest
of the Trust. Financing statements covering the Receivables have been and will
be filed with the appropriate governmental authority to protect the interests
of the Trust in the Receivables. If a transfer of general intangibles is deemed
to be a sale, then the UCC is not applicable and perfection of the Trust's
interest in the Receivables and protection of the Receivables from subsequent
creditors or transferees of the Transferor will be determined pursuant to
general principles of common law. Under such common law principles, the Trust's
interest in the Receivables should be superior to the interests of such
subsequent creditors or transferees except to the extent any such creditor or
transferee acts in good faith without knowledge or reason to know of the
Trust's interest in the Receivables and either obtains payment of the
Receivables, obtains judgment against the obligors under the Receivables,
enters into a new contract by novation with the obligors or possesses a writing
customarily accepted as a symbol or evidence of the Receivables. Actions
required to be taken by the Transferor and Trustee pursuant to the Agreement
should provide such subsequent creditor or transferee with knowledge or reason
to know of the Trust's interest in the Receivables.

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There are certain limited circumstances under the UCC in which a prior or
subsequent transferee of Receivables coming into existence after a Closing Date
could have an interest in such Receivables with priority over the Trust's
interest. Under the Agreement, however, the Transferor has made a
representation and warranty that it transferred the Receivables to the Trust
free and clear of the lien of any third party. In addition, the Transferor has
made a covenant that it will not sell, pledge, assign, transfer or grant any
lien on any Receivable (or any interest therein) other than to the Trust. A tax
or government lien or other nonconsensual lien on property of the Transferor
arising prior to the time a Receivable comes into existence may have priority
over the interest of the Trust in such Receivable. In addition, through fraud
or negligence of the Transferor, a subsequent transferee of the Receivables may
also have priority over the interests of the Trust. In addition, if the FDIC
were appointed as conservator or receiver of the Transferor, certain
administrative expenses of the conservator or receiver may also have priority
over the interest of the Trust in such Receivable. If a conservatorship or
receivership proceeding were to be commenced involving the Transferor and the
conservator or receiver of the Transferor were to take the position that the
transfer of the Receivables from the Transferor to the Trust should be
characterized as the grant of a security interest in such Receivables, then
delays in distributions on the Certificates and reductions in such
distributions could result. In addition, while the Transferor is the Servicer,
cash collections held by the Transferor may, subject to certain conditions, be
commingled and used for the benefit of the Transferor prior to the date on
which such collections are required to be deposited in the Finance Charge
Account and Principal Account as described under "Description of
Certificates--Application of Collections" in this Prospectus. In the event of
the conservatorship or receivership of the Transferor or, in certain
circumstances, the lapse of certain time periods, the Trust may not have a
perfected interest in such collections and, in such event, the Trust may suffer
a loss of all or part of such collections which may result in a loss to
Certificateholders.

CERTAIN MATTERS RELATING TO RECEIVERSHIP

The Transferor 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
Transferor upon the occurrence of certain events relating to the Transferor's
financial condition.

The FDIA, as amended by FIRREA, sets forth certain powers that the FDIC in
its capacity as conservator or receiver for the Transferor could exercise.
Positions taken by the FDIC prior to the passage of FIRREA do not suggest that
the FDIC, if appointed as conservator or receiver for the Transferor, would
interfere with the timely transfer to the Trust of payments collected on the
Receivables or interfere with the timely liquidation of such Receivables, as
described below. To the extent that the Transferor has granted a security
interest in the Receivables to the Trust, and that interest was validly
perfected before the Transferor's insolvency and was not taken in contemplation
of the insolvency of the Transferor, or with the intent to hinder, delay or
defraud the Transferor or the creditors of the Transferor, based upon opinions
issued by the general counsel of the FDIC and policy statements of the FDIC,
such security interest should not be subject to avoidance by the FDIC. However,
such opinions and policy statements are not binding on the FDIC and if the FDIC
were to assert a contrary position, or were to require the Trustee to establish
its right to those payments by submitting to and completing the administrative
claims procedure under the FDIA, or were the conservator or receiver to request
a stay of proceedings with respect to the Transferor as provided under the
FDIA, delays in payments on the Certificates and possible reductions in the
amount of those payments could occur. In addition, the FDIC, if appointed, as
conservator or receiver for the Transferor, has the power under the FDIA to
repudiate contracts, including secured contracts of the Transferor. The FDIA
provides that a claim for damages arising from the repudiation of a contract is
limited to "actual direct compensatory damages." In the event the FDIC were to
be appointed as conservator or receiver of the Transferor and were to repudiate
the Agreement, then the amount payable out of available collections to the
Certificateholders could be lower than the outstanding principal and accrued
interest on the Certificates.

If a conservator or receiver were appointed for any Transferor or other
holder of the Transferor Certificate or a bankruptcy or insolvency event were
to occur with respect to any Transferor or other holder of the Transferor
Certificate, then the Transferor will promptly give notice thereof to the
Trustee and a Pay Out Event will occur with respect to all Series then
outstanding under the Trust. Pursuant to the Agreement, newly created Principal
Receivables will not be transferred to the Trust on and after any such
appointment or insolvency event. In addition, the Trustee will proceed to
sell, dispose of or otherwise liquidate the Receivables in a commercially
reasonable manner and on commercially reasonable terms, unless otherwise
instructed within a specified period by holders of Certificates representing
interests aggregating not less than 50% of the Investor Interest of each Series
(or if any

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Series has more than one Class, of each Class) and any Transferor and each
holder of an interest in the Transferor Interest (including any holder of a
Supplemental Certificate) not subject to the appointment or insolvency event,
and any other person designated by the Transferor in an officer's certificate
delivered to the Trustee prior to the appointment or insolvency event or
specified in the related Series Supplement, which may include any provider of
Enhancement. Under the Agreement, the proceeds from the sale of the
Receivables would be treated as collections of the Receivables and the Investor
Percentage of such proceeds would be distributed to the Certificateholders or,
if so specified in the accompanying Prospectus Supplement, collected and held
for the benefit of Certificateholders. This procedure could be delayed, as
described above. If the only Pay Out Event to occur is either the appointment
of a conservator or receiver for, or the insolvency of, the Transferor or other
holder of the Transferor Certificate, or a bankruptcy or insolvency event with
respect to the Transferor or other holder of the Transferor Certificate, the
conservator, receiver or bankruptcy trustee (including another holder of the
Transferor Certificate as debtor-in-possession) for the Transferor or other
holder of the Transferor Certificate may have the power to prevent the early
sale, liquidation or disposition of the Receivables and the commencement of a
Rapid Amortization Period or, if applicable with respect to a Series as
specified in the accompanying Prospectus Supplement, a Rapid Accumulation
Period, and may be able to require that new Principal Receivables be
transferred to the Trust. In addition, a conservator, receiver or bankruptcy
trustee (including another holder of the Transferor Certificate as
debtor-in-possession) for the Transferor or other holder of the Transferor
Certificate may have the power to cause the early sale of the Receivables and
the early retirement of the Certificates or to prohibit the continued transfer
of Principal Receivables to the Trust. See "Description of the
Certificates--Pay Out Events" in this Prospectus. In addition, in the event of
a Servicer Default relating to the conservatorship, receivership, or insolvency
of the Servicer, if no Servicer Default other than such conservatorship,
receivership, or insolvency exists, the conservator or receiver for the
Servicer may have the power to prevent either the Trustee or the
Certificateholders from appointing a successor Servicer under the Agreement.

CONSUMER PROTECTION LAWS

The relationships of the cardholder and credit card issuer and the lender are
extensively regulated by federal and state consumer protection laws. With
respect to credit cards issued by the Transferor, the most significant laws
include the federal Truth-in-Lending, Equal Credit Opportunity, Fair Credit
Reporting, Fair Debt Collection Practice and Electronic Funds Transfer Acts.
These statutes impose disclosure requirements when a credit card account is
advertised, when it is opened, at the end of monthly billing cycles, and at
year end. In addition, these statutes limit customer liability for unauthorized
use, prohibit certain discriminatory practices in extending credit, and impose
certain limitations on the type of account-related charges that may be
assessed. Cardholders are entitled under these laws to have payments and
credits applied to the credit card accounts promptly, to receive prescribed
notices and to require billing errors to be resolved promptly. The Trust may be
liable for certain violations of consumer protection laws that apply to the
related Receivables, either as assignee from the Transferor with respect to
obligations arising before transfer of the Receivables to the Trust or as a
party directly responsible for obligations arising after the transfer. In
addition, a cardholder may be entitled to assert such violations by way of
set-off against his obligation to pay the amount of Receivables owing. The
Transferor will warrant in the Agreement that all related Receivables have been
and will be created in compliance with the requirements of such laws. The
Servicer will also agree in the Agreement to indemnify the Trust, among other
things, for any liability arising from such violations caused by the Servicer.
For a discussion of the Trust's rights arising from the breach of these
warranties, see "Description of the Certificates--Representations and
Warranties" in this Prospectus.

Certain jurisdictions may attempt to require out-of-state credit card issuers
to comply with such jurisdiction's consumer protection laws (including laws
limiting the charges imposed by such credit card issuers) in connection with
their operations in such jurisdictions. A successful challenge by such a
jurisdiction could have an adverse impact on the Transferor's credit card
operations or the yield on the Receivables in the Trust.

If a cardholder sought protection under federal or state bankruptcy or debtor
relief laws, a court could reduce or discharge completely the cardholder's
obligations to repay amounts due on its Account and, as a result, the related
Receivables would be charged-off as uncollectible. The Certificateholders could
suffer a loss if insufficient funds are available from Credit Enhancement or
other sources. See "Description of the Certificates--Defaulted Receivables;
Rebates and Fraudulent Charges; Investor Charge-Offs" in this Prospectus.

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FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following is a general discussion of material federal income tax
consequences relating to the purchase, ownership and disposition of a
Certificate, which is based on the opinion of Orrick, Herrington & Sutcliffe
LLP, counsel to the Transferor ("Special Counsel"). This discussion represents
the opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the Transferor,
subject to the qualifications set forth in this Prospectus. Orrick, Herrington
& Sutcliffe LLP has prepared and reviewed the statements in this Prospectus
under the heading "Federal Income Tax Consequences," and is of the opinion that
such statements are correct in all material respects. Additional federal income
tax considerations relevant to a particular Series may be set forth in the
accompanying Prospectus Supplement. This discussion is based on current law,
which is subject to changes that could prospectively or retroactively modify or
adversely affect the tax consequences summarized below. The discussion does not
address all of the tax consequences relevant to a particular Certificate Owner
in light of that Certificate Owner's circumstances, and some Certificate Owners
may be subject to special tax rules and limitations not discussed below. Each
prospective Certificate Owner is urged to consult its own tax adviser in
determining the federal, state, local and foreign income and any other tax
consequences of the purchase, ownership and disposition of a Certificate.

For purposes of this discussion, "U.S. Person" means a citizen or resident of
the United States, a corporation or partnership organized in or under the laws
of the United States, any state thereof, or any political subdivision of either
(including the District of Columbia), or an estate or trust the income of which
is includible in gross income for U.S. federal income tax purposes regardless
of its source. The term "U.S. Certificate Owner" means any U.S. Person and any
other person to the extent that income attributable to its interest in a
Certificate is effectively connected with that person's conduct of a U.S. trade
or business. The term "non-U.S. Certificate Owner" means any person other than
a U.S. Certificate Owner.

The discussion assumes that a Certificate is issued in registered form, has
all payments denominated in U.S. dollars and has a term that exceeds one year.
Moreover, the discussion assumes that the interest formula for the Certificate
meets the requirements for "qualified stated interest" under Treasury
regulations (the "OID regulations") relating to original issue discount
("OID"), and that any OID on the Certificate (i.e., any excess of the principal
amount of the Certificate over its issue price) does not exceed a de minimis
amount (i.e., 0.25 percent of its principal amount multiplied by the number of
full years until its maturity date), all within the meaning of the OID
regulations. Moreover, the discussion assumes that the Certificates are of a
type, as set forth below, which counsel is of the opinion will be debt for
federal income tax purposes. The applicable Prospectus Supplement will set
forth a discussion of any additional material tax consequences with respect to
Certificates not conforming to the foregoing assumptions.

TREATMENT OF THE CERTIFICATES AS DEBT

The Transferor expresses in the Agreement the intent that for federal, state
and local income and franchise tax purposes, the Certificates will be debt
secured by the Receivables. The Transferor, by entering into the Agreement, and
each investor, by the acceptance of a beneficial interest in a Certificate,
will agree to treat the Certificates as debt for federal, state and local
income and franchise tax purposes. However, the Agreement is generally
ambiguous in characterizing the transfer of Receivables, and because different
criteria are used in determining the non-tax accounting treatment of the
transaction, the Transferor will treat the Agreement for certain non-tax
accounting purposes as causing a transfer of an ownership interest in the
Receivables and not as creating a debt obligation.

A basic premise of federal income tax law is that the economic substance of a
transaction generally determines its tax consequences. The form and non-tax
characterization of a transaction, while relevant factors, are not conclusive
evidence of its economic substance. In appropriate circumstances, the courts
have allowed taxpayers as well as the Internal Revenue Service (the "IRS") to
treat a transaction in accordance with its economic substance as determined
under federal income tax law, even though the participants in the transaction
have characterized it differently for non-tax purposes.

The determination of whether the economic substance of a transfer of an
interest in property is instead a loan secured by the transferred property has
been made by the IRS and the courts on the basis of numerous factors

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designed to determine whether the transferor has relinquished (and the
transferee has obtained) substantial incidents of ownership in the property.
Among those factors, the primary ones examined are whether the transferee has
the opportunity to gain if the property increases in value, and has the risk of
loss if the property decreases in value. Based on its analysis of such factors,
Special Counsel is of the opinion that, under current law, although no
transaction closely comparable to that contemplated in this Prospectus has been
the subject of any Treasury regulation, revenue ruling or judicial decision,
for federal income tax purposes the Certificates offered hereby will not
constitute an ownership interest in the Receivables but will properly be
characterized as debt.

TREATMENT OF THE TRUST

General. The Agreement permits the issuance of Certificates and certain other
interests (including any Collateral Interest) in the Trust, each of which may
be treated for federal income tax purposes either as debt or as equity
interests in the Trust. If all of the Certificates and other interests (other
than the Transferor Certificate) in the Trust were characterized as debt, the
Trust might be characterized as a security arrangement for debt collateralized
by the Receivables and issued directly by the Transferor (or other holder of
the Transferor Certificate). Under such a view, the Trust would be disregarded
for federal income tax purposes. Alternatively, if some of the Transferor
Certificate, the Certificates and other interests in the Trust were
characterized as equity therein, the Trust might be characterized as a separate
entity owning the Receivables, issuing its own debt, and jointly owned by the
Transferor (or other holder of the Transferor Certificate) and any other
holders of equity interests in the Trust. However, Special Counsel is of the
opinion that, under current law, any such entity constituted by the Trust will
not be an association or publicly traded partnership taxable as a corporation.

Possible Treatment of the Trust as a Partnership or a Publicly Traded
Partnership. Although, as described above, Special Counsel is of the opinion
that the Certificates will properly be treated as debt for federal income tax
purposes and that the Trust will not be treated as an association or publicly
traded partnership taxable as a corporation, such opinion does not bind the IRS
and thus no assurance can be given that such treatment will prevail. If the IRS
were to contend successfully that some or all of the Transferor Certificate,
the Certificates or any other interest in the Trust, including any Collateral
Interest, were equity in the Trust for federal income tax purposes, all or a
portion of the Trust could be classified as a publicly traded partnership
taxable as a corporation for such purposes. Because Special Counsel is of the
opinion that the Certificates will be characterized as debt for federal income
tax purposes and because any holder of an interest in a Collateral Interest
will agree to treat that interest as debt for such purposes, no attempt will be
made to comply with any tax reporting requirements that would apply as a result
of such alternative characterizations.

If the Trust were treated in whole or in part as a partnership in which some
or all of the holders of interests in the publicly offered Certificates were
partners, that partnership would be classified as a publicly traded
partnership, and so could be taxable as a corporation. Further, regulations
published by the Treasury Department on December 4, 1995 (the "Regulations")
could cause the Trust to constitute a publicly traded partnership even if all
holders of interests in the publicly offered Certificates are treated as
holding debt. The Regulations generally apply to taxable years beginning after
December 31, 1995. If the Trust were classified as a publicly traded
partnership, whether by reason of the treatment of publicly offered
Certificates as equity or by reason of the Regulations, it would avoid taxation
as a corporation if its income was not derived in the conduct of a "financial
business"; however, whether the income of the Trust would be so classified is
unclear and Special Counsel is unable to opine as to whether the Trust would be
so classified.

Under the Code and the Regulations, a partnership will be classified as a
publicly traded partnership if equity interests therein 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 the Trust could be classified as a
publicly traded partnership by reason of interests in the Trust other than the
publicly offered Certificates. Although the Transferor expects such measures
will ultimately be successful, certain of the actions that may be necessary for
avoiding the treatment of such 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
the Trust from being classified as a publicly traded partnership under the
Regulations.

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If the Trust were treated as a partnership and nevertheless were not treated
as a publicly traded partnership, that partnership would not be subject to
federal income tax. Rather, each item of income, gain, loss and deduction of
the partnership generated through the ownership of the related Receivables
would be taken into account directly in computing taxable income of the
Transferor (or the holder of the Transferor Certificate) and any Certificate
Owners treated as partners in accordance with their respective partnership
interests therein. The amounts and timing of income reportable by any
Certificate Owners treated as partners would likely differ from that reportable
by such Certificate Owners had they been treated as owning debt. In addition,
if the Trust were treated in whole or in part as a partnership other than a
publicly traded partnership, income derived from the partnership by any
Certificate Owner that is a pension fund or other tax-exempt entity may be
treated as unrelated business taxable income. Partnership characterization also
may have adverse state and local income or franchise tax consequences for a
Certificate Owner. If the Trust were treated in whole or in part as a
partnership and the number of holders of interests in the publicly offered
Certificates and other interests in the Trust treated as partners equaled or
exceeded 100, the Transferor may cause the Trust to elect to be an "electing
large partnership." The consequence of such election to investors could
include the determination of certain tax items at the partnership level and the
disallowance of otherwise allowable deductions. No representation is made as to
whether such election will be made.

If the arrangement created by the Agreement were treated in whole or in part
as a publicly traded partnership taxable as a corporation, that entity would be
subject to federal income tax at corporate tax rates on its taxable income
generated by ownership of the related Receivables. That tax could result in
reduced distributions to Certificate Owners. No distributions from the Trust
would be deductible in computing the taxable income of the corporation, except
to the extent that any Certificates were treated as debt of the corporation and
distributions to the related Certificate Owners were treated as payments of
interest thereon. In addition, distributions to Certificate Owners not treated
as holding debt would be dividend income to the extent of the current and
accumulated earnings and profits of the corporation (and Certificate Owners may
not be entitled to any dividends received deduction in respect of such income).

Newly Enacted Legislation. The "Small Business Jobs Protection Act of 1996,"
H.R. 3448 (the "Bill"), contains provisions creating a new type of entity for
federal income tax purposes called a "financial asset securitization investment
trust" or "FASIT." Starting in September of 1997, the FASIT provisions of the
Bill generally enable certain arrangements similar to the Trust to elect to be
treated as a FASIT. Under the FASIT provisions of the Bill, a FASIT generally
would avoid federal income taxation and could issue securities substantially
similar to the Certificates, and those securities would be treated as debt for
federal income tax purposes. Upon satisfying certain conditions set forth in
the Agreement, the Transferor will be permitted to amend the Agreement and any
Series Supplement in order to enable all or a portion of the Trust to qualify
as a FASIT and to permit a FASIT election to be made with respect thereto, and
to make such modifications to the Agreement and any Supplement as may be
permitted by reason of the making of such an election. See "Description of the
Certificates--Amendments" in this Prospectus and the accompanying Prospectus
Supplement. However, if such an election is made, it may cause a holder to
recognize gain (but not loss) with respect to its Certificate, even though
Special Counsel is of the opinion that a Certificate will be treated as debt
for federal income tax purposes without regard to the election and the
Certificate would be treated as debt following the election. Additionally, any
such election and any related amendments to the Agreement and any Series
Supplement may have other tax and non-tax consequences to Certificateholders.
Accordingly, prospective Certificateholders should consult their tax advisors
with regard to the effects of any such election and any permitted related
amendments on them in their particular circumstances.

TAXATION OF INTEREST INCOME OF U.S. CERTIFICATE OWNERS

General. Assuming, in accordance with Special Counsel's opinion, that the
Certificates are debt obligations for federal income tax purposes, stated
interest on a beneficial interest in a Certificate will be includible in gross
income in accordance with a U.S. Certificate Owner's method of accounting.

Original Issue Discount. If the Certificates are issued with OID, the
provisions of sections 1271 through 1273 and 1275 of the Internal Revenue Code
of 1986 (the "Code") will apply to the Certificates. Under those provisions, a
U.S. Certificate Owner (including a cash basis holder) generally would be
required to accrue the OID on its interest in a Certificate in income for
federal income tax purposes on a constant yield basis, resulting in the
inclusion of OID in income somewhat in advance of the receipt of cash
attributable to that income. In general, a Certificate will be treated as
having OID to the extent that its "stated redemption price" exceeds its "issue
price," if such excess is more

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than 0.25 percent multiplied by the weighted average life of the Certificate
(determined by taking into account only the number of complete years following
issuance until payment is made for any partial principal payments). Under
section 1272(a)(6) of the Code, special provisions apply to debt instruments on
which payments may be accelerated due to prepayments of other obligations
securing those debt instruments. However, no regulations have been issued
interpreting those provisions, and the manner in which those provisions would
apply to the Certificates is unclear. Additionally, the IRS could take the
position based on Treasury Regulations that none of the interest payable on a
Certificate is "unconditionally payable" and hence that all of such interest
should be included in the Certificate's stated redemption price at maturity.
Accordingly, Special Counsel is unable to opine as to whether interest payable
on a Certificate constitutes "qualified stated interest" exempt from such
inclusion. If sustained, such treatment should not significantly affect tax
liabilities for most Certificate Owners, but prospective U.S. Certificate
Owners should consult their own tax advisors concerning the impact to them in
their particular circumstances. The Transferor intends to take the position
that interest on the Certificates constitutes "qualified stated interest" and
that the above consequences do not apply.

Market Discount. A U.S. Certificate Owner who purchases an interest in a
Certificate at a discount that exceeds any unamortized OID may be subject to
the "market discount" rules of sections 1276 through 1278 of the Code. These
rules provide, in part, that gain on the sale or other disposition of a
Certificate and partial principal payments on a Certificate are treated as
ordinary income to the extent of accrued market discount. The market discount
rules also provide for deferral of interest deductions with respect to debt
incurred to purchase or carry a Certificate that has market discount.

Market Premium. A U.S. Certificate Owner who purchases an interest in a
Certificate at a premium may elect to offset the premium against interest
income over the remaining term of the Certificate in accordance with the
provisions of section 171 of the Code.

SALE OR EXCHANGE OF CERTIFICATES

Upon a disposition of an interest in a Certificate, a U.S. Certificate Owner
generally will recognize gain or loss equal to the difference between the
amount realized on the disposition and the U.S. Certificate Owner's adjusted
basis in its interest in the Certificate. A taxable exchange of a Certificate
also could occur as a result of the Transferor's substitution of money or
investments for Receivables; see "Description of the Certificates--Defeasance."
The adjusted basis in the interest in the Certificate will equal its cost,
increased by any OID or market discount included in income with respect to the
interest in the Certificate prior to its disposition and reduced by any
principal payments previously received with respect to the interest in the
Certificate and any amortized premium. Subject to the market discount rules,
gain or loss will generally be capital gain or loss if the interest in the
Certificate was held as a capital asset. Capital losses generally may be used
by a corporate taxpayer only to offset capital gains and by an individual
taxpayer only to the extent of capital gains plus $3,000 of other income.

NON-U.S. CERTIFICATE OWNERS

In general, a non-U.S. Certificate Owner will not be subject to U.S. federal
income tax on interest (including OID) on a beneficial interest in a
Certificate unless (i) the non-U.S. Certificate Owner actually or
constructively owns 10 percent or more of the total combined voting power of
all classes of stock of the Transferor entitled to vote (or of a profits or
capital interest of the Trust characterized as a partnership), (ii) the
non-U.S. Certificate Owner is a controlled foreign corporation that is related
to the Transferor (or the Trust treated as a partnership) through stock
ownership, (iii) the non-U.S. Certificate Owner is a bank described in Code
Section 881(c)(3)(A), (iv) such interest is contingent interest described in
Code Section 871(h)(4), or (v) the non-U.S. Certificate Owner bears certain
relationships to any holder of either the Transferor Certificate other than the
Transferor or any other interest in the Trust not properly characterized as
debt. To qualify for the exemption from taxation, the last U.S. Person in the
chain of payment prior to payment to a non-U.S. Certificate Owner (the
"Withholding Agent") must have received (in the year in which a payment of
interest or principal occurs or in either of the two preceding years) a
statement that (i) is signed by the non-U.S. Certificate Owner under penalties
of perjury, (ii) certifies that the non-U.S. Certificate Owner is not a U.S.
Person and (iii) provides the name and address of the non-U.S. Certificate
Owner. The statement may be made on a Form W-8 or substantially similar
substitute form, and the non-U.S. Certificate Owner must inform the Withholding
Agent of any change in the information on the statement within 30 days of the
change. If a Certificate is held through a securities clearing organization or
certain other financial institutions, the

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organization or institution may provide a signed statement to the Withholding
Agent. However, in that case, the signed statement must be accompanied by a
Form W-8 or substitute form provided by the non-U.S. Certificate Owner to the
organization or institution holding the Certificate on behalf of the non-U.S.
Certificate Owner. The U.S. Treasury Department is considering implementation
of further certification requirements aimed at determining whether the issuer
of a debt obligation is related to holders thereof.

Generally, any gain or income realized by a non-U.S. Certificate Owner upon
retirement or disposition of an interest in a Certificate will not be subject
to U.S. federal income tax, provided that (i) in the case of a Certificate
Owner that is an individual, such Certificate Owner is not present in the
United States for 183 days or more during the taxable year in which such
retirement or disposition occurs and (ii) in the case of gain representing
accrued interest, the conditions described in the preceding paragraph for
exemption from withholding are satisfied. Certain exceptions may be applicable,
and an individual non-U.S. Certificate Owner should consult a tax adviser.

If the Certificates were treated as an interest in a partnership, the
recharacterization could cause a non-U.S. Certificate Owner to be treated as
engaged in a trade or business in the United States. In that event, the
non-U.S. Certificate Owner would be required to file a federal income tax
return and, in general, would be subject to U.S. federal income tax (including
the branch profits tax) on its net income from the partnership. Further,
certain withholding obligations apply with respect to income allocable or
distributions made to a foreign partner. That withholding may be at a rate as
high as 39.6 percent. If some or all of the Certificates were treated as stock
in a corporation, any related dividend distributions to a non-U.S. Certificate
Owner generally would be subject to withholding of tax at the rate of 30
percent, unless that rate were reduced by an applicable tax treaty.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Backup withholding of U.S. federal income tax at a rate of 31 percent may
apply to payments made in respect of a Certificate to a registered owner who is
not an "exempt recipient" and who fails to provide certain identifying
information (such as the registered owner's taxpayer identification number) in
the manner required. Generally, individuals are not exempt recipients whereas
corporations and certain other entities are exempt recipients. Payments made in
respect of a U.S. Certificate Owner must be reported to the IRS, unless the
U.S. Certificate Owner is an exempt recipient or otherwise establishes an
exemption. Compliance with the identification procedures (described in the
preceding section) would establish an exemption from backup withholding for a
non-U.S. Certificate Owner who is not an exempt recipient.

In addition, upon the sale of a Certificate to (or through) a "broker," the
broker must withhold 31 percent of the entire purchase price, unless either (i)
the broker determines that the seller is a corporation or other exempt
recipient or (ii) the seller provides certain identifying information in the
required manner, and in the case of a non-U.S. Certificate Owner certifies that
the seller is a non-U.S. Certificate Owner (and certain other conditions are
met). Such a sale must also be reported by the broker to the IRS, unless either
(i) the broker determines that the seller is an exempt recipient or (ii) the
seller certifies its non-U.S. status (and certain other conditions are met).
Certification of the registered owner's non-U.S. status normally would be made
on Form W-8 under penalties of perjury, although in certain cases it may be
possible to submit other documentary evidence. As defined by Treasury
regulations, the term "broker" includes all persons who stand ready to effect
sales made by others in the ordinary course of a trade or business, as well as
brokers and dealers registered as such under the laws of the United States or a
state. These requirements generally will apply to a U.S. office of a broker,
and the information reporting requirements generally will apply to a foreign
office of a U.S. broker as well as to a foreign office of a foreign broker (i)
that is a controlled foreign corporation within the meaning of section 957(a)
of the Code or (ii) 50 percent or more of whose gross income from all sources
for the three year period ending with the close of its taxable year preceding
the payment (or for such part of the period that the foreign broker has been in
existence) was effectively connected with the conduct of a trade or business
within the United States.

Any amounts withheld under the backup withholding rules from a payment to a
Certificate Owner would be allowed as a refund or a credit against such
Certificate Owner's U.S. federal income tax, provided that the required
information is furnished to the IRS.

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NEW WITHHOLDING REGULATIONS

The Treasury Department has issued new regulations (the "New Regulations")
which make certain modifications to the withholding, backup withholding and
information reporting rules described above. The New Regulations attempt to
unify certification requirements and modify reliance standards. The New
Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.

STATE AND LOCAL TAXATION

The discussion above does not address the taxation of the Trust or the tax
consequences of the purchase, ownership or disposition of an interest in the
Certificates under any state or local tax law. Each investor should consult its
own tax adviser regarding state and local tax consequences.

ERISA CONSIDERATIONS

Subject to the considerations described below and except to the extent
otherwise specified in the accompanying Prospectus Supplement, the Transferor
anticipates that the most senior Class of each Series of Certificates will be
eligible for purchase by Plan investors.

A violation of the prohibited transaction rules could occur if any Series of
Certificates were to be purchased with "plan assets" of any Plan and the
Transferor, the Trustee, any underwriters of such Series or any of their
affiliates were a Party in Interest with respect to such Plan, unless a
statutory, regulatory or administrative exemption is available or an exception
applies under a regulation (the "Plan Asset Regulation") issued by the
Department of Labor (the "DoL"). The Transferor, the Trustee, any underwriters
of a Series and their affiliates are likely to be Parties in Interest with
respect to many Plans. Before purchasing Certificates, a Plan fiduciary or
other Plan investor should consider whether a prohibited transaction might
arise by reason of the relationship between the Plan and the Transferor, the
Trustee, any underwriters of such Series or any of their affiliates and consult
their counsel regarding the purchase in light of the considerations described
below. The DoL has issued five class exemptions that may apply to otherwise
prohibited transactions arising from the purchase or holding of the
Certificates: DoL Prohibited Transaction Class Exemptions ("PTCEs") 84-14
(Class Exemption for Plan Asset Transactions Determined by Independent
Qualified Professional Asset Managers), 90-1 (Class Exemption for Certain
Transactions Involving Insurance Company Pooled Separate Accounts), 91-38
(Class Exemption for Certain Transactions Involving Bank Collective Investment
Funds), 95-60 (Class Exemption for Certain Transactions Involving Insurance
Company General Accounts), and 96-23 (Class Exemption for Plan Asset
Transactions Determined by In-House Asset Managers).

Under certain circumstances, the Plan Asset Regulation treats the assets of
an entity in which a Plan holds an equity interest as "plan assets" of such
Plan. Because the Certificates will represent beneficial interests in the
Trust, and despite the agreement of the Transferor and the Certificate Owners
to treat each Series of Certificates as debt instruments, the Certificates are
likely to be considered equity interests in the Trust for purposes of the Plan
Asset Regulation, with the result that the assets of the Trust are likely to be
treated as "plan assets" of the investing Plans for purposes of ERISA and
section 4975 of the Code, unless either of the following exceptions applies.

The first exception applies to a "publicly-offered security." A
publicly-offered security is a security that is (a) freely transferable, (b)
part of a class of securities that is owned, immediately subsequent to the
initial offering, by

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<PAGE> 114
100 or more investors who were independent of the issuer and of one another
("Independent Investors") and (c) either is (i) part of a class of securities
registered under section 12(b) or 12(g) of the Exchange Act, or (ii) sold to
the plan as part of an offering of securities to the public pursuant to an
effective registration statement under the Securities Act and the class of
securities of which such security is a part is registered under the Exchange
Act within 120 days (or such later time as may be allowed by the SEC) after the
end of the fiscal year of the issuer during which the offering of such
securities to the public occurred. For purposes of the 100 Independent Investor
criterion, except to the extent otherwise disclosed in the accompanying
Prospectus Supplement, each Class of Certificates should be deemed to be a
"class" of securities that would be tested separately from any other securities
that may be issued by the Trust. The accompanying Prospectus Supplement will
indicate whether it is anticipated that each Class of Certificates will meet
the foregoing criteria for treatment as "publicly-offered securities." No
restrictions will be imposed on the transfer of the Certificates. Except to the
extent otherwise disclosed in the accompanying Prospectus Supplement, the
Transferor expects that the most senior Class of each Series of Certificates
will be held by at least 100 Independent Investors at the conclusion of the
initial public offering although no assurance can be given, and no monitoring
or other measures will be taken to ensure, that such condition is met. Unless
otherwise disclosed in the accompanying Prospectus Supplement, the most senior
Class of each Series of Certificates will be sold as part of an offering
pursuant to an effective registration statement under the Act and then will be
timely registered under the Exchange Act.

The second exception applies if equity participation in the entity by
"benefit plan investors" (i.e., Plans and other employee benefit plans not
subject to ERISA, such as governmental or foreign plans, as well as entities
holding assets deemed to be "plan assets") is not "significant." Benefit plan
investors' equity participation in the Trust is not significant on any date on
which any Series of Certificates is issued and outstanding if, immediately
after the most recent acquisition of any equity interest in the Trust, less
than 25% of the value of each class of equity interests in the Trust (excluding
interests held by the Transferor, the Trustee or their affiliates) is held by
benefit plan investors. No assurance can be given by the Transferor as to
whether the value of each class of equity interests in the Trust held by
benefit plan investors will be "significant" upon completion of the offering of
any Series of Certificates or thereafter, and no monitoring or other measures
will be taken with respect to the satisfaction of the conditions to this
exception.

If neither of the foregoing exceptions under the Plan Asset Regulation were
satisfied with respect to the Trust and the Trust were considered to hold "plan
assets," transactions involving the Trust and Parties in Interest with respect
to a Plan that is a Certificate Owner might be prohibited under section 406 of
ERISA and/or section 4975 of the Code and result in excise tax and other
liabilities under ERISA and section 4975 of the Code unless an exemption were
available. The five DoL class exemptions mentioned above may not provide relief
for all transactions involving the assets of the Trust even if they would
otherwise apply to the purchase of a Certificate by a Plan.

The Certificates of any Series may not be purchased with the assets of a Plan
if the Transferor, the Servicer, the Trustee or any of their affiliates (a) has
investment or administrative discretion with respect to such Plan assets; (b)
has authority or responsibility to give, or regularly gives, investment advice
with respect to such 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 Plan assets, and (ii) will be based on the
particular investment needs of such Plan; or (c) unless PTCE 90-1, 91-38 or
95-60 is applicable, is an employer maintaining or contributing to such Plan.

In light of the foregoing, fiduciaries or other persons contemplating
purchasing the Certificates on behalf or with "plan assets" of any Plan should
consult their own counsel regarding whether the Trust assets represented by the
Certificates would be considered "plan assets," the consequences that would
apply if the Trust's assets were considered "plan assets," and the possibility
of exemptive relief from the prohibited transaction rules. In addition, based
on the reasoning of the United States Supreme Court's decision in John Hancock
Mut. Life. Ins. Co. v. Harris Trust and Sav. Bank, 510 U.S. 86 (1993), under
certain circumstances assets in the general account of an insurance company may
be deemed to be plan assets for certain purposes, and under such a reasoning a
purchase of Certificates with assets of an insurance company's general account
may subject the insurance company to the prohibited transaction and other
fiduciary responsibility rules of ERISA with respect to such assets. Insurance
company general account investors should also consider the effect of the
enactment of Section 401(c) of ERISA and any regulations issued under Section
401(c). Finally, Plan fiduciaries and other Plan investors should consider the
fiduciary standards under ERISA or other applicable law in the context of the
Plan's particular circumstances before

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<PAGE> 115
authorizing an investment of a portion of the Plan's assets in the
Certificates. Accordingly, among other factors, Plan fiduciaries and other Plan
investors should consider whether the investment (i) satisfies the
diversification requirement of ERISA or other applicable law, (ii) is in
accordance with the Plan's governing instruments, and (iii) is prudent in light
of the "Risk Factors" and other factors discussed in this Prospectus and in the
accompanying Prospectus Supplement.

PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in an underwriting agreement
(an "Underwriting Agreement") to be entered into with respect to each Series of
Certificates offered by this Prospectus, the Transferor will agree to sell or
cause the Trust to sell to each of the underwriters named therein and in the
accompanying Prospectus Supplement, and each of such underwriters will
severally agree to purchase from the Transferor or Trust, as applicable, the
principal amount of Certificates set forth therein and in the accompanying
Prospectus Supplement (subject to proportional adjustment on the terms and
conditions set forth in the related Underwriting Agreement in the event of an
increase or decrease in the aggregate amount of Certificates offered hereby and
by the accompanying Prospectus Supplement). NationsBanc Montgomery Securities
LLC, an affiliate of the Transferor, the Servicer and the Corporation, may
participate as an underwriter in the offering of the Certificates.

In each Underwriting Agreement, the several underwriters will agree, subject
to the terms and conditions set forth therein, to purchase all the Certificates
offered hereby and by the accompanying Prospectus Supplement if any of such
Certificates are purchased. In the event of a default by any underwriter, each
Underwriting Agreement will provide that, in certain circumstances, purchase
commitments of the nondefaulting underwriters may be increased or the
Underwriting Agreement may be terminated.

Each Prospectus Supplement will set forth the price at which each Series of
Certificates or Class being offered thereby initially will be offered to the
public and any concessions that may be offered to certain dealers participating
in the offering of such Certificates. After the initial public offering, the
public offering price and such concessions may be changed.

This Prospectus and the accompanying Prospectus Supplement may be used by
NationsBanc Montgomery Securities LLC, an affiliate of the Transferor and
Servicer, in connection with offers and sales related to market-making
transactions in the Certificates. NationsBanc Montgomery Securities LLC may
act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale or otherwise.

Each Underwriting Agreement will provide that the Transferor will indemnify
the related underwriters against liabilities relating to the adequacy of
disclosure to investors, including liabilities under the Securities Act of
1933, as amended.

The place and time of delivery for any Series of Certificates in respect of
which this Prospectus is delivered will be set forth in the accompanying
Prospectus Supplement.

Any underwriters, agents or dealers participating in the distribution of
Certificates may be deemed to be underwriters, and any discounts or commissions
received by them on the sale or resale of Certificates may be deemed to be
underwriting discounts and commissions, under the Securities Act. Certain
agents and underwriters may be entitled under agreements entered into with Bank
of America to indemnification by Bank of America against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that the agents or underwriters may be required to
make in respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for, Bank of America or its affiliates
in the ordinary course of business.

LEGAL MATTERS

Certain legal matters relating to the issuance of the Certificates will be
passed upon for the Transferor by Andrea B. Goldenberg, Senior Counsel for the
Corporation, and by Orrick, Herrington & Sutcliffe LLP, San Francisco,
California, special counsel to the Transferor. Certain legal matters relating
to the federal tax consequences of the

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<PAGE> 116
issuance of the Certificates will be passed upon for the Transferor by Orrick,
Herrington & Sutcliffe LLP, San Francisco, California, special tax counsel to
the Transferor. Certain legal matters relating to the issuance of the
Certificates will be passed upon for the underwriters by such counsel as
specified in the accompanying Prospectus Supplement.

REPORTS TO CERTIFICATEHOLDERS

The Servicer will prepare monthly and annual reports that will contain
information about the Trust. The financial information contained in the
reports will not be prepared in accordance with generally accepted accounting
principles. Unless and until Definitive Certificates are issued, the reports
will be sent to Cede & Co. which is the nominee of The Depository Trust Company
and the registered holder of the Certificates. No financial reports will be
sent to you. See "Description of the Certificates--Book-Entry Registration,"
"--Reports to Certificateholders" and "--Evidence as to Compliance" in this
Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We filed a registration statement relating to the Certificates with the SEC.
This Prospectus is part of the registration statement, but the registration
statement includes additional information.

The Servicer will file with the SEC all required annual, monthly and special
SEC reports and other information about the Trust.

You may read and copy any reports, statements or other information we file
at the SEC'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 SEC.
Please call the SEC at (800) SEC-0330 for further information on the operation
of the public reference rooms. Our SEC filings are also available to the public
on the SEC Internet site (http://www.sec.gov.).

The SEC allows us to "incorporate by reference" information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this Prospectus. Information that we file later with the SEC will
automatically update the information in this Prospectus. In all cases, you
should rely on the later information over different information included in
this Prospectus or the accompanying Prospectus Supplement. We incorporate by
reference any future annual, monthly and special SEC reports and proxy
materials filed by or on behalf of the Trust until we terminate our offering of
the Certificates.

As a recipient of this Prospectus, you may request a copy of any document we
incorporate by reference, except exhibits to the documents (unless the exhibits
are specifically incorporated by reference), at no cost, by writing or calling
us at: (602) 597-3278.

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INDEX OF TERMS FOR PROSPECTUS

<TABLE>
<CAPTION>
Term Page
- - - - ---- ----
<S> <C>
Accounts . . . . . . . . . . . . . . . . . . . 17
Accumulation Period . . . . . . . . . . . . . . 17
Additional Accounts . . . . . . . . . . . . . . 17
Additional Transferor . . . . . . . . . . . . . 24
Aggregate Addition Limit . . . . . . . . . . . 29
Aggregate Investor Default Amount . . . . . . . 37
Agreement . . . . . . . . . . . . . . . . . . . 14
Amortization Period . . . . . . . . . . . . . . 18
Assignment . . . . . . . . . . . . . . . . . . 30
Automatic Additional Accounts . . . . . . . . . 29
BAC . . . . . . . . . . . . . . . . . . . . . . 18
Bank of America . . . . . . . . . . . . . . . . 14
Bank of America NT&SA . . . . . . . . . . . . . 14
Bank Portfolio . . . . . . . . . . . . . . . . 17
Bill . . . . . . . . . . . . . . . . . . . . . 53
Cash Collateral Account . . . . . . . . . . . . 46
Cash Collateral Guaranty . . . . . . . . . . . 46
Cede . . . . . . . . . . . . . . . . . . . . . 20
Cedelbank . . . . . . . . . . . . . . . . . . . 20
Cedelbank Customers . . . . . . . . . . . . . 22
Certificate Owner . . . . . . . . . . . . . . . 20
Certificate Rate . . . . . . . . . . . . . . . 19
Certificateholder . . . . . . . . . . . . . . . 22
Certificateholders . . . . . . . . . . . . . . 17
Certificates . . . . . . . . . . . . . . . . . 14
Class . . . . . . . . . . . . . . . . . . . . . 17
Closing Date . . . . . . . . . . . . . . . . . 19
Code . . . . . . . . . . . . . . . . . . . . . 53
Collateral Interest . . . . . . . . . . . . . . 46
Collection Account . . . . . . . . . . . . . . 32
Controlled Accumulation Period . . . . . . . . 17
Controlled Amortization Period . . . . . . . . 17
Cooperative . . . . . . . . . . . . . . . . . . 22
Corporation . . . . . . . . . . . . . . . . . . 18
Credit Enhancement . . . . . . . . . . . . . . 45
Credit Enhancement Percentage . . . . . . . . . 33
Credit Enhancement Provider . . . . . . . . . . 42
Cut-Off Date . . . . . . . . . . . . . . . . . 17
Defaulted Accounts . . . . . . . . . . . . . . 33
Definitive Certificates . . . . . . . . . . . . 20
Depositaries . . . . . . . . . . . . . . . . . 20
Depository . . . . . . . . . . . . . . . . . . 20
Designated Additional Accounts . . . . . . . . 29
Determination Date . . . . . . . . . . . . . . 37
Disclosure Document . . . . . . . . . . . . . . 26
Discount Percentage . . . . . . . . . . . . . . 31
Distribution Account . . . . . . . . . . . . . 32
Distribution Date . . . . . . . . . . . . . . . 17
DoL . . . . . . . . . . . . . . . . . . . . . . 56
DTC . . . . . . . . . . . . . . . . . . . . . . 20
Eligible Account . . . . . . . . . . . . . . . 28
Eligible Receivable . . . . . . . . . . . . . . 28
Enhancement . . . . . . . . . . . . . . . . . . 14
Enhancement Invested Amount . . . . . . . . . . 45
ERISA . . . . . . . . . . . . . . . . . . . . . 56
Euroclear . . . . . . . . . . . . . . . . . . . 22
Euroclear Operator . . . . . . . . . . . . . . 22
Euroclear Participants . . . . . . . . . . . . 22
Exchange Act . . . . . . . . . . . . . . . . . 21
FASIT . . . . . . . . . . . . . . . . . . . . . 53
FDIA . . . . . . . . . . . . . . . . . . . . . 11
FDIC . . . . . . . . . . . . . . . . . . . . . 10
Finance Charge Account . . . . . . . . . . . . 31
Finance Charge Receivables . . . . . . . . . . 17
FIRREA . . . . . . . . . . . . . . . . . . . . 11
Fitch . . . . . . . . . . . . . . . . . . . . . 32
Full Investor Interest . . . . . . . . . . . . 31
Funding Period . . . . . . . . . . . . . . . . 32
GAAP . . . . . . . . . . . . . . . . . . . . . 44
Group . . . . . . . . . . . . . . . . . . . . . 35
Holders . . . . . . . . . . . . . . . . . . . . 23
Identified Pool . . . . . . . . . . . . . . . . 17
Independent Investors . . . . . . . . . . . . . 57
Indirect Participants . . . . . . . . . . . . . 21
Ineligible Receivable . . . . . . . . . . . . . 27
Insolvency Event . . . . . . . . . . . . . . . 38
Interchange . . . . . . . . . . . . . . . . . . 16
Interest Funding Account . . . . . . . . . . . 25
Interest Period . . . . . . . . . . . . . . . . 42
Investor Interest . . . . . . . . . . . . . . . 19
Investor Percentage . . . . . . . . . . . . . . 19
IRS . . . . . . . . . . . . . . . . . . . . . . 51
L/C Bank . . . . . . . . . . . . . . . . . . . 46
LIBOR . . . . . . . . . . . . . . . . . . . . . 47
Merger . . . . . . . . . . . . . . . . . . . . 18
Merger Agreement . . . . . . . . . . . . . . . 18
Minimum Transferor Interest . . . . . . . . . . 27
Monthly Period . . . . . . . . . . . . . . . . 25
Moody's . . . . . . . . . . . . . . . . . . . . 32
NationsBank . . . . . . . . . . . . . . . . . . 18
NationsBank (DE) . . . . . . . . . . . . . . . 18
New Issuance . . . . . . . . . . . . . . . . . 20
New Regulations . . . . . . . . . . . . . . . . 56
non-U.S. Certificate Owner . . . . . . . . . . 51
OID . . . . . . . . . . . . . . . . . . . . . . 51
OID regulations . . . . . . . . . . . . . . . . 51
Paired Series . . . . . . . . . . . . . . . . . 37
Participants . . . . . . . . . . . . . . . . . 21
Participation Agreement . . . . . . . . . . . . 30
Participations . . . . . . . . . . . . . . . . 30

</TABLE>

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<TABLE>
<CAPTION>
Term Page
- - - - ---- ----
<S> <C>
Parties in Interest . . . . . . . . . . . . . . 56
Pay Out Event . . . . . . . . . . . . . . . . . 38
Paying Agent . . . . . . . . . . . . . . . . . 42
Permitted Investments . . . . . . . . . . . . . 32
Plan Asset Regulation . . . . . . . . . . . . . 56
Plans . . . . . . . . . . . . . . . . . . . . . 56
Portfolio Yield . . . . . . . . . . . . . . . . 31
Pre-Funding Account . . . . . . . . . . . . . . 32
Pre-Funding Amount . . . . . . . . . . . . . . 32
Principal Account . . . . . . . . . . . . . . . 31
Principal Amortization Period . . . . . . . . . 17
Principal Funding Account . . . . . . . . . . . 25
Principal Receivables . . . . . . . . . . . . . 15
Principal Terms . . . . . . . . . . . . . . . . 26
Prospectus Supplement . . . . . . . . . . . . . 16
PTCEs . . . . . . . . . . . . . . . . . . . . . 56
Qualified Institution . . . . . . . . . . . . . 32
Rapid Accumulation Period . . . . . . . . . . . 17
Rapid Amortization Period . . . . . . . . . . . 7
Rating Agency . . . . . . . . . . . . . . . . . 24
Receivables . . . . . . . . . . . . . . . . . . 14
Record Date . . . . . . . . . . . . . . . . . . 19
Regulations . . . . . . . . . . . . . . . . . . 52
Reincorporation Merger . . . . . . . . . . . . 18
Removed Accounts . . . . . . . . . . . . . . . 17
Reorganization . . . . . . . . . . . . . . . . 18
Reserve Account . . . . . . . . . . . . . . . . 47
Revolving Period . . . . . . . . . . . . . . . 20
Risk Factors . . . . . . . . . . . . . . . . . 58
Scheduled Payment Date . . . . . . . . . . . . 17
SEC . . . . . . . . . . . . . . . . . . . . . . 30
Securities Act . . . . . . . . . . . . . . . . 26
Senior Certificates . . . . . . . . . . . . . . 19
Series . . . . . . . . . . . . . . . . . . . . 14
Series Supplement . . . . . . . . . . . . . . . 19
Series Termination Date . . . . . . . . . . . . 38
Service Transfer . . . . . . . . . . . . . . . 41
Servicer . . . . . . . . . . . . . . . . . . . 14
Servicer Default . . . . . . . . . . . . . . . 41
Servicing Fee . . . . . . . . . . . . . . . . . 16
Shared Excess Finance Charge Collections Group 35
Shared Excess Principal Collections Group . . . 35
Special Counsel . . . . . . . . . . . . . . . . 51
Spread Account . . . . . . . . . . . . . . . . 47
Standard & Poor's . . . . . . . . . . . . . . . 32
Subordinated Certificates . . . . . . . . . . . 19
Supplemental Certificate . . . . . . . . . . . 24
Swaps . . . . . . . . . . . . . . . . . . . . . 47
Tax Opinion . . . . . . . . . . . . . . . . . . 27
Terms and Conditions . . . . . . . . . . . . . 23
Transfer Date . . . . . . . . . . . . . . . . . 34
Transferor . . . . . . . . . . . . . . . . . . 14
Transferor Certificate . . . . . . . . . . . . 19
Transferor Interest . . . . . . . . . . . . . . 20
Transferor Percentage . . . . . . . . . . . . . 19
Trust . . . . . . . . . . . . . . . . . . . . . 14
Trust Portfolio . . . . . . . . . . . . . . . . 17
Trust Termination Date . . . . . . . . . . . . 38
Trustee . . . . . . . . . . . . . . . . . . . . 14
TSYS . . . . . . . . . . . . . . . . . . . . . 15
U.S. Certificate Owner . . . . . . . . . . . . 51
U.S. Person . . . . . . . . . . . . . . . . . . 3
UCC . . . . . . . . . . . . . . . . . . . . . . 48
Unallocated Principal Collections . . . . . . . 34
Underwriting Agreement . . . . . . . . . . . . 58
Withholding Agent . . . . . . . . . . . . . . . 54
</TABLE>

61
<PAGE> 119

ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the globally offered BA Master
Credit Card Trust Asset Backed Certificates (the "Global Securities") to be
issued in Series from time to time (each, a "Series") will be available only in
book-entry form. Investors in the Global Securities may hold such Global
Securities through any of The Depository Trust Company ("DTC"), Cedelbank or
Euroclear. The Global Securities will be tradeable 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
Cedelbank 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.

Secondary cross-market trading between Cedelbank or Euroclear and DTC
Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositaries of Cedelbank
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, Cedelbank and Euroclear
will hold positions on behalf of their participants through their respective
Depositaries, which in turn will hold such positions in accounts as DTC
Participants.

Investors electing to hold their Global Securities through DTC (other than
through accounts at Cedelbank or Euroclear) will follow the settlement
practices applicable to U.S. corporate debt obligations. 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 Cedelbank or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds in registered form. Global Securities will be credited
to the securities custody accounts on the business day following the settlement
date against payment for value on the settlement date.

SECONDARY MARKET TRADING

Because the purchaser determines the place of delivery, it is important to
establish at the time of the trading of any Global Securities 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 (other than Citibank, N.A. ("Citibank") and Morgan Guaranty Trust
Company of New York ("Morgan") as depositories for Cedelbank and Euroclear
respectively) will be settled using the procedures applicable to U.S. corporate
debt obligations in same-day funds.

A-1
<PAGE> 120

Trading between Cedelbank Customers and/or Euroclear Participants. Secondary
market trading between Cedelbank Customers and/or Euroclear Participants will
be settled using the procedures applicable to conventional eurobonds in
same-day funds.

Trading between DTC seller and Cedelbank or Euroclear purchaser. When Global
Securities are to be transferred from the account of a DTC Participant (other
than Citibank and Morgan as depositories for Cedelbank and Euroclear,
respectively) to the account of a Cedelbank Customer or a Euroclear
Participant, the purchaser must send instructions to Cedelbank before
settlement date 12:30. Cedelbank or Euroclear, as the case may be, will
instruct Citibank or Morgan respectively, to receive the Global Securities
against payment. Payment will then be made by Citibank or Morgan, as the case
may be, 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 Cedelbank Customer's or Euroclear
Participant's account. Credit for the Global Securities will appear the next
day (European time) and 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 Cedelbank or
Euroclear cash debit will be valued instead as of the actual settlement date.

Cedelbank Customers 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 Cedelbank or Euroclear. Under this
approach, they may take on credit exposure to Cedelbank or Euroclear until the
Global Securities are credited to their accounts one day later.

As an alternative, if Cedelbank or Euroclear has extended a line of credit
to them, Cedelbank Customers 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, Cedelbank Customers 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 such overdraft charges, although this result will depend on each
Cedelbank Customer'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
Citibank or Morgan for the benefit of Cedelbank Customers 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 from a trade between two DTC Participants.

Trading between Cedelbank or Euroclear seller and DTC purchaser. Due to time
zone differences in their favor, Cedelbank Customers and Euroclear Participants
may employ their customary procedures for transactions in which Global
Securities are to be transferred by the respective clearing system, through
Citibank or Morgan, to another DTC Participant. The seller must send
instructions to Cedelbank before settlement date 12:30. In these cases,
Cedelbank or Euroclear will instruct Citibank or Morgan, as appropriate, to
credit the Global Securities to the DTC Participant's account against payment.
The payment will then be reflected in the account of the Cedelbank Customer or
Euroclear Participant the following business day, and receipt of the cash
proceeds in the Cedelbank Customer'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). If the Cedelbank Customer or Euroclear Participant has a
line of credit with its respective clearing system and elects to draw on such
line of credit in anticipation of receipt of the sale proceeds in its account,
the back-valuation may substantially reduce or offset 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
Cedelbank Customer's or Euroclear Participant's account would instead be valued
as of the actual settlement date.

A-2
<PAGE> 121

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

A beneficial owner of Global Securities holding securities through Cedelbank
or Euroclear (or through DTC if the holder has an address outside the U.S.)
will be subject to the 30% U.S. withholding tax that generally applies to
payments of interest (including original issue discount) on registered debt
issued by U.S. Persons, unless, under currently applicable law, (i) each
clearing system, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business in the chain of
intermediaries between such beneficial owner and the U.S. entity required to
withhold tax complies with applicable certification requirements and (ii) such
beneficial owner takes one of the following steps to obtain an exemption or
reduced tax rate:

Exemption for non-U.S. Persons (Form W-8). Beneficial owners of Certificates
that are non-U.S. Persons generally can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.

Exemption for non-U.S. Persons with effectively connected income (Form 4224).
A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch,
for which the interest income is effectively connected with its conduct of a
trade or business in the United States, can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States).

Exemption or reduced rate for non-U.S. Persons resident in treaty countries
(Form 1001). Non-U.S. Persons that are Certificate Owners residing in a country
that has a tax treaty with the United States can obtain an exemption or reduced
tax rate (depending on the treaty terms) by filing Form 1001 (Ownership,
Exemption or Reduced Rate Certificate). If the treaty provides only for a
reduced rate, withholding tax will be imposed at that rate unless the filer
alternatively files Form W-8. Form 1001 may be filed by the Certificate Owner
or his agent.

Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds
(the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Form W-8 and Form 1001 are effective for three calendar
years and Form 4224 is effective for one calendar year.

The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States or any political subdivision thereof or (iii) an estate or trust
the income of which is includible in gross income for United States tax
purposes, regardless of its source. This summary does not deal with all aspects
of U.S. Federal income tax withholding that may be relevant to foreign holders
of the Global Securities. Investors are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of the
Global Securities.

Further, the IRS has recently proposed new regulations that would revise some
aspects of the current system for withholding on amounts paid to foreign
persons. Under these proposed regulations, interest or OID paid to a
nonresident alien would continue to be exempt from U.S. withholding taxes
(including backup withholding) provided that the holder complies with the new
certification procedures.

A-3
<PAGE> 122
BA MASTER CREDIT CARD TRUST
Issuer

BANK OF AMERICA NATIONAL ASSOCIATION
Transferor and Servicer

SERIES 199_-__

$__________ FLOATING-RATE ASSET BACKED CERTIFICATES

PROSPECTUS SUPPLEMENT

UNDERWRITER[S] OF THE CLASS A CERTIFICATES

UNDERWRITER[S] OF THE CLASS B CERTIFICATES

WE ARE NOT OFFERING THE CERTIFICATES IN ANY STATE WHERE THE
OFFER IS NOT PERMITTED.

This document is printed entirely on recycled paper.

<PAGE> 123

PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the securities being offered
hereunder other than underwriting discounts and commissions.

<TABLE>
<S> <C>
Registration Fee............................................................. $ 1,390,017*
Printing and Engraving....................................................... 175,000
Trustee's Fees............................................................... 100,000
Legal Fees and Expenses...................................................... 570,000
Blue Sky Fees and Expenses................................................... 75,000
Accountants' Fees and Expenses............................................... 250,000
Rating Agency Fees........................................................... 875,000
Miscellaneous Fees........................................................... 50,000
--------------
Total $ 3,485,017
==============
</TABLE>

---------------
* Actual

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Subsection (a) of Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a corporation to 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, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Subsection (b) of
Section 145 of the DGCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of
the capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in accordance with
the above standards, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which the 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
indemnification for such expenses which the Court of Chancery or such other
court shall deem proper.

Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith; and that indemnification provided by, or granted pursuant to,
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled. Section 145 further empowers the
corporation to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liabilities under Section 145 of the DGCL.

The foregoing is only a general summary of certain aspects of Delaware
law dealing with indemnification of directors and officers and does not purport
to be complete. It is qualified in its entirety by reference to the relevant
statutes, which contain detailed specific provisions regarding the
circumstances under which and, the person for whose benefit indemnification
shall or may be made.

II-1

<PAGE> 124

The Agreement and Plan of Reorganization (the "Merger Agreement")
pursuant to which BankAmerica Corporation's ("BankAmerica") predecessor
corporations, old BankAmerica Corporation and NationsBank Corporation (the
"Predecessor Companies") merged (the "Merger") on September 30, 1998 (the
"Effective Time") provided that BankAmerica will, for six years after the
Effective Time, indemnify directors, officers and employees of the Predecessor
Companies or any of their respective subsidiaries (including Bank of America
National Association (the "Bank")) against certain liabilities in connection
with such persons' status as such or in connection with the Merger Agreement,
certain stock option agreements or any of the transactions contemplated
thereby. Pursuant to the Merger Agreement, BankAmerica will also, for six
years after the Effective Time and with respect to events occurring prior to
the Effective Time, honor all rights to indemnification and limitations of
liability existing in favor of the foregoing persons as provided in the
governing documents of the Predecessor Companies or their respective
subsidiaries. The Bylaws of old BankAmerica Corporation and of the Bank
immediately prior to the Effective Time provided for indemnification of
directors and officers to the fullest extent permitted by the DGCL as a
contract right.

The Articles of Association of the Bank provide that a director shall
not be personally liable to the Bank or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Bank or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for willful or negligent violation of
Sections 56 or 60 of Title 12 of the United States Code, or (iv) for any
transaction from which the director derives any improper personal benefit.

The current Bylaws of BankAmerica, a Delaware corporation and the
parent of the Bank, provide that, in addition to the indemnification otherwise
provided by law and subject to any other requirements under applicable law,
BankAmerica shall, under certain circumstances, indemnify the current or former
directors and officers of the Bank against all liability and expenses,
including reasonable attorneys' fees, in any proceeding including without
limitation a proceeding brought by or on behalf of BankAmerica or the Bank
itself arising out of their status as directors or officers, except for
liability or litigation expense incurred on account of activities that were at
the time known or believed by such director or officer to be in conflict with
the best interest of the Bank.

There is directors' and officers' liability insurance presently
outstanding which insures directors and officers of the Bank. The policies
cover losses which the directors or officers must pay as the result of claims
brought against them based upon the commission of wrongful acts in the
performance of their duties and for which they are not indemnified by the
Corporation or the Bank. The losses covered by the policies are subject to
certain exclusions and do not include fines or penalties imposed by law or
other matters uninsurable under the law.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Exhibit Description
- - - - ------- -----------
Number
- - - - ------

(a) Exhibits
<S> <C>
1.1 - Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the
registrant's Registration Statement on Form S-3, No. 333-4152)**
4.1 - Pooling and Servicing Agreement dated as of July 19, 1996 (incorporated by reference
to Exhibit 4.1 to the registrant's Form 8-K filed with the Securities and Exchange
Commission on September 11, 1996)**
4.2 - Form of Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.1 to
the registrant's Registration Statement on Form S-3, No. 333-4152)**
4.3 - First Amendment to the BA Master Credit Card Trust Pooling and Servicing Agreement
and Amendment to the Series Supplements dated as of December 18, 1998 (incorporated
by reference to Exhibit 4.1 to the registrant's Form 8-K filed with the Securities
and Exchange Commission on January 15, 1999)**
4.4 - Form of Series Supplement (including form of Certificates) (incorporated by reference
to Exhibit 4.2 to the registrant's Registration Statement on Form S-3, No.
333-4152)**
5.1 - Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality
8.1 - Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters
23.1 - Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinions filed as
Exhibits 5.1 and 8.1)
24.1 - Powers of Attorney
</TABLE>

(b) Financial Statements

All financial statements, schedules and historical financial
information have been omitted as they are not applicable.

- - - - -------------------
** Previously filed.

II-2

<PAGE> 125

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement; (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change in such
information in the registration statement; provided, however, that (a)(i) and
(a)(ii) will not apply if the information required to be included in a
post-effective amendment thereby is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.

(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.

(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(d) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.

(e) To provide to the underwriters at the closing
specified in the underwriting agreements certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

(f) That insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the provisions
described under Item 15 above, 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.

(g) 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 of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.

(h) 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.

II-3

<PAGE> 126

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHARLOTTE,
STATE OF NORTH CAROLINA, ON FEBRUARY 10, 1999.

BANK OF AMERICA NATIONAL ASSOCIATION
as originator of the Trust and Registrant

By: /s/ Margaret A. Sprude
-----------------------------------------------
Name: Margaret A. Sprude
Title: Chief Financial Officer and Chief
Accounting Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 HAS
BEEN SIGNED ON FEBRUARY 10, 1999 BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Chairman of the Board and Chief Executive Officer
*/s/ Eileen Friars
- - - - -----------------------------------------------------
EILEEN FRIARS

Chief Financial Officer, Chief Accounting Officer and
/s/ Margaret A. Sprude Director
- - - - -----------------------------------------------------
MARGARET A. SPRUDE

Director
*/s/ Richard G. Campbell
- - - - -----------------------------------------------------
RICHARD G. CAMPBELL

Director
*/s/ Jody Ceithaml
- - - - -----------------------------------------------------
JODY CEITHAML

Director
*/s/ Gilbert W. Jones
- - - - -----------------------------------------------------
GILBERT W. JONES

Director
*/s/ Jane Deworskin-Snyder
- - - - -----------------------------------------------------
JANE DEWORSKIN-SNYDER

Director
*/s/ Belva Wallace
- - - - -----------------------------------------------------
BELVA WALLACE

*By: /s/ Andrea Goldenberg
------------------------------
Andrea Goldenberg
Attorney-in-Fact
</TABLE>

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

* NOTE: Powers of Attorney appointing Andrea Goldenberg, Michael
Holmquist and Robert Long, or any of them acting singly, to execute the
Registration Statement and any amendments thereto on behalf of the above-named
individuals, are filed as Exhibit 24.1 to this Registration Statement.

II-4

<PAGE> 127

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description
- - - - ------ -----------
<S> <C>
1.1 -- Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the
registrant's Registration Statement on Form S-3, No. 333-4152)**

4.1 -- Pooling and Servicing Agreement dated as of July 19, 1996 (incorporated by reference to
Exhibit 4.1 to the registrant's Form 8-K filed with the Securities and Exchange
Commission on September 11, 1996)**

4.2 -- Form of Pooling and Servicing Agreement (incorporated by reference to Exhibit 4.1 to
the registrant's Registration Statement on Form S-3, No. 333-4152)**

4.3 -- First Amendment to the BA Master Credit Card Trust Pooling and Servicing Agreement and
Amendment to the Series Supplements dated as of December 18, 1998 (incorporated by
reference to Exhibit 4.1 to the registrant's Form 8-K filed with the Securities and
Exchange Commission on January 15, 1999)**

4.4 -- Form of Series Supplement (including form of Certificates) (incorporated by reference
to Exhibit 4.2 to the registrant's Registration Statement on Form S-3, No. 333-4152)**

5.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality

8.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters

23.1 -- Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinions filed as
Exhibits 5.1 and 8.1)

24.1 -- Powers of Attorney
</TABLE>

- - - - ------------------
**Previously filed.

II-5

<PAGE> 1

EXHIBIT 5.1
[Letterhead of Orrick, Herrington & Sutcliffe LLP]

February 19, 1999

Bank of America National Association
201 North Tryon Street
Charlotte, North Carolina 28255

RE: BA MASTER CREDIT CARD TRUST
REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

We have acted as counsel for Bank of America National Association
(the "Transferor"), in connection with the Registration Statement on Form S-3
(the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of series (each, a "Series") of Asset Backed
Certificates (collectively, the "Certificates"), each such Series representing
an undivided interest in the BA Master Credit Card Trust (the "Trust"). Each
Series of Certificates will be issued pursuant to the Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement"), between the Transferor and
U.S. Bank National Association (formerly named First Bank National Association)
(the "Trustee").

We have examined such instruments, documents and
records as we deemed relevant and necessary as a basis of our opinion
hereinafter expressed. In such examination, we have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and
certificates we have reviewed.

Based on such examination, we are of the opinion that
when the issuance of each Series of the Certificates has been duly authorized
by appropriate corporate action and the Certificates of such Series have been
duly executed, authenticated and delivered in accordance with the Pooling and
Servicing Agreement, and sold in the manner described in the Registration
Statement, any amendment thereto and the prospectus and prospectus supplement
relating thereto, the Certificates will be legally issued, fully paid,
non-assessable and binding obligations of the Trust created by the related
Pooling and Servicing Agreement, and the holders of the Certificates of such
Series will be entitled to the benefits of such Pooling and Servicing
Agreement, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium, or other laws relating to or

<PAGE> 2
Bank of America National Association
February 19, 1999
Page 2

affecting the rights of creditors generally and general principles of equity,
including without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, and the possible unavailability of specific performance
or injunctive relief, regardless of whether such enforceability is considered
in a proceeding in equity or at law.

We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name wherever
appearing in the Registration Statement and the prospectus contained therein.
In giving such consent, we do not admit that we are "experts," within the
meaning of the term as used in the Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

<PAGE> 1
EXHIBIT 8.1

[Letterhead of Orrick, Herrington & Sutcliffe LLP]

February 19, 1999

Bank of America National Association
201 North Tryon Street
Charlotte, North Carolina 28255

RE: BA MASTER CREDIT CARD TRUST
ASSET BACKED CERTIFICATES
BANK OF AMERICA NATIONAL ASSOCIATION (TRANSFEROR)
REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

We have acted as counsel for Bank of America National Association, a
national banking association (the "Transferor"), in connection with the
preparation of the Registration Statement on Form S-3 (the "Registration
Statement"), which has been filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the registration
under the Act of series (each, a "Series") of Asset Backed Certificates
(collectively, the "Certificates"), each such Series representing an undivided
interest in the BA Master Credit Card Trust (the "Trust"). Each Series of
Certificates will be issued pursuant to a pooling and servicing agreement (the
"Pooling and Servicing Agreement"), between the Transferor and a trustee to be
named. The Pooling and Servicing Agreement relating to the Trust
formed by the Transferor and the form of Series Supplement relating to
Series of Certificates to be issued by such Trust have been filed as Exhibits
4.2 and 4.4 to the Registration Statement.

We hereby confirm that the statements set forth in the prospectus (the
"Prospectus") forming a part of the Registration Statement under the heading
"Federal Income Tax Consequences" and the statements set forth in the form of
prospectus supplement, relating to the Certificates (the "Prospectus
Supplement") forming a part of the Registration Statement under the heading
"Summary of Terms - Tax Status," which statements have been prepared by us,
constitute our opinion as to the material federal income tax consequences
relating to the Certificates and are correct in all material respects.
<PAGE> 2
Bank of America National Association
February 19, 1999
Page 2

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick, Herrington
& Sutcliffe LLP under the captions "Legal Matters" and "Federal Income Tax
Consequences" in the Prospectus. In giving such consent, we do not admit that
we are "experts," within the meaning of the term used in the Act or the rules
and regulations of the Securities and Exchange Commission issued thereunder,
with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY

I hereby appoint ANDREA GOLDENBERG, MICHAEL HOLMQUIST, and
ROBERT LONG, and each of them, my attorneys-in-fact, each with full power of
substitution, to sign for me as the Chairman of the Board and Chief Executive
Officer of America National Association and file with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, a
registration statement covering the public offering, on a delayed or continuous
basis, of one or more series of pass-through certificates and/or participation
certificates or other securities representing interests in, or backed or
secured by, a separate pool of credit card receivables, loans or other assets,
and any amendment and supplemental prospectus to such registration statement.

This power of attorney, unless earlier revoked or terminated,
will terminate on February 28, 1999.

Dated: February 9, 1999

/s/ Eileen Friars
---------------------------------
Eileen Friars

[Chief Executive Officer - Securitization Registrations]

<PAGE> 2
POWER OF ATTORNEY

I hereby appoint ANDREA GOLDENBERG, MICHAEL HOLMQUIST, and ROBERT
LONG, and each of them, my attorneys-in-fact, each with full power of
substitution, to sign for me as a Director of Bank of America National
Association and file with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, a registration statement covering the
public offering, on a delayed or continuous basis, of one or more series of
pass-through certificates and/or participation certificates or other securities
representing interests in, or backed or secured by, a separate pool of credit
card receivables, loans or other assets, and any amendment and supplemental
prospectus to such registration statement.