0000924992-05-000035 Sample Contracts

AMENDMENT NUMBER 2 TO THE AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • December 8th, 2005 • Fleet Credit Card Master Trust Ii • Asset-backed securities • New York

THIS AMENDMENT NUMBER 2 TO THE AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of November 9, 2005, (this "Amendment") is between BANK OF AMERICA, NATIONAL ASSOCIATION (USA) (as successor by merger to Fleet Bank (RI), National Association) ("BANA (USA)"), a national banking association, as Servicer (in such capacity, the "Servicer"); FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust, as Transferor (in such capacity, the "Transferor"); and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (in such capacity, the "Trustee") under the Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 1993, and as amended and restated as of January 1, 2002, and as amended by Amendment No. 1 thereto, dated as of April 1, 2002 (the "Pooling and Servicing Agreement"), between the Servicer, the Transferor and the Trustee.

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