SECOND AMENDMENT TO THE NATIONAL CITY CREDIT CARD MASTER TRUST POOLING AND SERVICING AGREEMENT

Exhibit 4.1

SECOND AMENDMENT
TO
THE NATIONAL CITY CREDIT CARD MASTER TRUST
POOLING AND SERVICING AGREEMENT

          THIS SECOND AMENDMENT TO THE NATIONAL CITY CREDIT CARD MASTER TRUST POOLING AND SERVICING AGREEMENT, dated as of August 3, 2005 (this “ Amendment ”), is by and between NATIONAL CITY BANK, a national banking association, as Seller and Servicer, and THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation (“ BNY DE ”), as Trustee.

          WHEREAS, the Seller and Servicer and The Bank of New York, a New York banking corporation, as trustee (in such capacity, the “ Prior Trustee ”) of the National City Credit Card Master Trust (the “ Trust ”), have executed that certain Pooling and Servicing Agreement, dated as of June 1, 1995, as amended and restated as of July 1, 2000 (as amended and supplemented through the date hereof and as the same may be further amended, supplemented or otherwise modified and in effect from time to time, the “ Pooling and Servicing Agreement ”);

          WHEREAS, the Seller and Servicer and the Prior Trustee have executed certain supplements to the Pooling and Servicing Agreement that are outstanding on the date hereof as described on Schedule 1 attached hereto (collectively, the “ Series Supplements ”);

          WHEREAS, the Seller and Servicer and the Prior Trustee have executed certain Assignments of Receivables in Additional Accounts (collectively, the “ Assignments ”) and Reassignments of Receivables in Removed Accounts (collectively, the “ Reassignments ” and, together with the Assignments, the “ Assignments and Reassignments ”);

          WHEREAS, the Seller and Servicer, the Prior Trustee and BNY DE have executed an Agreement of Resignation, Appointment and Acceptance of Trustee, dated as of August 3, 2005, pursuant to which the Prior Trustee resigned and was discharged as trustee of the Trust, and BNY DE was appointed as successor trustee of the Trust (in such capacity, the “ Trustee ”) and accepted such appointment, thereby becoming fully vested with all rights, powers, duties and obligations of the Prior Trustee; and

          WHEREAS, the Seller and Servicer and the Trustee wish to amend the Pooling and Servicing Agreement, the Series Supplements and the Assignments and Reassignments as provided herein.

          NOW THEREFORE, in consideration of the premises and the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the provisions of the Pooling and Servicing Agreement, the Series Supplements and the Assignments and Reassignments as follows:

          SECTION 1. Amendment to Section 2.01 . Section 2.01 of the Pooling and Servicing Agreement shall be and hereby is amended by adding the following paragraph at the end of such Section:

     The Trust created by this Agreement is named “National City Credit Card Master Trust” and is separate and distinct from the Seller, the Servicer, and each Certificateholder. It is the intention of the parties hereto that the Trust constitute a common law trust under the laws of the State of Delaware (as opposed to a trust created under Chapter 38 of Title 12 of the Delaware Code) and that this Agreement constitute the governing instrument of such Trust. The Trust, and the Trustee on its behalf, shall engage only in Permitted Activities.

          SECTION 2. Amendment to Section 4.01 . Section 4.01 of the Pooling and Servicing Agreement shall be and hereby is amended by adding the following text after the first sentence of such Section.

The interest represented by any Certificate shall constitute personal property, and no Certificateholder shall have an interest in specific property of the Trust. No creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, provided, however, that this sentence shall not limit any rights expressly provided to the Certificateholders pursuant to this Agreement or any Supplement hereto. None of the Seller, the Servicer, or any Certificateholder shall have any liability for the expenses or liabilities of the Trust except as specifically set forth in this Agreement.

     SECTION 3. Amendment to Section 12.01 . Section 12.01 of the Pooling and Servicing Agreement shall be and hereby is amended by adding the following text at the end of such Section:

The Trust shall not be terminated or revoked except in accordance with this Section 12.01. The dissolution, termination, bankruptcy, conservatorship, or receivership of the Seller, the Servicer, or any Certificateholder shall not result in the termination or dissolution of the Trust.

     SECTION 4. Amendment of Section 13.04 . Section 13.04 of the Pooling and Servicing Agreement shall be and hereby is amended by changing the caption of such Section to “ Governing Law; Submission to Jurisdiction; Agent for Service of Process ” and deleting the text of such Section in its entirety and inserting the following text in its place:

Governing Law; Submission to Jurisdiction; Agent for Service of Process . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The parties hereto declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this Agreement involves at least $100,000.00, and (b) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C.

§ 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(1) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (b)(1) or (2) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware.

     SECTION 5. Addition of Section 13.17 . The Pooling and Servicing Agreement is hereby amended by adding the following Section 13.17 at the end of Article XIII of the Pooling and Servicing Agreement:

     Section 13.17 Intention of Parties . For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq . (the “ Securitization Act ”), each of the parties hereto hereby agrees that:

     (a) Any property, assets or rights purported to be transferred, in whole or in part, by the Seller pursuant to this Agreement (including each Assignment) shall be deemed to no longer be the property, assets or rights of the Seller;

     (b) None of the Seller, its creditors or, in any insolvency proceeding with respect to the Seller or the Seller’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire (except pursuant to a provision of this Agreement), reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of the Seller any property, assets or rights purported to be transferred, in whole or in part, by the Seller pursuant to this Agreement (including each Assignment);

     (c) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to the Seller or the Seller’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of the Seller’s property, assets, rights or estate; and

     (d) The transactions contemplated by this Agreement shall constitute a “securitization transaction” as such term is used in the Securitization Act.

          SECTION 6. Amendment of Exhibit B . Exhibit B of the Pooling and Servicing Agreement is hereby amended and restated in its entirety as set forth in Schedule 2 attached hereto.

          SECTION 7. Amendment of Exhibit C . Exhibit C of the Pooling and Servicing Agreement is hereby amended and restated in its entirety as set forth in Schedule 3 attached hereto.

          SECTION 8. Amendment to the Series Supplements . By executing this Amendment, the parties hereto acknowledge and agree that this Amendment hereby amends the Series Supplements by changing the caption of Section 9.03 of each of the Series Supplements to “ Governing Law; Submission to Jurisdiction; Agent for Service of Process ” and deleting the text of Section 9.03 of each of the Series Supplements and inserting in its place the text of the amendment set forth in Section 4 hereof; provided that , the term “Agreement” shall be deleted wherever it appears in such amendments to Section 9.03 of the Series Supplements and “Supplement” shall be inserted in its place.

          SECTION 9. Amendment to the Assignments .

          (a) By executing this Amendment, the parties hereto acknowledge and agree that this Amendment hereby amends the Assignments by changing the caption of Section 8 of each of the Assignments to “ Governing Law; Submission to Jurisdiction; Agent for Service of Process ” and deleting the text of Section 8 of each of the Assignments and inserting in its place the text of the amendment set forth in Section 4 hereof; provided that , the term “Agreement” shall be deleted wherever it appears in such amendments to Section 8 of the Assignments and “Assignment” shall be inserted in its place.

          (b) Section 2 of each of the Assignments shall be and hereby is amended by deleting the first sentence thereof in its entirety, and inserting in its place the following:

     The Seller has delivered to the Trustee a computer file, microfiche list or printed list containing a true and complete schedule identifying all Additional Accounts designated hereby specifying for each such Account, as of the Addition Cut-Off Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account, which computer file, microfiche list or printed list shall be marked as Schedule 1 to this Assignment, shall be incorporated into and made a part of this Assignment and the Agreement, and shall supplement Schedule 1 to the Agreement.

          SECTION 10. Amendment to the Reassignments .

          (a) By executing this Amendment, the parties hereto acknowledge and agree that this Amendment hereby amends the Reassignments by changing the caption of Section 7 of each of the Reassignments to “ Governing Law; Submission to Jurisdiction; Agent for Service of Process ” and deleting the text of Section 7 of each of the Reassignments and inserting in its place the text of the amendment set forth in Section 4 hereof; provided that , the term “Agreement” shall be deleted wherever it appears in such amendments to Section 7 of the Reassignments and “Reassignment” shall be inserted in its place.

          (b) Section 2 of each of the Reassignments shall be and hereby is amended by deleting the first sentence thereof in its entirety, and inserting in its place the following:

     The Removal Seller has delivered to the Trustee a computer file, microfiche list or printed list containing a true and complete schedule identifying all Accounts the Receivables of which are being removed from the Trust, specifying for each such Account, as of the Removal Notice Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables in such Account, which computer file, microfiche list or printed list shall be marked as Schedule 1 to this Reassignment, shall be incorporated into and made a part of this Reassignment and the Agreement, and shall supplement Schedule 1 to the Agreement.

          SECTION 11. Continuation . Each of the parties hereto hereby agrees that, from and after the effective date of this Amendment, the Trust heretofore created under the laws of the State of New York shall continue as a common law trust under and pursuant to the provisions of the Pooling and Servicing Agreement, as amended by this Amendment, and the laws of the State of Delaware.

          SECTION 12. Effectiveness . The amendments provided for by this Amendment shall become effective upon receipt by the Trustee of the following:

          (a) Notification in writing from each Rating Agency to the effect that the terms of this Amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class of Investor Certificates for which it is a Rating Agency.

          (b) An Officer’s Certificate from the Seller delivered to the Trustee to the effect that the terms of this Amendment will not adversely affect in any material respect the interests of any Investor Certificateholder, and Opinions of Counsel as provided under Sections 13.01 and 13.02 of the Pooling and Servicing Agreement.

          (c) Counterparts of this Amendment, duly executed by the parties hereto.

          SECTION 13. Pooling and Servicing Agreement, Series Supplements and Assignments and Reassignments in Full Force and Effect as Amended . Except as specifically amended or waived hereby, all of the terms and conditions of the Pooling and Servicing Agreement, the Series Supplements and the Assignments and Reassignments shall remain in full force and effect. All references to the Pooling and Servicing Agreement, the Series Supplements and the Assignments and Reassignments in any other document or instrument shall be deemed to mean such Pooling and Servicing Agreement, Series Supplement and Assignment and Reassignment as amended by this Amendment. This Amendment shall not constitute a novation of the Pooling and Servicing Agreement, the Series Supplements or the Assignments and Reassignments, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Pooling and Servicing Agreement, the Series Supplements and the Assignments and Reassignments, as amended by this Amendment, as though the terms and obligations of the Pooling and Servicing Agreement, the Series Supplements and the Assignments and Reassignments were set forth herein.

          SECTION 14. Counterparts . This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the sa