**Exhibit 99.2**

  

  

| 1601 Market Street          |   |               Telephone 267 256 7000. |   |
|-----------------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|
| Philadelphia, PA 19103-2499 |   |               Fax 267256 7200         |   |

**Independent Accountants’ Report**

Bank One, Delaware, National AssociationThe Bank of New York

We have examined the accompanying management’s assertion that Bank One, Delaware, National Association (the “Servicer”) maintained effective internalcontrol over the loan servicing of consumer credit card receivables in the Wachovia Credit Card Master Trust (the “Trust”) in accordance with the Amended and Restated Pooling and Servicing Agreement dated as of June 4, 1999 (the“Agreement”), by and between the First National Bank of Atlanta (“FNB Atlanta”) and The Bank of New York (Delaware) as Trustee (the “Trustee”), and as assumed by the Assumption Agreement, dated as of July 27, 2001, byand among the Servicer, FNB Atlanta and the Trustee, based upon criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in *Internal Control - Integrated Framework*during the period November 1, 2001 through October 31, 2002. Such criteria for testing management’s assertion included controls related to the following:

**•**          segregation of Trust loans to indicateappropriate ownership.

**•**          timely compliance with the Agreement when either specifics with respect to a transaction or other issues or concerns are identified.

**•**          distribution of payments to the Trustee in accordance with the Agreement.

**•**          the accuracy and completeness of the Monthly Servicer’s Certificates in accordance with the Agreement.

**•**          the review and approval of the Monthly Servicer’s Certificates prior to distribution in accordance with the Agreement.

Management is responsiblefor the Servicer’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion about the Servicer’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, ona test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.Our examination does not provide a legal determination on the Servicer’s compliance with specified requirements.

 

  

 

  

In our opinion, management’sassertion that the Servicer complied with the aforementioned requirements during the period November 1, 2001 through October 31, 2002 is fairly stated, in all material respects.

 

 

December 13, 2002

 

**ASSERTION BY BANK ONE, DELAWARE, NATIONAL ASSOCIATION**

The management of Bank One, Delaware, National Association (the “Servicer”) is responsible for maintaining effective internal control over the loan servicing for consumer credit card receivables in theWachovia Credit Card Master Trust (the “Trust”), in accordance with the Amended and Restated Pooling and Servicing Agreement dated as of June 4, 1999 (the “Agreement”), by and between the First National Bank of Atlanta (“FNBAtlanta”) and The Bank of New York (Delaware) as Trustee (the “Trustee”) and as assumed by the Assumption Agreement, dated as of July 27, 2001, by and among the Servicer, FNB Atlanta, and the Trustee, including ensuring adequatecontrols are in place to ensure: 

**•**          segregation of Trust loans such to indicate appropriate ownership.

**•**          compliance with the Agreement is appropriatelyaddressed in a timely manner when either specifics with respect to a transaction or other issues or concerns are identified.

**•**          distribution of payments to the Trustee are made in accordance with the Agreement.

**•**          theMonthly Servicer’s Certificates contain accurate and complete information in accordance with the Agreement.

**•**          appropriate review and approval of the Monthly Servicer’s Certificates prior to distribution inaccordance with Agreement.

Management has performed an evaluation of the control environment and based on this evaluation, management believes that theServicer maintained effective internal control over the loan servicing for consumer credit card receivables in the Trust during the period November 1, 2001 through October 31, 2002, based upon criteria established by the Committee of SponsoringOrganizations of the Treadway Commission (COSO) as described in *Internal Control – Integrated Framework.*

 

 

 

 

 

/s/ Michael Looney

 

 

 

 

 

Michael LooneyExecutive Vice President - Operations

 

 

 

 

 

 

 

 

/s/ Jeffrey T. Rigg

 

 

/s/ Michael J. Grubb

 

 

Jeffrey T. RiggSenior Vice President and Controller

 

 

Michael J. GrubbFirst Vice President

 

 

1601 Market Street

Telephone 267 256 7000

Philadelphia, PA 19103-2499

Fax 267 256 7200          

**Independent Accountants’ Report**

Bank One, Delaware, NationalAssociation The Bank of New York

We have examined the accompanying management’s assertion, that Bank One, Delaware, NationalAssociation (the “Servicer”), complied with Sections 3.2, 3.4, 4.2 and 4.3 of the Amended and Restated Pooling and Servicing Agreement dated as of June 4, 1999, (the “Agreement”), by and between The First National Bank of Atlanta(“FNB Atlanta”) and The Bank of New York (Delaware) as Trustee (the “Trustee”) of the Wachovia Credit Card Master Trust, and as assumed by the Assumption Agreement, dated as of July 27, 2001, by and among the Servicer, FNBAtlanta and the Trustee and Section 7, Article IV of the Series 1999-1 and Series 2000-1 Supplements to the Agreement dated March 24, 1999 and August 1, 2000, respectively, during the period November 1, 2001 through October 31, 2002. Management isresponsible for the Servicer’s compliance with those requirements. Our responsibility is to express an opinion on management’s assertion about the Servicer’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, ona test basis, evidence about the Servicer’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion.Our examination does not provide a legal determination on the Servicer’s compliance with specified requirements.

In performing this examination, we haveassumed the accuracy of the reports prepared by the Servicer’s third party credit card processor and did not extend our assessment to the relevant aspects of the Servicer’s compliance that are the responsibility of the third party creditcard processor. Accordingly, our assessment does not extend to these aspects of the Servicer’s compliance that are the responsibility of the third party credit card processor, and we do not express any form of assurance on those complianceaspects.

In our opinion, management’s assertion that the Servicer complied with the aforementioned requirements during the period November 1, 2001 toOctober 31, 2002 is fairly stated, in all material respects.

 

 

 

December 13, 2002 

 

**ASSERTION BY BANK ONE, DELAWARE, NATIONAL ASSOCIATION**

The management of Bank One, Delaware, National Association (the “Servicer”) is responsible for complying with the requirements of Sections 3.2, 3.4, 4.2 and 4.3 of the Amended and Restated Pooling andServicing Agreement, dated as of June 4, 1999, as amended (the “Agreement”) and Section 7, Article IV of the respective Amended and Restated Pooling and Servicing Agreement Supplements, noted in Attachment A (the “Supplements”),related to each Credit Card Master Trust Series listed, as amended from time to time (together, the “Agreements”) between the Servicer and The Bank of New York (Delaware) (as Trustee for the various Certificateholders and EnhancementProviders of the Wachovia Credit Card Master Trust). 

Management has performed an evaluation of the Servicer’s compliance with the Agreements and based onthis evaluation management believes that the Servicer has complied with the requirements of the sections of the Agreements referred to above during the period from November 1, 2001 to October 31, 2002.

In providing this assertion on compliance, we have assumed the accuracy of the reports prepared by the Servicer’s third party credit card processor and did not extend ourassessment to the relevant aspects of the Servicer’s compliance that are the responsibility of the third party credit card processor. Accordingly, and in accordance with Section 3.6(a) of the Agreement, our assessment does not extend to theseaspects of the Servicer’s compliance that are the responsibility of the third party credit card processor, and we do not express any form of assurance on these compliance aspects.

 

 

 

 

/s/ Michael Looney

 

 

 

 

 

Michael Looney Executive Vice President - Operations

 

 

 

 

 

 

 

/s/ Jeffrey Rigg

 

 

/s/ Michael J. Grubb

 

 

Jeffrey T. Rigg Senior Vice President and Controller

 

 

Michael J. Grubb First Vice President

 

**Attachment A**

**Amended and Restated Pooling and Servicing AgreementSupplements**

 

**Wachovia Credit Card Master Trust Series******

 

**Compliance Period******

 

 

 

Wachovia Credit Card Master Trust Series 1999-1

 

11/1/01-10/31/02

Wachovia Credit Card Master Trust Series 2001-1

 

11/1/01-10/31/02