People's Credit Card Master Trust

              Management Report on Internal Control Over Financial
        Reporting for the Credit Card Services Division of People's Bank
            and Management Report on People's Bank Compliance with
         Article IV, Section 4.2 of the Pooling and Servicing Agreement

                          As of December 31, 2000

              Management Report on Internal Control Over Financial
        Reporting for the Credit Card Services Division of People's Bank

Management of People's Bank ("People's") is responsible for establishing and
maintaining effective internal control over financial reporting for the
Credit Card Services division of People's, inclusive of the accounts
transferred to and serviced for the People's Bank Credit Card Master Trust,
that is sufficient for the prevention and detection of misstatements due to
errors or fraud in amounts that would be material to People's consolidated
financial statements.  This internal control contains monitoring mechanisms,
and actions are taken to correct deficiencies identified.

There are inherent limitations in any internal control, including the
possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal control can provide only reasonable
assurance with respect to the preparation of financial information.
Further, because of changes in conditions, the effectiveness of any internal
control may vary over time.

Management assessed whether the internal control over financial reporting for
People's Credit Card Services division as of December 31, 2000 was sufficient
for the prevention and detection of misstatements due to errors or fraud in
amounts that would be material to People's consolidated financial statements.
The assessment was based on criteria for effective internal control over
financial reporting described in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission.  Based on this assessment, management believes that, as of
December 31, 2000, the Credit Card Services division of People's maintained
effective internal control over financial reporting that was sufficient for
the prevention and detection of misstatements due to errors or fraud in
amounts that would be material to People's consolidated financial statements.

         Management Report on People's Bank's Compliance with Article IV,
               Section 4.2 of the Pooling and Servicing Agreement

Management of People's Bank ("People's") is responsible for complying with
the the requirements of Article IV, Section 4.2 of the Amended and Restated
Pooling and Servicing Agreement dated March 18, 1997 (as heretofore amended,
supplemented or otherwise modified), including the applicable supplements
dated March 1, 1995, July 1, 1996, March 18, 1997, September 1, 1997,
April 1, 1998 and September 29, 1999 (collectively the "Pooling and Servicing
Agreement"), between Bankers Trust Company, as trustee, and People's, as
transferor and servicer, and for establishing and maintaining effective
internal control over compliance with the aforementioned requirements.

Management has performed an evaluation of People's compliance with the
aforementioned requirements of Article IV, Section 4.2 of the Pooling and
Servicing Agreement as of December 31, 2000.  Based on this evaluation,
management believes that, as of December 31, 2000, People's was in compliance
with the aforementioned requirements set forth in Article IV, Section 4.2 of
the Pooling and Servicing Agreement.

/s/ John A. Klein
John A.Klein
Chairman, Chief Executive Officer and President

/s/ William T. Kosturko
William T. Kosturko
Executive Vice President/General Counsel
 & Chief Financial Officer

March 15, 2001