<PAGE>

                      Report of Independent Accountants on
                         Applying Agreed-Upon Procedures


U.S. Bancorp
Minneapolis, Minnesota

We have performed the procedures enumerated below, which were agreed to by
managements of U.S. Bank National Association ND (formerly First Bank of South
Dakota), the Transferor, and U.S. Bancorp Card Services, Inc. (formerly FBS Card
Services, Inc.), the Servicer, wholly-owned subsidiaries of U.S. Bancorp,
(collectively known as the "Companies"), pursuant to the Pooling and Servicing
Agreement dated February 1, 1997 and the Supplement dated February 27, 1997
(collectively the "PSA") with respect to the First Bank Corporate Card Master
Trust Series 1997-1 (the "Trust"), solely to assist you in evaluating
management's assertion that the Servicer has, to the best of their knowledge,
fully performed all its obligations under the PSA throughout the twelve month
period from January 1, 1999 to December 31, 1999 and no default in the
performance of such obligation has occurred or is continuing as noted in the
Annual Servicer's Certificate dated April 1, 2000. This agreed-upon procedures
engagement was performed in accordance with attestation standards established by
the American Institute of Certified Public Accountants. The sufficiency of these
procedures is solely the responsibility of the specified users of the report.
Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has been
requested or any other purpose.

Capitalized terms used herein and not otherwise defined herein have the meanings
assigned in the PSA. Our procedures, with respect to management's assertion,
were as follows:

SECTION 3.1 - ACCEPTANCE OF APPOINTMENT AND OTHER MATTERS RELATED TO THE
SERVICER

   1.  Obtained a copy of the December 31, 1999 Monthly Certificateholder
       Statement (the "Statement") as evidence that U.S. Bancorp Card Services,
       Inc. is the Servicer.

   2.  Inquired of Michael T. Scarseth, Servicing Officer, regarding whether
       U.S. Bancorp Card Services, Inc. has procedures for identifying and
       accounting for Ineligible Receivables, as defined by Section 2.4 (d) of
       the PSA, and for payments received with respect to Ineligible
       Receivables, separately from its accounting for



<PAGE>

       Collections on Receivables retained by the Trust. Mr. Scarseth
       represented that U.S. Bancorp Card Services, Inc. has procedures for
       identifying and accounting for Ineligible Receivables, as defined by
       Section 2.4 (d) of the PSA, and for payments received with respect to
       Ineligible Receivables, separately from its accounting for Collections
       on Receivables retained by the Trust.

   3.  Obtained documentation from Marsh USA Inc., U.S. Bancorp's financial
       institutions bond coverage provider, indicating that U.S. Bancorp Card
       Services, Inc. maintains financial institutions bond coverage to insure
       against losses resulting from wrongdoing of its officers and employees
       servicing charge card receivables.

SECTION 3.2 - SERVICING COMPENSATION

   1.  Obtained the Statements for January 1999 through December 1999 and
       recalculated U.S. Bancorp Card Services, Inc.'s servicing fee to be an
       amount equal to 1/12 of the product of the series servicing fee rate (1%)
       and the servicing base amount, and verified that the servicing fees are
       allocated pro rata between certificates.

SECTION 3.3 - REPRESENTATIONS AND WARRANTIES OF THE SERVICER

   1.  Obtained a copy of the State of Minnesota and North Dakota Certificates
       of Good Standing dated March 10, 2000 and March 9, 2000, respectively,
       from Mr. Scarseth, Servicing Officer, indicating U.S. Bancorp Card
       Services, Inc. is duly incorporated and in good standing under Minnesota
       and North Dakota laws and is authorized to transact business as of the
       date of the Certificates of Good Standing.

   2.  Inquired of Mr. Scarseth, Servicing Officer, whether U.S. Bancorp Card
       Services, Inc. has obtained all licenses and approvals necessary to
       service the Receivables as required under federal, Minnesota, and North
       Dakota law. Mr. Scarseth represented that U.S. Bancorp Card Services,
       Inc. has obtained the above-referenced licenses and approvals necessary
       to service the Receivables as required under federal, Minnesota, and
       North Dakota law.

   3.  Compared the names of the signers (Charles W. Devens or Mr. Scarseth) on
       the Statements to the Board of Directors' resolutions indicating that the
       signers on the Statements are authorized to act on behalf of the
       Companies.

   4.  Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
       best of his knowledge, there are any proceedings or investigations
       pending related to the servicing of Receivables. Mr. Scarseth represented
       that there are no proceedings or investigations pending related to the
       servicing of Receivables.

   5.  Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
       best of his knowledge, U.S. Bancorp Card Services, Inc. has not
       permitted any rescission or cancellation of any Receivable except as
       ordered by a court of competent



<PAGE>

       jurisdiction or other Governmental Authority. Mr. Scarseth represented
       that U.S. Bancorp Card Services, Inc. has not permitted any rescission
       or cancellation of any Receivable except as ordered by a court of
       competent jurisdiction or other Governmental Authority.

   6.  Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
       best of his knowledge, all approvals, authorizations, consents, orders,
       or other actions of any person or Governmental Authority required in
       connection with the execution and delivery of the PSA by U.S. Bancorp
       Card Services, Inc. were complete. Mr. Scarseth represented that all
       approvals, authorizations, consents, orders, or other actions of any
       person or Governmental Authority required in connection with the
       execution and delivery of the PSA by U.S. Bancorp Card Services, Inc.
       were complete.

   7.  Inquired of Mr. Scarseth, Servicing Officer, regarding whether to the
       best of his knowledge, each Receivable is payable pursuant to a contract
       which does not create a lien on any merchandise purchased thereunder. Mr.
       Scarseth represented that each Receivable is payable pursuant to a
       contract which does not create a lien on any merchandise purchased
       thereunder.

SECTION 3.4 - REPORTS AND RECORDS FOR THE TRUSTEE

   1.  Inquired of Mr. Scarseth, Servicing Officer, whether upon reasonable
       prior notice he can prepare and make available for inspection by the
       Trustee a record setting forth:

       (a) the aggregate amount of Collections processed by the Servicer on the
           preceding Business Day, and
       (b) the aggregate amount of Receivables as of the close of business on
           the preceding Business Day.

       Mr. Scarseth represented that upon reasonable prior notice he can prepare
       and make available for inspection by the Trustee a record setting forth
       the above-referenced information.

   2.  Obtained the Statements for the months of January 1999 through December
       1999 and on a sample basis agreed information from ancillary systems to
       the Statements. The results of these procedures are reported in a
       separate letter to U.S. Bancorp dated April 1, 2000.

<PAGE>

SECTION 3.5 - ANNUAL SERVICER'S CERTIFICATE

   1.  Obtained a copy of the Annual Servicer's Certificate to the Trustee,
       Enhancement Provider and Rating Agency for the twelve month period ended
       December 31, 1999.

SECTION 3.7 - TAX TREATMENT

   1.  Inquired of Mr. Scarseth, Servicing Officer, whether to the best of his
       knowledge, the Companies have not filed a tax return or obtained an
       employer identification number on behalf of the Trust. Mr. Scarseth
       represented that the Companies have not filed a tax return or obtained an
       employer identification number on behalf of the Trust.

SECTION 3.9 - REPORTS TO THE COMMISSION

   1.  Obtained a copy of the January 1999 through December 1999 Statements
       filed with the Securities Exchange Commission, as required under the
       provisions of the Securities Exchange Act of 1934 and the rules and
       regulations of the Securities Exchange Commission thereunder.

SECTION 4.1 - RIGHTS OF CERTIFICATEHOLDERS

   1.  Obtained copies of the First Bank Corporate Card Master Trust Class A
       6.40%, Asset Backed Certificates Number R-1 and R-2 and Class B 6.55%
       Asset Backed Certificate Number R-1 issued February 27, 1997, evidencing
       that they represent an undivided interest in the Trust.

SECTION 4.2 - ESTABLISHMENT OF ACCOUNT

   1.  Obtained a memo from Annette Marsula, Citibank, Senior Trust Officer,
       supporting the opening of the Collection and Excess Funding Accounts in
       the name of Citibank, the Trustee.

   2.  Obtained the Interest Funding Account Statements provided to U.S. Bancorp
       Card Services, Inc. by Citibank, indicating the amount deposited in the
       Interest Funding Account for January 1999 through December 1999.

SECTION 4.3 - COLLECTIONS AND ALLOCATIONS

   1.  Compared the Standard & Poor's and Moody's ratings per Bloomberg as of
       March 23, 2000 to the ratings required by the PSA and noted that the
       Company has a certificate of deposit or commercial paper rating of at
       least A-1 and P-1, respectively.

<PAGE>

   2.  Compared the amount allocated to the Holder of the Exchangeable
       Transferor Certificate to an amount equal to the product of the
       Transferor Percentage and the aggregate amount of Principal Collections
       and Yield Collections, respectively, in each Collection Period.

SECTION 8.8 - EXAMINATION OF RECORDS

   1.  Inquired of Mr. Scarseth, Servicing Officer, whether U.S. Bancorp Card
       Services, Inc.'s procedures clearly and unambiguously identify each
       Account in its computer or other records to reflect that the Receivables
       arising in the Account have been conveyed to the Trust. Mr. Scarseth
       represented that U.S. Bancorp Card Services, Inc.'s procedures clearly
       and unambiguously identify each Account in its computer or other records
       to reflect that the Receivables arising in the Account have been conveyed
       to the Trust.

   2.  Inquired of Mr. Scarseth, Servicing Officer, whether U.S. Bancorp Card
       Services, Inc., prior to sale or transfer to a third party, examines its
       computer and other records of any receivable held in custody, to
       determine that such receivable is not a Receivable. Mr. Scarseth
       represented that U.S. Bancorp Card Services, Inc., prior to sale or
       transfer to a third party, examines its computer and other records of any
       receivable held in custody, to determine that such receivable is not a
       Receivable.

SUPPLEMENT SECTIONS 4.5 AND 4.9 - MONTHLY ALLOCATIONS

   1.  Obtained written instructions provided by the Servicer to the Trustee for
       each of the twelve months in the period ended December 31, 1999 to make
       withdrawals or allocations from the Collection Account, the Interest
       Funding Account, and the Principal Funding Account on the applicable
       transfer date.

We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on management's assertion regarding
compliance with the PSA. Accordingly, we do not express such an opinion. Had we
performed additional procedures, other matters might have come to our attention
that would have been reported to you.

This report is intended solely for the information and use of the specified
users listed above and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures for
their purposes.



April 1, 2000


<PAGE>

                      Report of Independent Accountants on
                         Applying Agreed-Upon Procedures


U.S. Bancorp
Minneapolis, Minnesota

We have performed the procedures enumerated below, which were agreed to by the
managements of U.S. Bank National Association ND, the Transferor (formerly First
Bank of South Dakota), and U.S. Bancorp Card Services, Inc. (formerly FBS Card
Services, Inc.), the Servicer, wholly-owned subsidiaries of U.S. Bancorp,
(collectively known as the "Companies"), solely to assist you in evaluating
management's assertions with respect to the Monthly Certificateholders'
Statements (the "Statements") prepared by U.S. Bancorp Card Services, Inc.,
during each of the twelve months in the corresponding period ended December 31,
1999 pursuant to subsection 3.4 (b) of the Pooling and Servicing Agreement dated
February 1, 1997 and the Supplement dated February 27, 1997 (collectively, the
"PSA"). This agreed-upon procedures engagement was performed in accordance with
attestation standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the responsibility of
the specified users of the report. Consequently, we make no representation
regarding the sufficiency of the procedures described below either for the
purpose for which this report has been requested or any other purpose.

We performed, on a test basis, the procedures enumerated in the letter dated
April 1, 2000 from the Companies, included as Attachment A to this letter, to
each Statement for each of the twelve months in the corresponding period ended
December 31, 1999 prepared by the Companies pursuant to subsection 3.4 (b) of
the PSA. As a result of the procedures performed, we noted no instances where
amounts set forth in the Statements were allocated incorrectly or were not in
agreement with the corresponding amounts in the Companies' servicing records,
except as described in Attachment B, Detail of Exceptions, to this letter.

We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on management's assertions.
Accordingly, we do not express such an opinion. Had we performed additional
procedures, other matters might have come to our attention that would have been
reported to you.

<PAGE>

This report is intended solely for the information and use of the specified
users listed above and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures for
their purposes.



April 1, 2000



<PAGE>

[U.S. Bancorp logo]



                                  ATTACHMENT A


April 1, 2000



Ernst & Young LLP
Minneapolis, MN

Subsection 3.6(b) of the Pooling and Servicing Agreement dated February 1, 1997
and the Supplement dated February 27, 1997 (collectively, the "PSA") between
U.S. Bank National Association ND, (formerly First Bank of South Dakota), the
Transferor, and U.S. Bancorp Card Services, Inc. (formerly FBS Card Services,
Inc.), the Servicer, wholly-owned subsidiaries of U.S. Bancorp, (collectively
known as the "Companies"), states that on or before April 30 of each calendar
year, the Servicer shall cause a firm of nationally recognized independent
accountants to furnish a report to the Trustee and Rating Agency that they have
compared the mathematical calculations of certain amounts of the Monthly
Certificateholders' Statements forwarded by the Servicer pursuant to subsection
3.4(b) of the PSA (the "Statement") with the Servicer's computer reports. For
each of the twelve months in the year ended December 31, 1999, we have engaged
you to perform the agreed-upon procedures set forth below on a test basis to
satisfy the requirements of subsection 3.6(b) of the PSA. We are responsible for
the sufficiency (nature, timing, and extent) of the procedures set forth below
and you are responsible for carrying out the procedures and reporting the
findings in accordance with Statements on Standards for Attestation Engagements
No. 4.

1.   Obtain a copy of the Statements provided to Citibank, from Michael T.
     Scarseth, Servicing Officer, for each month for the year-ended December
     1999. Agree the name of the officers, Michael T. Scarseth and Charles W.
     Devens, signing the Statements to a U.S. Bancorp Board of Directors
     authorization indicating they are authorized to act on behalf of U.S.
     Bancorp Card Services, Inc.

2.   Compare the information contained in the January 1999 through December 1999
     Statements to Exhibit C of the PSA.

3.   Agree the mathematical calculations of each amount included in the January
     1999 through December 1999 Statements by comparing the amounts listed on
     the Statements to the Companies' computer reports which were the source of
     the amounts by performing the following:

<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 1              For Item A.1., compare the amount of the distribution to
                    Class A Monthly Principal for Collections processed for the
                    Collection Period for the Determination Date to the Payment
                    to Class A Certificateholders as stated on the spreadsheets
                    used by U.S. Bancorp Card Services, Inc. to summarize
                    information from Total System Reports, the general ledger,
                    and LIBOR index information (the "Settlement Statement"),
                    divided by the Amount of Class A Bonds ($394,800,000) for
                    each Determination Date.

Page 1              For Item A.2., compare the amount of the distribution to
                    Class B Monthly Principal for Collections processed for the
                    Collection Period for the Determination Date to the Payment
                    to Class B Certificateholders as stated on the Settlement
                    Statement divided by the Amount of Class B Bonds
                    ($6,300,000) for each Determination Date.

Page 1              For Item A.3., compare the amount of the distribution to
                    Collateral Monthly Principal for Collections processed for
                    the Collection Period for the Determination Date to the
                    Payment to Collateral Certificateholders as stated on the
                    Settlement Statement divided by the Amount of CIA Bonds
                    ($18,900,000) for each Determination Date.

Page 1              For Item A.4., compare the amount of the distribution to
                    Class A Monthly Interest for Collections processed for the
                    Collection Period for the Determination Date to the Interest
                    Funding Account Payment to Class A Investors as stated on
                    the Settlement Statement divided by the Amount of Class A
                    Bonds ($394,800,000) for each Determination Date.

Page 1              For Item A.5., compare the amount of the distribution to
                    Class A Deficiency Amounts for Collections processed for the
                    Collection Period for the Determination Date to the Interest
                    Funding Account Class A Deficiency Amount as stated on the
                    Settlement Statement divided by the Amount of Class A Bonds
                    ($394,800,000) for each Determination Date.

Page 1              For Item A.6., compare the amount of the distribution to
                    Class A Additional Interest for Collections processed for
                    the Collection Period for the Determination Date to Class A
                    Additional Interest as stated on the Form of Payment and
                    Notification Letter (the "Trustee Statement"), provided by
                    the Servicer to the Trustee monthly,
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
                    divided by the Amount of Class A Bonds ($394,800,000) for
                    each Determination Date.

Page 1              For Item A.7., compare the amount of the distribution to
                    Class B Monthly Interest for Collections processed for the
                    Collection Period for the Determination Date to the Interest
                    Funding Account Payment to Class B Investors as stated on
                    the Settlement Statement divided by the Amount of Class B
                    Bonds ($6,300,000) for each Determination Date.

Page 1              For Item A.8., compare the amount of the distribution to
                    Class B Deficiency Amounts for Collections processed for the
                    Collection Period for the Determination Date to the Interest
                    Funding Account Class B Deficiency Amount as stated on the
                    Settlement Statement divided by the Amount of Class B Bonds
                    ($6,300,000) for each Determination Date.

Page 1              For Item A.9., compare the amount of the distribution to
                    Class B Additional Interest for Collections processed for
                    the Collection Period for the Determination Date to Class B
                    Additional Interest as stated on the Trustee Statement
                    divided by the Amount of Class B Bonds ($6,300,000) for each
                    Determination Date.

Page 1              For Item A.10., compare the amount of the distribution to
                    Collateral Monthly Interest for Collections processed for
                    the Collection Period for the Determination Date to the
                    Settlement Statement by adding the Collateral Monthly
                    Interest Distributed and Amount Withdrawn from Spread
                    Account to Fund Shortfalls divided by 1,000 divided by the
                    amount of CIA Bonds ($18,900,000).

Page 1              For Item A.11., compare the amount of the distribution to
                    Accrued and unpaid Collateral Monthly Interest for the
                    Collection Period for the Determination Date to the Amount
                    of unpaid interest due to CIA Holder on the Settlement
                    Statement divided by the amount of CIA Bonds ($18,900,000).

Page 1              For Item B.1.(a), recalculate the aggregate amount of
                    Principal Collections allocated to the Class A Certificates
                    for the related Collection Period by multiplying the
                    Principal Component of Collections by the Class A Floating
                    Percentage which is the Beginning Class A Adjusted Invested
                    Amount divided by the
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
                    Beginning Trust Component plus the Beginning Excess Funding
                    Account Balance or the Beginning Adjusted Invested Amount
                    plus the Transferor Amount, whichever is greater, as stated
                    on the Settlement Statement.

Page 1              For Item B.1.(b), recalculate the aggregate amount of
                    Principal Collections allocated to the Class B Certificates
                    for the related Collection Period by multiplying the
                    Principal Component of Collections by the Class B Floating
                    Percentage which is the Beginning Class B Invested Amount
                    divided by the Beginning Trust Component plus the Beginning
                    Excess Funding Account Balance or the Beginning Adjusted
                    Invested Amount plus the Transferor Amount, whichever is
                    greater, as stated on the Settlement Statement.

Page 1              For Item B.1.(c), recalculate the aggregate amount of
                    Principal Collections allocated to Collateral Investor
                    Interest for the related Collection Period by multiplying
                    the Principal Component of Collections by the Collateral
                    Floating Percentage which is the Beginning Collateral
                    Invested Amount divided by the Beginning Trust Component
                    plus the Beginning Excess Funding Account Balance or the
                    Beginning Adjusted Invested Amount plus the Transferor
                    Amount, whichever is greater, as stated on the Settlement
                    Statement.

Page 1              For Item B.2.(a), compare the amount of the Trust
                    Principal Component as of the end of the related Collection
                    Period to the General Ledger by multiplying the Ending
                    Receivables Balance by one minus the Yield Factor (2.00%).

Page 1              For Item B.2.(b), recalculate the amount of the Series
                    1997-1 Invested Amount as of the end of the related Transfer
                    Date by adding the ending Class A, B and Collateral Invested
                    Amounts on the Settlement Statement as of the end of the
                    related Transfer Date.

Page 1              For Item B.2.(c), compare the amount of the Series 1997-1
                    Adjusted Invested Amount as of the end of the Related
                    Transfer Date by adding the ending Class A, B and Collateral
                    Invested Amounts to the Settlement Statement as of the end
                    of the related Transfer Date.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 1              For Item B.2.(d), compare the amount of the Class A
                    Invested Amount as of the end of the related Transfer Date
                    to the Beginning Class A Adjusted Invested Amount on the
                    Settlement Statement as of the end of the related Transfer
                    Date.

Page 1              For Item B.2.(e), compare the amount of the Class A
                    Adjusted Invested Amount as of the end of the related
                    Transfer Date to the Ending Class A Adjusted Invested Amount
                    on the Settlement Statement as of the end of the related
                    Transfer Date.

Page 1              For Item B.2.(f), compare the amount of the Class B
                    Invested Amount as of the end of the related Transfer Date
                    to the Ending Class B Invested Amount on the Settlement
                    Statement as of the end of the related Transfer Date.

Page 1              For Item B.2.(g), compare the amount of the Collateral
                    Invested Amount as of the end of the related Transfer Date
                    to the Ending Collateral Invested Amount on the Settlement
                    Statement as of the end of the related Transfer Date.

Page 1              For Item B.2.(h), compare the amount of the Floating
                    Allocation Percentage with respect to the related Collection
                    Period to the summation of the Class A, B and Collateral
                    Floating Percentage, (items B.2.(i), (j) and (k) on the
                    Statement).

Page 1              For Item B.2.(i), compare the amount of the Class A
                    Floating Percentage with respect to the related Collection
                    Period to the Settlement Statement by dividing the Beginning
                    Class A Adjusted Investment Amount by the sum of the
                    Beginning Trust Principal Component and the Excess Funding
                    Account Beginning Balance or the Beginning Adjusted
                    Investment Amount and the Transferor Amount, whichever is
                    greater.

Page 1              For Item B.2.(j), compare the amount of the Class B
                    Floating Percentage with respect to the related Collection
                    Period to the Settlement Statement by dividing the Beginning
                    Class B Adjusted Investment Amount by the sum of the
                    Beginning Trust Principal Component and the Excess Funding
                    Account Beginning Balance or the Beginning Adjusted
                    Investment Amount and the Transferor Amount, whichever is
                    greater.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 2              For Item B.2.(k), compare the amount of the Collateral
                    Floating Percentage with respect to the related Collection
                    Period to the Settlement Statement by dividing the Beginning
                    Collateral Investment Amount by the sum of the Beginning
                    Trust Principal Component and the Excess Funding Account
                    Beginning Balance or the Beginning Adjusted Investment
                    Amount and the Transferor Amount, whichever is greater.

Page 2              For Item B.2.(l), the amount of the Fixed Allocation
                    Percentage with respect to the related Collection Period is
                    not applicable because the Collection Periods reviewed do
                    not fall into the Accumulation or Early Amortization Period
                    as indicted on the Settlement Statement.

Page 2              For Item B.2.(m), the amount of the Class A Fixed
                    Percentage with respect to the related Collection Period is
                    not applicable because the Collection Periods reviewed do
                    not fall into the Accumulation or Early Amortization Period
                    as indicted on the Settlement Statement.

Page 2              For Item B.2.(n), the amount of the Class B Fixed
                    Percentage with respect to the related Collection Period is
                    not applicable because the Collection Periods reviewed do
                    not fall into the Accumulation or Early Amortization Period
                    as indicted on the Settlement Statement.

Page 2              For Item B.2.(o), the amount of the Collateral Fixed
                    Percentage with respect to the related Collection Period is
                    not applicable because the Collection Periods reviewed do
                    not fall into the Accumulation or Early Amortization Period
                    as indicted on the Settlement Statement.

Page 2              For Item B.3., compare the aggregate amount of outstanding
                    balances in the Accounts which were delinquent as of the end
                    of the last day of the related Collection Period to the
                    Settlement Statement for the Aggregate Account Balance and
                    Percentage of Total Receivables for (a) 30-59 days, (b)
                    60-89 days, (c) 90-119 days, (d) 120-149 days and the Total.

Page 2              For Item B.4.(a), compare the amount of the Investor
                    Default Amount for the related Collection Period to the
                    summation of Class A, B and Collateral Investor Default
                    Amounts, (items B. 4. (b), (c) and (d) on the Statement).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 2              For Item B.4.(b), recalculate the amount of the Class A
                    Investor Default Amount for the related Collection Period by
                    multiplying the Defaulted Receivable and the Class A
                    Floating Percentage.

Page 2              For Item B.4.(c), recalculate the amount of the Class B
                    Investor Default Amount for the related Collection Period by
                    multiplying the Defaulted Receivable and the Class B
                    Floating Percentage.

Page 2              For Item B.4.(d), recalculate the amount of the Collateral
                    Investor Default Amount for the related Collection Period by
                    multiplying the Defaulted Receivable and the Collateral
                    Floating Percentage.

Page 2              For Item B.5.(a), compare the amount of the Aggregate
                    Class A Investor Charge-Offs for the related Collection
                    Period to the Class A Required Amount on the Settlement
                    Statement.

Page 2              For Item B.5.(b), compare the amount of Class A
                    Charge-Offs per $1,000 of original Certificate Principal
                    Balance for the related Collection Period to the Class A
                    Required Amount on the Settlement Statement divided by the
                    amount of Class A Bonds ($394,800,000).

Page 2              For Item B.5.(c), compare the amount of the Aggregate
                    Class B Investor Charge-Offs for the related Collection
                    Period to the Class B Investor Charge-Offs amount on the
                    Settlement Statement.

Page 2              For Item B.5.(d), compare the amount of Class B
                    Charge-Offs per $1,000 of original Certificate Principal
                    Balance for the related Collection Period to the Class B
                    Investor Charge-Off Amount on the Settlement Statement
                    divided by the amount of Class B Bonds ($6,300,000).

Page 2              For Item B.5.(e), compare the amount of the Aggregate
                    Collateral Investor Charge-Offs for the related Collection
                    Period to the Collateral Investor Charge-Offs Amount on the
                    Settlement Statement.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 2              For Item B.5.(f), compare the amount of the Collateral
                    Charge-Offs per $1,000 of original Certificate Principal
                    Balance for the related Collection Period to the Collateral
                    Charge-Offs Amount on the Settlement Statement divided by
                    the amount of Collateral Invested Amount Bonds
                    ($18,900,000).

Page 2              For Item B.5.(g), compare the amount of the Aggregate
                    Class A Investor Charge-Offs reimbursed on the related
                    Transfer Date to the Reimbursed Investor Charge-Offs on the
                    Settlement Statement.

Page 2              For Item B.5.(h), compare the amount of the Class A
                    Investor Charge-Offs reimbursed per $1,000 of original
                    Certificate Principal Balance to item 5.(g) divided by the
                    amount of Class A Bonds ($394,800,000).

Page 2              For Item B.5.(i), compare the amount of the Aggregate
                    Class B Investor Charge-Offs reimbursed on the related
                    Transer Date to the Reimbursed Class B Investor Charge-Offs
                    on the Settlement Statement.

Page 2              For Item B.5.(j), compare the amount of the Class B
                    Investor Charge-Offs reimbursed per $1,000 of the original
                    Certificate Principal Balance to the amount of the
                    Reimbursed Class B Investor Charge-Offs divided by the
                    amount of Class B Bonds ($6,300,000).

Page 3              For Item B.5.(k), compare the amount of the Aggregate
                    Collateral Investor Charge-Offs reimbursed on the related
                    Transfer Date to the Reimbursed Collateral Investor
                    Charge-Offs on the Settlement Statement.

Page 3              For Item B.5.(l), compare the amount of the Collateral
                    Investor Charge-Offs reimbursed per $1,000 of original
                    Certificate Principal Balance to item 5.(k) divided by the
                    amount of Collateral Invested Amount Bonds ($18,900,000).

Page 3              For Item B.6. (a), compare the amount of the Class A
                    Monthly Servicing Fee for the related Collection Period to
                    the Settlement Statement by multiplying the Class A Invested
                    Amount and the Net Servicing Fee Rate of 1% divided by 12.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 3              For Item B.6.(b), compare the amount of the Class B
                    Monthly Servicing Fee for the related Collection Period to
                    the Settlement Statement by multiplying the Class B Invested
                    Amount and the Net Servicing Fee Rate of 1% divided by 12.

Page 3              For Item B.6.(c), compare the amount of the Collateral
                    Monthly Servicing Fee for the related Collection Period to
                    the Settlement Statement by multiplying the Collateral
                    Invested Amount and the Net Servicing Fee Rate of 1% divided
                    by 12.

Page 3              For Item B.7.(a), compare the amount of the Reallocated
                    Collateral Principal Collections with respect to the related
                    Collection Period to the Settlement Statement.

Page 3              For Item B.7.(b), compare the amount of the Reallocated
                    Class B Principal Collections with respect to the related
                    Collection Period to the Settlement Statement.

Page 3              For Item B.7.(c), compare the amount of the Collateral
                    Invested Amount as of the Distribution Date to the Ending
                    Collateral Invested Amount, item B.2.(g) on the Settlement
                    Statement.

Page 3              For Item B.7.(d), compare the amount of the Class B
                    Invested Amount as of the Distribution Date to the Ending
                    Class B Invested Amount, item B.2.(f) on the Settlement
                    Statement.

Page 3              For Item B.8.(a), compare the amount of the Aggregate
                    Yield Collections (including Net Interchange) processed
                    during the related Collection Period allocated in respect of
                    the Class A Investor Certificate to the Settlement Statement
                    by multiplying the Yield Collections by the Class A Floating
                    Percentage, defined in item B.2.(i) on the Statement.

Page 3              For Item B.8.(b), compare the amount of the Aggregate
                    Yield Collections (including Net Interchange) processed
                    during the related Collection Period allocated in respect of
                    the Class B Investor Certificate to the Settlement Statement
                    by multiplying the Yield Collections by the Class B Floating
                    Percentage, defined in item B.2.(j) on the Statement.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 3              For Item B.8.(c), compare the amount of the Aggregate
                    Yield Collections (including Net Interchange) processed
                    during the related Collection Period allocated in respect of
                    the Collateral Investor Certificate to the Settlement
                    Statement by multiplying the Yield Collections by the
                    Collateral Floating Percentage, defined in item B.2.(k) on
                    the Statement.

Page 3              For Item B.9.(a), compare Principal amount in Principal
                    Funding Account on the related Transfer Date to the
                    Principal Funding Account ending balance on the Settlement
                    Statement.

Page 3              For Item B.9.(b), compare the Deficit Controlled
                    Accumulation Amount with respect to the related Collection
                    Period to the Deficit Controlled Accumulation Amount on the
                    Settlement Statement.

Page 3              For Item B.9.(c), compare the Principal Funding Investment
                    Proceeds deposited in the Collection Account on the related
                    Transfer Date to the Principal Funding Investment Proceeds
                    on the Settlement Statement.

Page 3              For Item B.9.(d), compare the amount of the Reserve Draw
                    Amount deposited in the Collection Account on the related
                    Transfer Date to the Reserve Draw Amount on the Settlement
                    Statement.

Page 3              For Item B.10., compare the amount of the Reserve Draw
                    Amount on the related Transfer Date to the Reserve Draw
                    Amount on the Settlement Statement.

Page 3              For Item B.11., compare the amount of the
                    Overconcentration Draw Amount on the related Transfer Date
                    to the Overconcentration Draw Amount on the Settlement
                    Statement.

Page 3              For Item B.12.(a), compare the amount of the Class A
                    Available Funds on deposit in the Collection Account on the
                    related Transfer Date to the Class A Available funds on the
                    Settlement Statement which is Yield Collections minus
                    Servicer Interchange multiplied by the sum of the Class A
                    Floating Percentage, Reserve Draw Amount, Interest and
                    Earnings included in Class A Available Funds, and Principal
                    Funding Investment Proceeds.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 3              For Item B.12.(a), compare the amount of the Class B
                    Available Funds on deposit in the Collection Account on the
                    related Transfer Date to the Class B Available funds on the
                    Settlement Statement which is Yield Collections minus
                    Servicer Interchange multiplied by the Class B Floating
                    Percentage.

Page 3              For Item B.12.(a), compare the amount of the Collateral
                    Available Funds on deposit in the Collection Account on the
                    related Transfer Date to the Collateral Available funds on
                    the Settlement Statement which is Yield Collections minus
                    Servicer Interchange multiplied by the Collateral Floating
                    Percentage.

Page 3              For Item B.13.(a), compare the amount of the Portfolio
                    Yield for the related Collection Period to the Portfolio
                    Yield on the Settlement Statement which is Yield Component
                    of Collections plus Interest and Earnings on funds on
                    deposit in Excess Funding Account times Floating Allocation
                    Percentage plus Principal Funding Investment Proceeds,
                    Reserve Draw Amount, and Overconcentration Draw Amount,
                    minus Investor Default Amount allocable to Series 1997-1
                    divided by the Ending Class B Invested Amount, and the
                    Ending Collateral Invested Amount, multiplied by 12.

Page 3              For Item B.13.(b), compare the amount of the Base Rate for
                    the related Collection Period to the Base Rate on the
                    Settlement Statement which is the sum of Class A, B and
                    Collateral Monthly Interest and Class A, B and Collateral
                    Servicing Fee divided by the sum of the Ending Class A
                    Invested Amount, the Ending Class B Invested Amount, and the
                    Ending Collateral Invested Amount, multiplied by 12.

Page 4              For Item B.14., recalculate the amount of the Monthly
                    Payment Rate for the related Collection Period by dividing
                    collections from the Settlement Statement by the Ending
                    Receivables balance for the prior month from the Settlement
                    Statement.

Page 4              For Item B.15., recalculate the amount of the Principal
                    Payment Rate for the related Collection Period by dividing
                    the Principal Component of Collections by the Ending Trust
                    Principal Component for the prior month from the Settlement
                    Statement.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 4              For Item B.16. compare the amount of the Gross Losses as a
                    Percentage of Charge Volume & Fees for the related
                    Collection Period to the Settlement Statement by dividing
                    the Gross Defaulted Receivables by Gross Charge Volume and
                    Fees multiplied by the Monthly Payment Rate, item B.14. on
                    the Statement, multiplied by 12.

Page 4              For Item B.17., compare the amount of the Minimum
                    Transferor's Percentage for the related Collection Period to
                    the product of the maximum aggregate adjustments / Gross
                    Charge Volume & Fees over past 12 months, the Dilution
                    Horizon Percentage, Gross Charge Volume & Fees / Ending
                    Receivables, and Stressed Trust Dilution Factor Balance
                    divided by 2, rounded up, and multiplied by 2 if greater
                    than .01 as stated on the Settlement Statement.

Page 5              For Item 1., recalculate the amount of the Investor
                    Percentage of Principal Collections for the related
                    Collection Period by multiplying the Principal Component of
                    Collections from the Settlement Statement by the Floating
                    Allocation Percentage at item B.2.(h) on the Statement.

Page 5              For Item 2., recalculate the amount of the Investor
                    Percentage of Yield Collections for the related Collection
                    Period by multiplying the Yield Component and Interest
                    Earnings on Funds in Excess Funding Account on the
                    Settlement Statement by the Floating Allocation Percentage
                    at item B.2.(h) on the Statement.

Page 5              For Item 3., compare the amount of the Investor Percentage
                    of Net Interchange for the related Collection Period to the
                    Settlement Statement by multiplying the Net Interchange from
                    the Settlement Statement by the Floating Allocation
                    Percentage at item B.2.(h) on the Statement.

Page 5              For Item 4., compare the amount of the Servicer
                    Interchange for the related Collection Period to the
                    Servicer Interchange Amount on the Settlement Statement.

Page 5              For Item 5., compare the amount of the aggregate amount of
                    funds on deposit in Collection Account allocable to Series
                    1997-1 Certificates to the Settlement Statement by adding
                    Collections and Net Interchange.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 5              For Item 6., compare the amount of the Funds in Principal
                    Funding Account allocable to Series 1997-1 Certificates for
                    the related Collection Period to the Settlement Statement.

Page 5              For Item 7., compare the amount of the aggregate amount of
                    funds paid in accordance with the Loan Agreement pursuant to
                    Section 4.11 by adding the Collateral Monthly Interest
                    Funded and Amounts due Collateral Interest Holder on the
                    Settlement Statement.

Page 5              For Item 8., compare the amount of the Required Collateral
                    Invested Amount over the Collateral Invested Amount for the
                    related Collection Period to the Settlement Statement.

Page 5              For Item 9., compare the amount of the Collateral Invested
                    Amount for the related Collection Period to item B.2.(g) on
                    the Statement.

Page 5              For Item 10.(i), compare the amount of Monthly Interest,
                    Deficiency Amounts, and Additional Interest payable to the
                    Class A Certificateholders for the related Collection Period
                    to the Settlement Statement.

Page 5              For Item 10.(ii), compare the amount of Monthly Interest,
                    Deficiency Amounts, and Additional Interest payable to the
                    Class B Certificateholders for the related Collection Period
                    to the Settlement Statement.

Page 5              For Item 10.(iii), compare the amount of Monthly Interest,
                    Deficiency Amounts, and Additional Interest payable to the
                    Collateral Interest Holder for the related Collection Period
                    to the Settlement Statement.

Page 5              For Item 11.(i), compare the amount of Principal payable
                    to the Class A Certificateholders for the related Collection
                    Period to the Settlement Statement.

Page 5              For Item 11.(ii), compare the amount of Principal payable
                    to the Class B Certificateholders for the related Collection
                    Period to the Settlement Statement.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE NUMBER                                 PROCEDURES
<S>                <C>
Page 5              For Item 11.(iii), compare the amount of Principal payable
                    to the Collateral Interest Holder for the related Collection
                    Period to the Settlement Statement.

Page 5              For Item 12.(i), compare the sum of all amounts payable to
                    the Class A Certificateholders for the related Collection
                    Period to the summation of item 10.(i) and 11.(i) on the
                    Statement.

Page 5              For Item 12.(ii), compare the sum of all amounts payable
                    to the Class B Certificateholders for the related Collection
                    Period to the summation of item 10.(ii) and 11.(ii) on the
                    Statement.

Page 5              For Item 12.(iii), compare the sum of all amounts payable
                    to the Collateral Interest Holder for the related Collection
                    Period to the summation of item 10.(iii) and 11.(iii) on the
                    Statement.

Page 5              For Item 13., compare the status of an Early Amortization
                    Event to the Settlement Statement.
</TABLE>

                                    Very truly yours,


                                    /s/ Michael T. Scarseth
                                    ------------------------
                                    Michael T. Scarseth
                                    U.S. Bancorp

                                    /s/ David P. Grandstrand
                                    ------------------------
                                    David P. Grandstrand
                                    U.S. Bancorp


<PAGE>

                                  Attachment B
                              Detail of Exceptions

<TABLE>
<CAPTION>

STATEMENT DATE(S)           REFERENCE                DESCRIPTION              AS REPORTED              AS CALCULATED
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S>                        <C>                      <C>                       <C>                      <C>
January through December    PSA Section 3.4(b)(vii)  Delinquent accounts up    N/A                      N/A
1999                                                 to 29 days are not
                                                     included in the
                                                     Monthly
                                                     Certificateholder
                                                     Statement but are
                                                     required according to
                                                     the PSA.

January through December    PSA Section 3.4(b)(xii)  Aggregate Receivable      N/A                      N/A
1999                                                 balances are not
                                                     included in the
                                                     Monthly
                                                     Certificateholder
                                                     Statement but are
                                                     required according to
                                                     the PSA.

January through December    PSA Exhibit C, #23       Excess Funding Account    N/A                      N/A
1999                                                 Balances are not
                                                     included in the
                                                     Monthly
                                                     Certificateholder
                                                     Statement but are
                                                     required according to
                                                     the PSA.

January, May and            Page 1, Item B.2.(a)     Trust Principal
September of 1999                                    Component as of the
                                                     end of the related
                                                     Collection Periods per
                                                     the Monthly
                                                     Certificateholder
                                                     Statement were
                                                     reported incorrectly.
                                                     -        January 1999     $537,461,195             $538,912,894
                                                     -        May 1999         $627,331,562             $628,413,239
                                                     -        September 1999   $591,736,593             $591,555,825

February, March, June and   Page 4, Item B.16        Gross Charge Volume
July of 1999                                         and Fees per the
                                                     Settlement Statements did
                                                     not include all fees per
                                                     the Total System Reports.
                                                     -        February 1999    $567,712,795             $567,712,960
                                                     -        March 1999       $670,575,534             $670,575,644
                                                     -        June 1999        $575,385,247             $575,385,112
                                                     -        July 1999        $537,183,204             $537,184,974
</TABLE>