<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
U.S. Bank National Association ND (formerly First Bank of South Dakota), the
Transferor, and U.S. Bank Corporate Payment Systems, 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"), solely to assist you with respect to the First Bank
Corporate Card Master Trust Series 1997-1 (the "Trust") and management's
assertion regarding the Annual Servicer's Certificate dated April 1, 1999. This
agreed-upon procedures engagement was performed in accordance with 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.

Our procedures, with respect to the PSA, were as follows:

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

     1.   Obtained a copy of the December 31, 1998 Monthly Certificateholder
          Statement (the "Statement") as evidence that U.S. Bank Corporate
          Payment Systems, Inc. is the Servicer. 

     2.   Inquired of Charles W. (Bill) Devens, Vice President, regarding
          whether U.S. Bank Corporate Payment Systems, 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. Bill Devens represented that
          U.S. Bank Corporate Payment Systems, Inc. has procedures for 
          identifying and

                                    
<PAGE>
                                     -2-


          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 J.H. Marsh McLennan, U.S. Bancorp's
          fidelity bond coverage provider, indicating that U.S. Bank Corporate
          Payment Systems, Inc., maintains fidelity 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 1998 through December 1998 and
          recalculated U.S. Bank Corporate Payment Systems, 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 from Bill Devens, U.S. Bancorp Vice
          President, indicating U.S. Bank Corporate Payment Systems, Inc., is
          duly incorporated and in good standing under Minnesota and North
          Dakota laws, and has full corporate power, authority and legal right
          to own its properties and conduct its charge card business and to
          execute, deliver and perform its obligations under the PSA.

     2.   Inquired of Bill Devens, Vice President, whether U.S. Bank Corporate
          Payment Systems, Inc. has obtained all licenses and approvals
          necessary to service the Receivables as required under federal,
          Minnesota, and North Dakota law. Bill Devens represented that U.S.
          Bank Corporate Payment Systems, 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 (Randy Ritterman and Bill Devens) on
          the Statements to the Board of Directors' resolutions indicating that
          the signers Statements are authorized to act on behalf of the
          Companies.

     4.   Inquired of Bill Devens, Vice President, regarding whether to the best
          of his knowledge, there are any proceedings or investigations pending
          related to the servicing of Trust Receivables, as defined in Section
          1.1 of the PSA. Bill Devens represented that there are no proceedings
          or investigations pending related to the servicing of Trust
          Receivables, as defined in Section 1.1 of the PSA.

                                    
<PAGE>
                                     -3-

     5.   Inquired of Bill Devens, Vice President, regarding whether to the best
          of his knowledge, U.S. Bank Corporate Payment Systems, Inc. has not
          permitted any rescission or cancellation of any Receivable, as defined
          in Section 1.1 of the PSA, except as ordered by a court of competent
          jurisdiction or other Governmental Authority. Bill Devens represented
          that U.S. Bank Corporate Payment Systems, Inc. has not permitted any
          rescission or cancellation of any Receivable, as defined in Section
          1.1 of the PSA, except as ordered by a court of competent jurisdiction
          or other Governmental Authority.

     6.   Inquired of Bill Devens, Vice President, 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. Bank
          Corporate Payment Systems, Inc. were complete. Bill Devens 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. Bank Corporate Payment
          Systems, Inc. were complete.

     7.   Inquired of Bill Devens, Vice President, regarding whether to the best
          of his knowledge, each Receivable, as defined in Section 1.1 of the
          PSA, is payable pursuant to a contract which does not create a lien on
          any merchandise purchased thereunder. Bill Devens represented that
          each Receivable, as defined in Section 1.1 of the PSA, 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 Bill Devens, Vice President, whether upon reasonable prior
          notice he can prepare, using the Daily Total System Management
          Reports, and make available for inspection by the Trustee a record
          setting forth:

          (a)  the aggregate amount of Collections, all payments paid by
               corporate clients as obligors under the Corporate Card Agreement,
               processed by the Servicer on the preceding Business day, and
          (b)  the aggregate amount of Receivables, as defined in Section 1.1 of
               the PSA, as of the close of business on the preceding Business
               Day.

          Bill Devens represented that upon reasonable prior notice he can
          prepare, using the Daily Total System Management Reports, 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 1998 through
          December 1998 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, 1999.

                                    
<PAGE>
                                     -4-

SECTION 3.5 - ANNUAL SERVICER'S CERTIFICATE

     1.   Obtained a copy of the Annual Certificate to the Trustee, and rating
          agencies for the twelve month period ending December 31, 1998.

SECTION 3.7 - TAX TREATMENT

     1.   Inquired of Bill Devens, Vice President, 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. Bill Devens
          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 1998 through December 1998 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 (the
          "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 existence 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. Bank
          Corporate Payment Systems, Inc. by Citibank, indicating the amount
          deposited in the Interest Funding Account for January 1998 through
          December 1998. 

SECTION 4.3 - COLLECTIONS AND ALLOCATIONS

     1.   Compared the Standard & Poor's and Moody's ratings per Bloomberg 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>
                                     -5-

     2.   Recalculated whether U.S. Bank Corporate Payment Systems, Inc.
          allocated to the Holder of the Exchangeable Transferor Certificate 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 Bill Devens, Vice President, whether U.S. Bank Corporate
          Payment Systems, 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.
          Bill Devens represented that U.S. Bank Corporate Payment Systems,
          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 Bill Devens, Vice President, whether, U.S. Bank Corporate
          Payment Systems, 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 as
          defined in Section 1.1. Bill Devens represented that, U.S. Bank
          Corporate Payment Systems 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 as
          defined in Section 1.1.

SUPPLEMENT SECTION 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, 1998 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, 1999
                                   /s/ Ernst & Young LLP



                                    
<PAGE>


                       Report of Independent Accountants on 
                          Applying Agreed-Upon Procedures 


U.S. Bancorp
Minneapolis, Minnesota

We have performed the procedures described 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. Bank Corporate Payment Systems, 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 
certificateholder's statements (the "Statements") prepared by U.S. Bank 
Corporate Payment Systems, Inc., during each of the twelve months in the 
corresponding period ended December 31, 1998 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 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, 1999 acknowledged by 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, 1998 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>
                                     -2-


This report is intended solely for the 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, 1999

                                   /s/ Ernst & Young LLP



                                    
<PAGE>

                                    ATTACHMENT A
                                          
                                          
April 1, 1999



U.S. Bancorp
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. Bank Corporate Payment Systems, Inc. (formerly U.S. Bank
Corporate Payment Systems), 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, the
Servicer, and each Rating Agency that they have compared the mathematical
calculations of certain amounts for the monthly certificates delivered pursuant
to subsection 3.4 (b) of the PSA (the "Statement") with the computer reports of
the Servicer.  For each of the twelve months in the year-ended December 31,
1998, we will perform the below agreed-upon procedures on a test basis to
satisfy the requirements of subsection 3.6 (b) of the Agreement.  You are
responsible for the sufficiency (nature, timing, and extent) of the below
procedures and we are responsible for carrying out the procedures and reporting
the findings in accordance with Statements on Standards for Attestation
Engagements No. 4.  

SERIES 1997-1

1.   Obtain a copy of the Statements provided to Citibank, from Charles W.
     (Bill) Devens, Vice President, for each month for the year-ended December
     1998.  Agree the name of the officers, Randy L. Ritterman 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. Bank
     Corporate Payment Systems, Inc. 

2.   Compare the information contained in the January 1998 through December 1998
     Statements to Exhibit C of the Agreement.  

3.   Agreed the mathematical calculations of each amount included in the 
     January 1998 through December 1998 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. Bank Corporate Payment Systems, Inc. to
                    summarized 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 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 (Trustee Statement), provided by the
                    Servicer to the Trustee monthly, 
</TABLE>

                                          2
<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 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 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), recalculated 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 Beginning Trust Component plus the
                    Beginning Excess Funding Account Balance or the Beginning
                    Adjusted Invested Amount plus 
</TABLE>

                                          3
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
                    the Transferor Amount, whichever is greater, as stated on
                    the Settlement Statement.

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

Page 2              For Item B.) 2. (d), compare the amount of the Series 1997-1
                    Class A Invested Amount to the Beginning Class A Adjusted
                    Invested  Amount on the Settlement Statement as of the end
                    of the related Transfer Date.
</TABLE>

                                          4
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 2              For Item B.) 2. (e), compare the amount of the Series 1997-1
                    Class A Adjusted Invested Amount to the Ending Class A
                    Adjusted Invested Amount on the Settlement Statement as of
                    the end of the related Transfer Date.

Page 2              For Item B.) 2. (f), compare the amount of the Series 1997-1
                    Class B Invested Amount to the Ending Class B Invested
                    Amount on the  Settlement Statement as of the end of the
                    related Transfer Date.

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

Page 2              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 2              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 2              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.   

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.
</TABLE>

                                          5
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
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., compared 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).

Page 2              For Item B.) 4. (b), recalculated the amount of the Class A
                    Investor Default Amount for the related Collection Period
                    Settlement Statement by multiplying the Defaulted Receivable
                    and the Class A Floating Percentage. 
</TABLE>

                                          6
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 2              For Item B.) 4. (c), compare the amount of the Class B
                    Investor Default Amount for the related Collection Period to
                    the Settlement Statement by multiplying the Defaulted
                    Receivable and the Class B Floating Percentage. 

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

Page 3              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 3              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 3              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 3              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 3              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. 

Page 3              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). 
</TABLE>

                                          7
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 3              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 3              For Item B.) 5.(h), compare the amount of the Class A
                    Investor Charge-Offs reimbursed for the related Collection
                    Period to item 5.(g) divided by the amount of Class A Bonds
                    ($394,800,000).
 
Page 3              For Item B.) 5.(i), compare the amount of the Aggregate
                    Class B Investor Charge-Offs reimbursed for the related
                    Collection Period to the Reimbursed Class B Investor Charge-
                    Offs on the Settlement Statement. 

Page 3              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 for the related Collection
                    Period to the amount of the Reimbursed Class B Investor
                    Charge-Offs. 

Page 3              For Item B.) 5.(k), compare the amount of the Aggregate
                    Collateral Investor Charge-Offs reimbursed for 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 for the related Collection
                    Period 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 Initial Class A
                    Investment Amount and the Net Servicing Fee Rate of 1%
                    divided by 12.

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 Initial Class B
                    Investment 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 Initial
                    Collateral Investment Amount and the Net Servicing Fee Rate
                    of 1% divided by 12.
</TABLE>

                                          8
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 3              For Item B.) 7. (a), compare the amount of the Reallocated
                    Collateral Principal Collections for 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 for 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 4              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 4              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.

Page 4              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 4              For Item B.) 9. (a), compare the amount of the Principal
                    Funding Account Amount on the related Transfer Date to the
                    Principal Funding Account ending balance on the Settlement
                    Statement.
</TABLE>

                                          9
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 4              For Item B.) 9. (b), compare the amount of the Deficit
                    Controlled Accumulation Amount with respect to the related
                    Collection Period to the Deficit Controlled Accumulation
                    Amount on the Settlement Statement.

Page 4              For Item B.) 9. (c), compare the amount of 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 4              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 4              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 4              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 4              For Item B.) 12. (a), recalculated 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.

Page 4              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 4              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.
</TABLE>

                                          10
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 4              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 4              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., recalculated the amount of the Monthly
                    Payment Rate for the related Collection Period by dividing
                    collections from the Settlement Statement by the Ending
                    Receiveables balance for the prior month from the Settlement
                    Statement.

Page 4              For Item B.) 15., recalculated 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.

Page 4              For Item B.) 16. compare the amount of the Gross Losses as a
                    Percentage of Charge Volume and 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. 
</TABLE>

                                          11
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
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., recalculated 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., recalculated 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. 

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. 
</TABLE>

                                          12
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
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.  

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.
</TABLE>

                                          13
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER                   PROCEDURES                         
-------------------------------------------------------------------------------
<S>                 <C>
Page 5              For Item 12. (i), compare the amount of all amounts payable
                    to the Class A Certificateholders for the related Collection
                    Period from the summation of item 10. (i) and 11. (i) on the
                    Statement.

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

Page 5              For Item 12.) (iii), compare the amount of all amounts
                    payable to the Collateral Interest Holder for the related
                    Collection Period from 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,

                              Ernst & Young LLP

                              Acknowledgments:

                              /s/ Charles W. Devens
                              Charles W. Devens
                              U.S. Bancorp

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




                                        14
<PAGE>


                                    Attachment B
                                Detail of Exceptions

<TABLE>
<CAPTION>
                                                                                              AS                 AS
STATEMENT DATE(s)   PROCEDURE                          DESCRIPTION                        CALCULATED          REPORTED
-----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                 <C>                                               <C>                 <C>
March 1998          Page 1,             Trust Principal Component as of the end of        $631,360,777        $622,601,300
                    Item B.) 2.(a)      the related Collection Period per the
                                        Settlement Statements was reported
                                        incorrectly.

January through     Page 2,             Delinquent accounts up to 29 days are not              N/A                 N/A
December 1998       Item B.) 3          included in the Monthly Servicing
                                        Certificates but are required according to the
                                        PSA Agreement.

January and         Page 4,             Returned check fees per the Total System
February 1998       Item B.) 16         Reports were not included in the calculation
                                        of Gross Charge Volumes and Fees in the
                                        Settlement Statements.
                                        -    January 1998                                 $502,806,850        $502,804,315
                                        -    February 1998                                $524,864,374        $524,861,659

June, October and   Page 4,             Gross Charge Volume and Fees per the
December of 1998    Item B.) 16         Settlement Statements did not agree to the
                                        Total System Reports.
                                        -    June 1998                                    $542,047,224        $542,047,269
                                        -    October 1998                                 $546,113,455        $546,116,170
                                        -    December 1998                                $529,161,793        $529,164,508

January through     PSA Section         Aggregate receivable balances are not                  N/A                 N/A
December 1998       3.4(b)(xii)         included in the Monthly Certificateholder
                                        Statements.

January through     PSA, Exhibit C,     Excess Funding Account Balances are not                N/A                 N/A
December 1998       #23                 included in the Monthly Certificateholder
                                        Statements.
</TABLE>