<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
management 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, 2000 to December 31, 2000 and no default
in the performance of such obligation has occurred or is continuing as noted
in the Annual Servicer's Certificate dated March 14, 2001. 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, 2000 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

<PAGE>

                                       -2-

      received with respect to Ineligible Receivables, separately from its
      accounting for 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 2000 through December 2000 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 12, 2001, 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 (Patty Finnemore 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.

<PAGE>

                                       -3-

   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 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 2000 through December
      2000 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 March 16, 2001.

<PAGE>

                                       -4-

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, 2000.

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 copies of the January 2000 through December 2000 monthly
      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 monthly 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 2000 through December 2000.

SECTION 4.3 - COLLECTIONS AND ALLOCATIONS

   1. Compared the Standard & Poor's and Moody's ratings per Bloomberg as of
      March 9, 2001 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. 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, 2000 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.



March 16, 2001

<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
management 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 period ended December 31, 2000 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
February 28, 2001 from the Companies, included as Attachment A to this letter,
to each Statement for each of the twelve months in the period ended December 31,
2000 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 calculated 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 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.



March 16, 2001

<PAGE>

                                  Attachment B
                              Detail of Exceptions


<TABLE>
<CAPTION>
STATEMENT DATE(S)              PROCEDURE             DESCRIPTION                 AS REPORTED         AS CALCULATED
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                         <C>                 <C>
January through                Page 2, Item B. 3     Delinquent accounts         N/A                 N/A
December 2000                                        up to 29 days are not
                                                     included in the
                                                     Monthly Servicing
                                                     Certificates but are
                                                     required according
                                                     to the PSA
                                                     Agreement.

January through                PSA Section           Aggregate                   N/A                 N/A
December 2000                  3.4(b)(xii)           receivable balances
                                                     are not included in
                                                     the Monthly
                                                     Certificateholder
                                                     Statements but are
                                                     required according
                                                     to the PSA
                                                     Agreement.

January through                PSA Exhibit C, #23    Excess Funding              N/A                 N/A
December 2000                                        Account Balances
                                                     are not included in
                                                     the Monthly
                                                     Certificateholder
                                                     Statements but are
                                                     required according
                                                     to the PSA
                                                     Agreement.

<PAGE>

                                  Attachment B
                        Detail of Exceptions (continued)


<CAPTION>
STATEMENT DATE(S)              PROCEDURE             DESCRIPTION                 AS REPORTED         AS CALCULATED
--------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                         <C>                 <C>
December 2000                  PSA Section 4.18      Top rated corporate
                                                     customer receivable
                                                     balances were
                                                     reported incorrectly.
                                                     o A-1, Siemen               $21,313,693         $21,855,958
                                                     o A-1, American
                                                       Home Products             $14,633,210         $14,647,288
                                                     o A-2, Praxair                $5,494154          $5,508,736
                                                     o A-2, Peco Energy           $3,686,269          $3,715,575
                                                     o A-3, Quintiles             $8,561,275          $8,631,833
                                                     o NR, Conagra               $11,131,297         $11,134,455
                                                     o NR, Seagate                $3,534,760          $3,924,610

December 2000                  PSA Section 4.18      Top four rated              o ConAgra, Inc.     o ConAgra, Inc.
                                                     corporate customer          o Carlson           o Carlson
                                                     receivable balances           Marketing           Marketing
                                                     for the NR rating             Group               Group
                                                     were listed in the          o Seagate           o Baltimore
                                                     incorrect order on            Technology          County Public
                                                     the Settlement              o Baltimore           Schools
                                                     Statement.                    County Public     o Seagate
                                                                                   Schools             Technology

October 2000                   PSA Section 3.4(b)    The aggregate                $9,274,995         $10,138,309
                                                     amount of Net
                                                     Interchange was
                                                     incorrectly reported
                                                     on the Settlement
                                                     Statement.

<PAGE>

                                  Attachment B
                        Detail of Exceptions (continued)

<CAPTION>
STATEMENT DATE(S)              PROCEDURE             DESCRIPTION                 AS REPORTED         AS CALCULATED
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                         <C>                 <C>
December 2000                  Page 1, Item A. 6     The Class A and             N/A                 N/A
                               and A. 9              Class B additional
                                                     interest amounts on
                                                     the electronic
                                                     Certificateholders'
                                                     Statement and the
                                                     Schedule to Monthly
                                                     Servicer's
                                                     Certificate are
                                                     referencing
                                                     incorrect amounts on
                                                     the electronic Form
                                                     of Payment
                                                     Instructions and
                                                     Notification to the
                                                     Trustee. However,
                                                     the additional
                                                     interest amounts are
                                                     properly reported as
                                                     zero.
</TABLE>